invitae-stratifygenomics






  SNP BIO, INC.  2018 EQUITY INCENTIVE PLAN  1. Purpose.    The purpose of the Plan is to advance the interests of the Company’s stockholders by  enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to  make) important contributions to the Company by providing such persons with equity ownership  opportunities and thereby better aligning the interests of such persons with those of the Company’s  stockholders.  Capitalized terms used in the Plan are defined in Section 11 below.  2. Eligibility.    Service Providers are eligible to be granted Awards under the Plan, subject to the  limitations described herein.   3. Administration and Delegation.   (a) Administration.    The Plan will be administered by the Administrator. The  Administrator shall have authority to determine which Service Providers will receive Awards, to grant  Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise and  forfeiture provisions). In addition, the Administrator shall have the authority to take all actions and make  all determinations contemplated by the Plan and to adopt, amend and repeal such administrative rules,  guidelines and practices relating to the Plan as it shall deem advisable. The Administrator may correct any  defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any Award in the  manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into  effect, as determined by the Administrator. The Administrator shall make all determinations under the  Plan in the Administrator’s sole discretion and all such determinations shall be final and binding on all  persons having or claiming any interest in the Plan or in any Award.   (b) Appointment of Committees.    To the extent permitted by Applicable Laws, the  Board may delegate any or all of its powers under the Plan to one or more Committees. The Board may  abolish any Committee at any time and re-vest in itself any previously delegated authority.   4. Stock Available for Awards.  (a) Number of Shares.  Subject to adjustment under Section 8 hereof, Awards may be made  under the Plan covering up to 14,100,000 shares of Common Stock. If any Award expires or lapses or is  terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in  part (including as the result of shares of Common Stock subject to such Award being repurchased by the  Company at or below the original issuance price), in any case in a manner that results in any shares of  Common Stock covered by such Award not being issued or being so reacquired by the Company, the  unused Common Stock covered by such Award shall again be available for the grant of Awards under  the Plan.  Further, shares of Common Stock delivered (either by actual delivery or attestation) to the  Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to  satisfy any applicable tax withholding obligation (including shares retained by the Company from the  Award being exercised or purchased and/or creating the tax obligation) shall be added to the number of  shares of Common Stock available for the grant of Awards under the Plan.  However, in the case of  Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any  





 






2  limitations under the Code.  Shares of Common Stock issued under the Plan may consist in whole or in  part of authorized but unissued shares, shares purchased on the open market or treasury shares.    (b) Substitute Awards.  In connection with a merger or consolidation of an entity  with the Company or the acquisition by the Company of property or stock of an entity, the Administrator  may grant Awards in substitution for any options or other stock or stock-based awards granted prior to  such merger or consolidation by such entity or an affiliate thereof.  Substitute Awards may be granted on  such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations  on Awards contained in the Plan.  Substitute Awards shall not count against the overall share limit set  forth in Section 4(a) hereof, except as may be required by reason of Section 422 of the Code.    5. Stock Options.   (a) General.    The Administrator may grant Options to any Service Provider, subject  to the limitations on Incentive Stock Options described below.  The Administrator shall determine the  number of shares of Common Stock to be covered by each Option, the exercise price of each Option and  the conditions and limitations applicable to the exercise of each Option, including conditions relating to  Applicable Laws, as it considers necessary or advisable.   (b) Incentive Stock Options.    The Administrator may grant Options intended to  qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or  future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code,  respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options  under the Code. All Options intended to qualify as Incentive Stock Options shall be subject to and shall  be construed consistently with the requirements of Section 422 of the Code.  Neither the Company nor the  Administrator shall have any liability to a Participant, or any other party, (i) if an Option (or any part  thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock  Option or (ii) for any action or omission by the Administrator that causes an Option not to qualify as an  Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a  Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to  satisfy the requirements under the Code applicable to an Incentive Stock Option.  Any Option that is  intended to qualify as an Incentive Stock Option, but fails to so qualify for any reason, including without  limitation, the portion of any Option becoming exercisable in excess of the $100,000 limitation described  in Treasury Regulation Section 1.422-4, shall be treated as a Non-Qualified Stock Option for all purposes.  (c) Exercise Price.    The Administrator shall establish the exercise price of each  Option and specify the exercise price in the applicable Award Agreement. The exercise price shall be not  less than 100% of the Fair Market Value on the date the Option is granted.  In the case of an Incentive  Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated as  owning under Section 424 of the Code) stock representing more than 10% of the voting power of all  classes of stock of the Company (or a “parent corporation” or “subsidiary corporation” thereof within the  meaning of Sections 424(e) or 424(f) of the Code, respectively), the per share exercise price shall be no  less than 110% of the Fair Market Value on the date the Option is granted.     (d) Duration of Options.    Each Option shall be exercisable at such times and subject  to such terms and conditions as the Administrator may specify in the applicable Award Agreement,  provided that the term of any Option shall not exceed ten years.  In the case of an Incentive Stock Option  granted to an employee who, at the time of grant of the Option, owns (or is treated as owning under  Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of  the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning of  Sections 424(e) or 424(f) of the Code, respectively), the term of the Option shall not exceed five years.   





