EX-10.6



 Exhibit 10.6 
 EVOKE PHARMA, INC. 
 2013 EMPLOYEE STOCK PURCHASE PLAN 

ARTICLE 1. 

PURPOSE 
 The purposes of this Evoke Pharma, Inc. 2013 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of Evoke
Pharma, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase
plan” within the meaning of Section 423(b) of the Code, and to help Eligible Employees provide for their future security and to encourage them to remain in the employment of the Company and its Designated Subsidiaries. 

ARTICLE 2. 

DEFINITIONS AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the
context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends the others. 
 2.1         “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 11. The term
“Administrator” shall refer to the Committee unless the Board has assumed the authority for administration of the Plan generally as provided in Article 11. 

2.2         “Applicable Law” shall mean any applicable
law, including without limitation; (i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,
whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. 

2.3         “Board” shall mean the Board of Directors of
the Company. 
 2.4         “Change in Control”
shall mean and include each of the following: 
 (a)        A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person”
that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or 







 (b)        During any period of two
consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a
transaction described in Section 2.4(a) or 2.4(c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were
directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or 

(c)        The consummation by the Company (whether directly involving the
Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s
assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(i)        that results in the Company’s voting securities outstanding
immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company
or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at
least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 
 (ii)        after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power
held in the Company prior to the consummation of the transaction; or 

(d)        The Company’s stockholders approve a liquidation or dissolution
of the Company. 
 The Administrator shall have full and final authority to determine conclusively whether a
Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto. 

2.5         “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder. 
 2.6         “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as
provided in Section 11.1. 
 2.7         “Common
Stock” shall mean the common stock of the Company and such other securities of the Company that may be substituted for Common Stock pursuant to Article 8. 

2.8         “Company” shall mean Evoke Pharma, Inc., a
Delaware corporation. 
 2.9        
“Compensation” of an Eligible Employee shall mean the gross base compensation received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary, excluding overtime payments, sales
commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. 
 2.10         “Designated Subsidiary” shall mean any Subsidiary designated by the Administrator in accordance with Section 11.3(b).


  
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 2.11     “Effective Date” shall
have the meaning set forth in Article 10. 
 2.12     “Eligible
Employee” shall mean an Employee of the Company or any Designated Subsidiary : (a) who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing 5% or more of the
total combined voting power or value of all classes of Stock or other stock of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code); (b) whose customary employment is for more than twenty hours per
week; and (c) whose customary employment is for more than five months in any calendar year. For purposes of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining
the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall be treated as stock owned by the Employee; provided, however, that the Administrator may provide in an Offering Document that
an Employee of the Company or any Designated Subsidiary shall not be eligible to participate in an Offering Period if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; and/or
(ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years), and/or (iii) such Employee is a citizen or
resident of a foreign jurisdiction and the grant of a right to purchase Stock under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of an option to such Employee in compliance with the laws of
such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses (i), (ii) or
(iii) shall be applied in an identical manner under each Offering Period to all employees of the Company and all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e). For purposes of clause (a) above, the
rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall be treated as stock
owned by the Employee. 
 2.13     “Employee” shall mean any officer
or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Designated Subsidiary. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render
services to the Company or a Designated Subsidiary as an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) Where the period of leave exceeds three (3) months and the individual’s right
to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period. 

2.14     “Enrollment Date” shall mean the first Trading Day of each Offering
Period. 
 2.15     “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time. 
 2.16     “Fair Market
Value” means, as of any given date, the fair market value of a Share on the date determined as follows (unless an alternative definition is approved by the Administrator and set forth in the applicable Award Agreement, in which case
such definition shall apply to such Award): 
 (a)        If the Common
Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) national market system or (iii) automated
quotation system on which the Common Stock is listed, quoted or traded, its Fair Market Value shall be the closing sales price 

  
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for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last
preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
 (b)        If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is
regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked
prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 

(c)        If the Common Stock is neither listed on an established securities
exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith, as of any given date, the fair market value of a
Share on the date determined by such methods or procedures as may be established from time to time by the Administrator. 
 2.17         “Offering Document” shall have the meaning given to such term in Section 4.1. 

2.18         “Offering Period” shall mean each Offering
Period designated by the Administrator in the applicable Offering Document pursuant to Section 4.1. 

2.19         “Parent” shall mean any corporation, other
than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. 
 2.20        
“Participant” shall mean any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Common Stock pursuant to the Plan. 

