2004 Stock Option Plan



 Exhibit 10.2 
 NANOSTRING TECHNOLOGIES, INC. 
 2004 STOCK OPTION PLAN 

(As amended March 2, 2012) 
 1. Purposes of the Plan. The purposes of this 2004 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional
incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of
an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. 
 2. Definitions. As used herein, the following definitions shall apply: 
 (a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan. 
 (b) “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity. 

(c) “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted
stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and
regulations of any other country or jurisdiction where Options are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time. 

(d) “Board” means the Board of Directors of the Company. 

(e) “Change of Control” means (1) a sale of all or substantially all of the Company’s assets, or
(2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital
stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total
voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer)
by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company; provided, however,
that none of the following shall be considered a Change of Control: (i) a merger effected exclusively for the purpose of changing the domicile of the Company, (ii) an equity financing in which the Company is the surviving corporation, or
(iii) a transaction in which the stockholders of the Company immediately prior to the transaction own 50% or more of the voting power of the surviving corporation immediately following the transaction. 







 (f) “Code” means the Internal Revenue Code of 1986, as amended.

 (g) “Committee” means one or more committees or subcommittees of the Board appointed by the Board to
administer the Plan in accordance with Section 4 below. 
 (h) “Common Stock” means the Common
Stock of the Company. 
 (i) “Company” means NanoString Technologies, Inc., a Delaware corporation.

 (j) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent,
Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not. 
 (k) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant
shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days,
unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or
between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

 (l) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or
a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by
any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. 

(m) “Director” means a member of the Board. 

(n) “Employee” means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status
of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director
shall not be sufficient to constitute “employment” of such Director by the Company. 
 (o) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (p) “Fair Market Value”
means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems 

  
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appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in
the Wall Street Journal for the applicable date. 
 (q) “Incentive Stock Option” means an Option
intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement. 
 (r) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a
national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. 

(s) “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief
executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive
compensation disclosure rules under the Exchange Act. 
 (t) “Nonstatutory Stock Option” means an Option
not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement. 
 (u)
“Option” means a stock option granted pursuant to the Plan. 
 (v) “Option
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into
such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice. 
 (w)
“Option Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline
in the Fair Market Value of the Common Stock. 
 (x) “Optioned Stock” means the Common Stock subject to
an Option. 
 (y) “Optionee” means an Employee or Consultant who receives an Option. 

(z) “Parent” means a “parent corporation,”, whether now or hereafter existing, as defined in
Section 424(e) of the Code, or any successor provision. 
 (aa) “Participant” means any holder of
one or more Options, or the Shares issuable or issued upon exercise of such Options, under the Plan. 
 (bb)
“Plan” means this 2004 Stock Option Plan. 

  
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 (cc) “Reporting Person” means an officer, Director, or greater than
ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. 

(dd) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or
any successor provision. 
 (ee) “Share” means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan. 
 (ff) “Stock Exchange” means any stock exchange or consolidated
stock price reporting system on which prices for the Common Stock are quoted at any given time. 
 (gg)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision. 

(hh) “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary. 
 3. Stock Subject to the Plan.
Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 48,665,448 of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award
should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with
respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have
shall not be available for future grant under the Plan. 
 4. Administration of the Plan. 

(a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the
Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

 (b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering
the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.


  
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 (c) Powers of the Administrator. Subject to the provisions of the Plan and in
the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
 (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants
under the Plan; 
 (ii) to select the Employees and Consultants to whom Options may from time to time be granted; 

(iii) to determine whether and to what extent Options are granted; 

(iv) to determine the number of Shares of Common Stock to be covered by each award granted; 

(v) to approve the form(s) of agreement(s) used under the Plan; 

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata
adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock or restricted stock issued upon exercise of an Option,
based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
 (vii) to determine whether
and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock; 
 (viii) to
implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee
shall be made without the prior written consent of the Optionee; 
 (ix) to adjust the vesting of an Option held by an Employee
or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company; 

(x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and
decisions shall be final and binding on all Participants; and 
 (xi) in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs. 

  
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 5. Eligibility. 