 






3  (e) Exercise of Option; Notification of Disposition.    Options may be exercised by  delivery to the Company of a written notice of exercise, in a form approved by the Administrator (which  may be an electronic form), signed by the person authorized to exercise the Option, together with  payment in full (i) as specified in Section 5(f) hereof for the number of shares for which the Option is  exercised and (ii) as specified in Section 9(e) hereof for any applicable withholding taxes.  Unless  otherwise determined by the Administrator, an Option may not be exercised for a fraction of a share of  Common Stock.  If an Option is designated as an Incentive Stock Option, the Participant shall give  prompt notice to the Company of any disposition or other transfer of any shares of Common Stock  acquired from the Option if such disposition or transfer is made (i) within two years from the grant date  with respect to such Option or (ii) within one year after the transfer of such shares to the Participant (other  than any such disposition made in connection with a Change in Control).  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.  (f) Payment Upon Exercise.    Common Stock purchased upon the exercise of an  Option granted under the Plan shall be paid for in cash, by wire transfer of immediately available funds or  by check, payable to the order of the Company, or, subject to Section 10(h), any Company insider trading  policy (including, without limitation, any blackout periods) and Applicable Laws, by:   (i) if the Company is a Publicly Listed Company, unless the Administrator  otherwise determines, (A) delivery of an irrevocable and unconditional undertaking by a broker  acceptable to the Company to deliver promptly to the Company sufficient funds to pay the  exercise price, or (B) delivery by the Participant to the Company of a copy of irrevocable and  unconditional instructions to a broker acceptable to the Company to deliver promptly to the  Company cash or a check sufficient to pay the exercise price, provided in either case, that such  amount is paid to the Company at such time as may be required by the Administrator;    (ii) to the extent permitted by the Administrator, delivery (either by actual  delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair  Market Value, provided (A) such method of payment is then permitted under Applicable Laws,  (B) such Common Stock, if acquired directly from the Company, was owned by the Participant  for such minimum period of time, if any, as may be established by the Company at any time, and  (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other  similar requirements;  (iii) to the extent permitted by the Administrator, surrendering shares of  Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on  the date of exercise;   (iv) to the extent permitted by the Administrator, delivery of a promissory  note of the Participant to the Company on terms determined by the Administrator;   (v) to the extent permitted by the Administrator, delivery of property of any  other kind which constitutes good and valuable consideration as determined by the Administrator;  or  (vi) to the extent permitted by the Administrator, any combination of the  above permitted forms of payment (including cash or check).   (g) Early Exercise of Options.  The Administrator may provide in the terms of an  Award Agreement that the Service Provider may exercise an Option in whole or in part prior to the full  vesting of the Option in exchange for unvested shares of Restricted Stock with respect to any unvested  





 