2.21         “Plan” shall mean this Evoke Pharma, Inc.
2013 Employee Stock Purchase Plan, as it may be amended from time to time. 

2.22         “Purchase Date” shall mean the last Trading
Day of each Offering Period. 
 2.23         “Purchase
Price” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase price shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase
Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document
shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted by the Administrator pursuant to Article 8;
provided, further, that the Purchase Price shall not be less than the par value of a Share. 

2.24         “Securities Act” shall mean the Securities
Act of 1933, as amended from time to time. 
 2.25        
“Share” shall mean a share of Common Stock. 

  
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 2.26        
“Subsidiary” shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation
in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a limited liability company or partnership may be
treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of
such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. 

2.25         “Trading Day” shall mean a day on which
national stock exchanges are open for trading. 
 ARTICLE 3. 

SHARES SUBJECT TO THE PLAN 
 3.1         Number of Shares. Subject to Article 8, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be
[            ] shares. In addition to the foregoing, subject to Article 8, commencing on the first January 1 following the Effective Date, and on each January 1 thereafter during
the initial 10-year term of the Plan, the number of Shares that shall be made available for sale under the Plan shall be increased by that number of Shares equal to the least of (a) [ ]% of the Company’s outstanding shares on such date,
(b) [            ] shares, or (c) a lesser amount determined by the Board. If any right granted under the Plan shall for any reason terminate without having been exercised, the
Common Stock not purchased under such right shall again become available for the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to rights granted under the
Plan shall not exceed an aggregate of [            ] shares, subject to Article 8. 
 3.2         Stock Distributed. Any Common Stock distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Common Stock,
treasury stock or Common Stock purchased on the open market. 
 ARTICLE 4. 

OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES 

4.1         Offering Periods. The Administrator may from time to time
grant or provide for the grant of rights to purchase Common Stock of the Company under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator commencing on such
dates (each, an “Enrollment Date”) selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator,
which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the
Plan. The provisions of separate Offering Periods under the Plan need not be identical. 

4.2         Offering Documents. Each Offering Document with respect to an
Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise): 
 (a)        the length of the Offering Period, which period shall not exceed twenty-seven months; 

  
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 (b)        the maximum number of
shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be [            ] shares;

 (c)        such other provisions as the Administrator determines are
appropriate, subject to the Plan. 
 ARTICLE 5. 
 ELIGIBILITY AND PARTICIPATION 

5.1         Eligibility. Any Eligible Employee who shall be employed by
the Company or a Designated Subsidiary on the day immediately preceding a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article 5 and the
limitations imposed by Section 423(b) of the Code and the Treasury Regulations thereunder. 

5.2         Enrollment in Plan. 

(a)        Except as otherwise set forth in Section 5.8 or in an Offering
Document, an Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such Offering Period (or such other date specified in the
Offering Document) designated by the Administrator and in such form as the Administrator provides. 

(b)        Each such agreement shall designate a whole percentage of such
Eligible Employee’s Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each payday during the Offering Period as payroll deductions under the Plan. An Eligible Employee may designate any
whole percentage of Compensation that is not less than 1% and not more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be [ ]% in the absence of any such designation) as payroll
deductions. The payroll deductions made for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company. 

(c)        A Participant may increase or decrease the percentage of Compensation
designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however, that the Administrator may limit
the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall be
allowed one change to his or her payroll deduction elections during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll period following five business days after the
Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such
Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she
withdraws from participation in the Plan pursuant to Article 7. 

  
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 (d)        Except as otherwise set
forth in an Offering Document, a Participant may participate in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period. 

5.3         Payroll Deductions. Except as otherwise provided in the
applicable Offering Document, payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which his or her authorization is applicable, unless
sooner terminated by the Participant as provided in Article 8. 

5.4         Effect of Enrollment. A Participant’s completion of a
subscription agreement will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation under the Plan as
provided in Article 7 or otherwise becomes ineligible to participate in the Plan. 

5.5         Limitation on Purchase of Common Stock. An Eligible Employee
may be granted rights under the Plan only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by
Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of fair market value of such stock (determined as of the first day of
the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code. 

5.6         Decrease or Suspension of Payroll Deductions. Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.5 or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any time
during an Offering Period. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forth
in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date. 
 5.7         Foreign Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to
Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law,
tax policy or custom. Such special terms may not be more favorable than the terms of rights granted under the Plan to Eligible Employees who are residents of the United States. Moreover, the Administrator may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose. No such special terms, supplements,
amendments or restatements shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the
Company. 
 5.8         Leave of Absence. During leaves of
absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday equal
to his or her authorized payroll deduction. 