(a) Recipients of Grants. Nonstatutory Stock Options may be granted to Employees and Consultants. Incentive Stock Options
may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. 
 (b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. 

(c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair
Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject
to an Incentive Stock Option shall be determined as of the date of the grant of such Option. 
 (d) No Employment
Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the
Company’s right to terminate the employment or consulting relationship at any time for any reason. 
 6. Term of
Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 15 of the Plan. 

7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall
be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten
Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 
 8. [Reserved.] 
 9. Option Exercise Price and Consideration.

 (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following: 
 (i) In the case of an Incentive Stock Option 
 (A) granted to an Employee who at
the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or 
 (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 

  
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 (ii) In the case of a Nonstatutory Stock Option, the per share Exercise Price shall be such
price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the
date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code. 

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction. 
 (b) Permissible Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of
(1) cash; (2) check; (3) subject to any requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse,
interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of
indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly,
from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the
date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws
(including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the company of the amount required to pay the exercise price and any
applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise. 

10. Exercise of Option. 
 (a) General. 
 (i) Exercisability. Any Option granted
hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with
respect to the Company and/or the Optionee. 

  
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 (ii) Leave of Absence. The Administrator shall have the discretion to
determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless
otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him
or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to
provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. 
 (iii) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares,
provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable. 
 (iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option
by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of
payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise. 

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (v)
Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 13 of the Plan. 
 (b) Termination of Employment or Consulting
Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all,
following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee
is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled


  
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within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the
Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7). 
 The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s
Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement: 
 (i) Termination other than Upon Disability or Death. In the event of termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections
(ii) through (iii) below, such Optionee may exercise an Option for ninety days following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to
occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant. 

(ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of
his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six months following such termination to the extent the Optionee was vested in the
Optioned Stock as of the date of such termination. 
 (iii) Death of Optionee. In the event of the death of an
Optionee during the period of Continuous Service Status since the date of grant of the Option, or within ninety days following termination of Optionee’s Continuous Service Status, the Option may be exercised by Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier,
the date the Optionee’s Continuous Service Status terminated. 
 (c) Buyout Provisions. The Administrator may
at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

 11. Taxes. 
 (a) As a condition of the grant, vesting or exercise of an Option granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option) shall make such
arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or the issuance of
Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations


  
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under this Section 11 (whether pursuant to Section 11(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including payroll taxes. 
 (b) In the case of an Employee and
in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise
payable after the date of an exercise of the Option. 
 (c) This Section 11(c) shall apply only after the date, if any,
upon which the Common Stock becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining
tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option
that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall
be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”). 
 (d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option by surrendering to the Company Shares that have a Fair
Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 11(d), such Shares must have been owned by the
Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges). 
 (e) Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 11(c) or (d) above shall be irrevocable as to the particular
Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 11(d) above must be made on or prior to the applicable Tax Date. 

(f) In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the
Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option is exercised but such Participant shall be unconditionally obligated to tender back to
the Company the proper number of Shares on the Tax Date. 
 12. Non-Transferability of Options. 

(a) General. Except as set forth in this Section 12, Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of
an Option, only by such holder or a transferee permitted by this Section 12. 

  
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 (b) Limited Transferability Rights. Notwithstanding anything else in this
Section 12, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the
trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests. 

13. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions. 

(a) Changes in Capitalization. Subject to any action required under Applicable Laws by the stockholders of the Company, the
number of Shares of Common Stock covered by each outstanding Option, and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been granted or that have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per Share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator,
whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, 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 or price of Shares of Common Stock subject to an Option. 
 (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such action, unless
otherwise determined by the Administrator. 
 (c) Corporate Transaction. In the event of a Corporate Transaction
(including without limitation a Change of Control), each outstanding Option may be assumed or an equivalent option or right may be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the
“Successor Corporation”). If the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, the Participant shall fully vest in and have the right to exercise his or her outstanding
Options, including Shares as to which such award would not otherwise be vested or exercisable. In addition, if an Option is not assumed or substituted 

  
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in the event of a Corporate Transaction (including without limitation a Change of Control), the Administrator shall notify the Participant in writing or electronically that the Option shall be
fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and any Option not assumed or substituted for shall terminate upon the consummation of the transaction, unless otherwise determined by the
Administrator. 
 For purposes of this Section 13(c), an Option shall be considered assumed, without limitation, if, at the
time of issuance of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option would be entitled to receive upon exercise of the award the same number and kind of shares of
stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of
Common Stock covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Section 13); provided that if such consideration received in the transaction is not
solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation
equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. 
 (d)
Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option to reflect the effect of such distribution. 

14. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator
makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant. 
 15. Amendment and Termination of the Plan.

 (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan,
but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Optionee under any outstanding grant, without his or
her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. 

(b) Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to
make unilaterally, no amendment or termination of 

  
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the Plan shall materially and adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed
by the Optionee and the Company. 
 16. Conditions Upon Issuance of Shares. Notwithstanding any other provision of
the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with
the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option, the Company may require the person exercising the award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon
exercise of Options granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company
before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement. 
 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of
the Plan. 
 18. Agreements. Options shall be evidenced by Option Agreements in such form(s) as the Administrator
shall from time to time approve. 
 19. Stockholder Approval. If required by the Applicable Laws, continuance of
the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the
Applicable Laws. 
 20. Information and Documents to Optionees. Prior to the date, if any, upon which the Common
Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such
Optionee has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the
issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 
 21. Awards Granted to California Residents. Options granted under the Plan on any date on which the Common Stock is not a Listed Security to persons resident in California shall be subject
to the provisions set forth in Attachment A hereto. To the extent the provisions of the Plan conflict with the provisions set forth on Attachment A, the provisions on Attachment A shall govern the terms of
such Options. 

  
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 Attachment A 

Provisions Applicable to Option Recipients 
 Resident in California 
 The following additional terms shall apply
to (i) Options granted on any date the Common Stock is not a Listed Security, and (ii) any Shares issued upon exercise of such Options on any date the Common Stock is not a Listed Security, which are granted or issued to persons resident
in California as of the date of grant or issuance, as applicable (each such person, a “California recipient”): 
 1.
In the case of an Option, whether an Incentive Stock Option or a Nonqualified Stock Option, that is granted to a California Recipient who, at the time of the grant of such Option, owns stock representing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value on the grant date. 
 2. In the case of a Nonqualified Stock Option that is granted to any other California Recipient, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the grant
date. 
 3. With respect to an Option issued to any California Recipient who is not an Officer, Director or Consultant, such
Option shall become exercisable, or any repurchase option in favor of the Company shall lapse, at the rate of at least 20% per year over five years from the grant date. 
 4. The following rules shall apply to an Option issued to any California Recipient or to stock issued to a California Recipient upon exercise of an Option, in the event of termination of the California
Recipient’s employment or services with the Company: 
 (a) If such termination was for reasons other than death or
disability, the California Recipient shall have at least 30 days after the date of such termination (but in no event later than the expiration of the term of such Option established by the Plan Administrator as of the grant date) to exercise such
Option. 
 (b) If such termination was on account of the death or disability of the California Recipient, the holder of the
Option may, but only within six months from the date of such termination (but in no event later than the expiration date of the term of such Option established by the Plan Administrator as of the grant date), exercise the Option to the extent the
California Recipient was otherwise entitled to exercise it at the date of such termination. To the extent that the California Recipient was not entitled to exercise the Option at the date of termination, or if the holder does not exercise such
Option to the extent so entitled within six months from the date of termination, the Option shall terminate and the Common Stock underlying the unexercised portion of the Option shall revert to the Plan. 

5. The Company shall provide financial statements at least annually to each California Recipient during the period such person has one or
more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such 







 
Shares. The Company shall not be required to provide such information if the issuance of awards under the Plan is limited to key employees whose duties in connection with the Company assure their
access to equivalent information. 
 6. Unless defined below or otherwise in this Attachment, Capitalized terms shall have the
meanings set forth in the Plan. For purposes of this Attachment, “Officer” means a person who is an officer of the Company within the meaning of Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.


  
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