4  portion of the Option so exercised.  Shares of Restricted Stock acquired upon the exercise of any unvested  portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.  6. Restricted Stock; Restricted Stock Units.  (a) General.  The Administrator may grant Restricted Stock, or the right to purchase  Restricted Stock, to any Service Provider, subject to the right of the Company to repurchase all or part of  such shares at their issue price or other stated or formula price from the Participant (or to require  forfeiture of such shares if issued at no cost) in the event that conditions specified by the Administrator in  the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or  periods established by the Administrator for such Award.  In addition, the Administrator may grant to  Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions  during applicable restriction period or periods, as set forth in an applicable Award Agreement.  (b)  Terms and Conditions for All Restricted Stock and Restricted Stock Unit  Awards.  The Administrator shall determine and set forth in the applicable Award Agreement the terms  and conditions applicable to each Restricted Stock and Restricted Stock Unit Award, including the  conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any.   (c) Additional Provisions Relating to Restricted Stock.   (i) Dividends.  Participants holding shares of Restricted Stock will be  entitled to all ordinary cash dividends paid with respect to such shares to the extent such  dividends have a record date that is on or after the date on which the Participant to whom such  Restricted Shares are granted becomes the record holder of such Restricted Shares, unless  otherwise provided by the Administrator in the applicable Award Agreement.  In addition, unless  otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or  consist of a dividend or distribution to holders of Common Stock of property other than an  ordinary cash dividend, the shares or other property will be subject to the same restrictions on  transferability and forfeitability as the shares of Restricted Stock with respect to which they were  paid. Each dividend payment will be made as provided in the applicable Award Agreement, but  in no event later than the end of the calendar year in which the dividends are paid to stockholders  of that class of stock or, if later, the 15th day of the third month following the later of (A) the date  the dividends are paid to stockholders of that class of stock, and (B) the date the dividends are no  longer subject to forfeiture.    (ii) Stock Certificates.  The Company may require that any stock certificates  issued in respect of shares of Restricted Stock be deposited in escrow by the Participant, together  with a stock power endorsed in blank, with the Company (or its designee).     (d) Additional Provisions Relating to Restricted Stock Units.  (i) Settlement.  Upon the vesting of a Restricted Stock Unit, the Participant  shall be entitled to receive from the Company one share of Common Stock or an amount of cash  or other property equal to the Fair Market Value of one share of Common Stock on the settlement  date, as the Administrator shall determine and as provided in the applicable Award Agreement.   The Administrator may provide that settlement of Restricted Stock Units shall occur upon or as  soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be  deferred, on a mandatory basis or at the election of the Participant, in a manner that complies with  Section 409A.   





 






5  (ii) Voting Rights.  A Participant shall have no voting rights with respect to  any Restricted Stock Units unless and until shares are delivered in settlement thereof.   (iii) Dividend Equivalents.  To the extent provided by the Administrator, a  grant of Restricted Stock Units may provide a Participant with the right to receive Dividend  Equivalents.  Dividend Equivalents may be paid currently or credited to an account for the  Participant, may be settled in cash and/or shares of Common Stock and may be subject to the  same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which  the Dividend Equivalents are paid, as determined by the Administrator, subject, in each case, to  such terms and conditions as the Administrator shall establish and set forth in the applicable  Award Agreement.  7. Other Stock-Based Awards.    Other Stock-Based Awards may be granted hereunder to Participants, including, without  limitation, Awards entitling Participants to receive shares of Common Stock to be delivered in the future.  Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other  Awards granted under the Plan, as stand-alone payments and/or as payment in lieu of compensation to  which a Participant is otherwise entitled.  Other Stock-Based Awards may be paid in shares of Common  Stock, cash or other property, as the Administrator shall determine.  Subject to the provisions of the Plan,  the Administrator shall determine the terms and conditions of each Other Stock-Based Award, including  any purchase price, transfer restrictions, vesting conditions and other terms and conditions applicable  thereto, which shall be set forth in the applicable Award Agreement.   8. Adjustments for Changes in Common Stock and Certain Other Events.  (a) In the event that the Administrator determines that any dividend or other  distribution (whether in the form of cash, Common Stock, other securities, or other property),  reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution,  or sale, transfer, exchange or other disposition of assets of the Company, or exchange of Common Stock  or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or  other securities of the Company, or other similar corporate transaction or event, as determined by the  Administrator, affects the Common Stock such that an adjustment is determined by the Administrator to  be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by  the Company to be made available under the Plan or with respect to any Award, then the Administrator  may, in such manner as it may deem equitable, adjust any or all of:    (i) the number and kind of shares of Common Stock (or other securities or  property) with respect to which Awards may be granted or awarded (including, but not limited to,  adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares  which may be issued);    (ii) the number and kind of shares of Common Stock (or other securities or  property) subject to outstanding Awards;    (iii) the grant or exercise price with respect to any Award; and  (iv) the terms and conditions of any Awards (including, without limitation,  any applicable financial or other performance “targets” specified in an Award Agreement).    (b) In the event of any transaction or event described in Section 8(a) hereof  (including without limitation any Change in Control) or any unusual or nonrecurring transaction or event  





 