  
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 ARTICLE 6. 
 GRANT AND EXERCISE OF RIGHTS 

6.1         Grant of Rights. On the Enrollment Date of each Offering
Period, each Eligible Employee participating in such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2(b), subject to the limits in Section 5.5, and shall have the right to buy,
on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of shares of the Company’s Common Stock as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such
Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price. The right shall expire on the last day of the Offering Period. 

6.2         Exercise of Rights. On each Purchase Date, each
Participant’s accumulated payroll deductions and any other additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares of the Company, up to the maximum number of shares
permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides
otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for
the next following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures. 

6.3         Pro Rata Allocation of Shares. If the Administrator determines
that, on a given Purchase Date, the number of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period,
or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such
Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Common Stock are to be exercised
pursuant to this Article 6 on such Purchase Date, and shall either (a) continue all Offering Periods then in effect, or (b) terminate any or all Offering Periods then in effect pursuant to Article 9. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders
subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable
after the Purchase Date. 
 6.4         Withholding. At the time
a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state,
or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount
necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Participant.


  
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 6.5         Conditions to
Issuance of Common Stock. The Company shall not be required to issue or deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of
the following conditions: 
 (a)        The admission of such shares to
listing on all stock exchanges, if any, on which the Common Stock is then listed; and 

(b)        The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary or advisable; and

 (c)        The obtaining of any approval or other clearance from any
state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and 
 (d)        The payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and

 (e)        The lapse of such reasonable period of time following the
exercise of the rights as the Administrator may from time to time establish for reasons of administrative convenience. 

ARTICLE 7. 

WITHDRAWAL; TERMINATION OF EMPLOYMENT OR ELIGIBILITY 

7.1         Withdrawal. A Participant may withdraw all but not less than
all of the payroll deductions credited to his or her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Administrator no later than one week prior to
the end of the Offering Period. All of the Participant’s payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and
such Participant’s rights for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant delivers to the Company a new subscription agreement. 
 7.2         Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws. 

7.3         Cessation of Eligibility. Upon a Participant’s ceasing to
be an Eligible Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article 7 and the payroll deductions credited to such Participant’s account during the Offering Period shall be paid to
such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically terminated.


  
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 ARTICLE 8. 
 ADJUSTMENTS UPON CHANGES IN STOCK 
 8.1
        Changes in Capitalization. Subject to Section 8.3, in the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization,
distribution of Company assets to stockholders (other than normal cash dividends), or any other corporate event affecting the Common Stock or the share price of the Common Stock, the Administrator may make such proportionate adjustments, if any, as
the Administrator in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and number of shares and price
per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights. 
 8.2         Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any Change in Control), or of changes in Applicable Law, and whenever
the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to
facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, the Administrator, in its sole discretion and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or
more of the following actions: 
 (a)        To provide for either
(i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such
outstanding right with other rights or property selected by the Administrator in its sole discretion; 

(b)        To provide that the outstanding rights under the Plan shall be
assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices; and 

(c)        To make adjustments in the number and type of Shares (or other
securities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future; 

(d)        To provide that Participants’ accumulated payroll deductions may
be used to purchase Common Stock prior to the next occurring Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) terminated; and 

(e)        To provide that all outstanding rights shall terminate without being
exercised. 
 8.3         No Adjustment Under Certain
Circumstances. No adjustment or action described in this Article 8 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the requirements of
Section 423 of the Code. 
 8.4         No Other Rights.
Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of
any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to an Award or the grant or exercise price of any Award.


  
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 ARTICLE 9. 
 AMENDMENT, MODIFICATION AND TERMINATION 

9.1        Amendment, Modification and Termination. The Administrator may
amend, suspend or terminate the Plan at any time and from time to time; provided, however, that approval by a vote of the holders of the outstanding shares of the Company’s capital stock entitled to vote shall be required
to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided by Article 8); (b) change the
corporations or classes of corporations whose employees may be granted rights under the Plan; or (c) change the Plan in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of
Section 423(b) of the Code. 
 9.2        Certain Changes to
Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, to the extent permitted by Section 423 of the Code, the Administrator shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable that are consistent with the Plan. 

9.3        Actions In the Event of Unfavorable Financial Accounting
Consequences. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 

(a)        altering the Purchase Price for any Offering Period including an
Offering Period underway at the time of the change in Purchase Price; 

(b)        shortening any Offering Period so that the Offering Period ends on a
new Purchase Date, including an Offering Period underway at the time of the Administrator action; and 

(c)        allocating Shares. 

Such modifications or amendments shall not require stockholder approval or the consent of any Participant. 

9.4        Payments Upon Termination of Plan. Upon termination of the
Plan, the balance in each Participant’s Plan account shall be refunded as soon as practicable after such termination, without any interest thereon. 

  
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 ARTICLE 10. 
 TERM OF PLAN 
 The Plan shall be effective on the business
day immediately preceding the date on which the Registration Statement filed with respect to the Plan becomes effective (the “Effective Date”). The effectiveness of the Plan shall be subject to approval of the Plan by the
stockholders of the Company within twelve months following the date the Plan is first approved by the Board. No right may be granted under the Plan prior to such stockholder approval. The Plan shall be in effect until the tenth anniversary of the
date this Plan is first approved by the Board, unless sooner terminated under Article 9. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan. 

ARTICLE 11. 
 ADMINISTRATION 

11.1        Administrator. The Administrator of the Plan shall be the
Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan) (such committee, the “Committee”), which Committee shall consist solely of two
or more members of the Board each of whom is a “non-employee director” within the meaning of Rule 16b-3 which has been adopted by the Securities and Exchange Commission under the Exchange Act and which Committee is otherwise constituted to
comply with Applicable Law. The Board may abolish the Committee at any time and vest in the Board the administration of the Plan. 
 11.2        Action by the Administrator. A majority of the Administrator shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and, subject to Applicable Law and the Bylaws of the Company, acts approved in writing by a majority of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the
Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Designated Subsidiary, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 
 11.3        Authority of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the
Plan: 
 (a)        To determine when and how rights to purchase Common
Stock shall be granted and the provisions of each offering of such rights (which need not be identical). 

(b)        To designate from time to time which Subsidiaries of the Company
shall be Designated Subsidiaries, which designation may be made without the approval of the stockholders of the Company. 
 (c)        To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The
Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

(d)        To amend the Plan as provided in Article 9. 

  
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 (e)        Generally, to exercise
such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase
plan” within the meaning of Section 423 of the Code. 

11.4        Decisions Binding. The Administrator’s interpretation of
the Plan, any rights granted pursuant to the Plan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

ARTICLE 12. 
 MISCELLANEOUS 

12.1        Restriction upon Assignment. A right granted under the Plan
shall not be transferable other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under the
Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights
under the Plan or any rights thereunder. 
 12.2        Rights as a
Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such
shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other
property) or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein. 
 12.3        Interest. No interest shall accrue on the payroll deductions or lump sum contributions of a Participant under the Plan. 

12.4        Designation of Beneficiary. 

(a)        A Participant may, in the manner determined by the Administrator,
file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the Participant’s
rights are exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the
event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as
his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse. 
 (b)        Such designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

  
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 12.5        Notices. All
notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof. 
 12.6        Equal Rights and
Privileges. Subject to Section 5.7, all Eligible Employees of the Company or any Designated Subsidiary will have equal rights and privileges under this Plan so that this Plan qualifies as an “employee stock purchase plan” within
the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of this Plan that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be
reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. 

12.7        Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 
 12.8        Reports. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 

12.9        No Employment Rights. Nothing in the Plan shall be construed
to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or to affect the right of the Company or any Parent or Subsidiary to terminate the employment of any
person (including any Eligible Employee or Participant) at any time, with or without cause. 

12.10        Notice of Disposition of Shares. Each Participant shall give
prompt notice to the Company of any disposition or other transfer of any shares of stock purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the Enrollment Date of the Offering
Period in which the shares were purchased or (b) within one year after the Purchase Date on which such shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer. 
 12.11        Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof or of any other jurisdiction. 

12.12        Electronic Forms. To the extent permitted by applicable state
law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator
shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election. 

  
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 * * * * * 

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Evoke Pharma, Inc. on
                         , 201__. 
 * * * * * 
 I hereby certify that the foregoing Plan was
approved by the stockholders of Evoke Pharma, Inc. on                          , 201__. 

Executed on this          day of
                            , 201__. 

 

			
		
		 	 
		 	Corporate Secretary



  
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