6  affecting the Company or the financial statements or financial condition of the Company, or any change  in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it  deems appropriate, either by the terms of the Award or by action taken prior to or after the occurrence of  such transaction or event and either automatically or upon the Participant’s request, is hereby authorized  to take any one or more of the following actions whenever the Administrator determines that such action  is appropriate in order to (i) prevent dilution or enlargement of the benefits or potential benefits intended  by the Company to be made available under the Plan or with respect to any Award granted or issued  under the Plan, (ii) to facilitate such transaction or event or (iii) give effect to such changes in Applicable  Laws or accounting principles:    (i) To provide for the cancellation of any such Award in exchange for either  an amount of cash or other property with a value equal to the amount that could have been  obtained upon the exercise or settlement of such Award or realization of the Participant’s rights  had such Award been currently exercisable, payable and fully vested, as applicable; provided that,  if the amount that could have been obtained upon the exercise or settlement of such Award or  realization of the Participant’s rights, in any case, is equal to or less than zero, then such Award  may be terminated without payment;    (ii) To provide that such Award shall vest and, to the extent applicable, be  exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan  or the provisions of such Award;  (iii) To provide that such Award be assumed by the successor or survivor  corporation, or a parent or subsidiary thereof, or shall be substituted for by awards 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 applicable exercise or purchase price, in all  cases, as determined by the Administrator;    (iv) To make adjustments in the number and type of shares of Common Stock  (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions  of (including the grant or exercise price), and the criteria included in, outstanding Awards which  may be granted in the future;    (v) To replace such Award with other rights or property selected by the  Administrator; and/or  (vi) To provide that the Award will terminate and cannot vest, be exercised  or become payable after the applicable event.  (c) In connection with the occurrence of any Equity Restructuring, and  notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust each  outstanding Award, which adjustments may include adjustments to the number and type of securities  subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, the grant  of new Awards to Participants, and/or the making of a cash payment to Participants, as the Administrator  deems appropriate to reflect such Equity Restructuring.  The adjustments provided under this Section 8(c)  shall be nondiscretionary and shall be final and binding on the affected Participant and the Company;  provided that whether an adjustment is equitable shall be determined by the Administrator.   (d) In the event of any pending stock dividend, stock split, combination or exchange  of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company  assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the  Common Stock, including any Equity Restructuring, or if necessary to comply with Applicable Laws or  





 






7  the Code, or for reasons of administrative convenience, the Administrator may, in its sole discretion,  refuse to permit the exercise of any Award during a period of up to thirty days prior to the consummation  of any such transaction.     (e) Except as expressly provided in the Plan or pursuant to action of the  Administrator under 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 of Common Stock subject to an Award or the grant or exercise  price of any Award.  The existence of the Plan, any Award Agreements and the Awards granted  hereunder shall not affect or restrict in any way the right or power of the Company to make or authorize  (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or  its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company  assets or (iii) any sale or issuance of securities, including without limitation, securities with rights  superior to those of the Common Stock or which are convertible into or exchangeable for Common Stock.   The Administrator may treat Participants and Awards (or portions thereof) differently under this Section  8.  9. General Provisions Applicable to Awards.   (a) Transferability of Awards.    Except as the Administrator may otherwise  determine or provide in an Award Agreement or otherwise, in any case in accordance with Applicable  Laws, Awards, including any interest therein, may not be sold, assigned, transferred, pledged or otherwise  encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by  will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable  only by the Participant. References to a Participant, to the extent relevant in the context, shall include  references to authorized transferees.   (b) Documentation.    Each Award shall be evidenced in an Award Agreement,  which may be in such form (written, electronic or otherwise) as the Administrator shall determine. Each  Award may contain terms and conditions in addition to those set forth in the Plan.   (c) Discretion.    Except as otherwise provided by the Plan, each Award may be  made alone or in addition or in relation to any other Award. The terms of each Award to a Participant  need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof)  uniformly.   (d) Termination of Status.    The Administrator shall determine the effect on an  Award of the disability, death, retirement, authorized leave of absence or any other change or purported  change in a Participant’s Service Provider status and the extent to which, and the period during which, the  Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may  exercise rights under the Award, if applicable.   (e) Withholding.    Each Participant shall pay to the Company, or make provision  satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection  with Awards to such Participant no later than the date of the event creating the tax liability. Except as the  Administrator may otherwise determine, all such payments shall be made in cash, by wire transfer of  immediately available funds or by check, payable to the order of the Company.  Notwithstanding the  foregoing, Participants may satisfy such tax obligations, subject to Section 10(h), any Company insider  





 






8  trading policy (including blackout periods) and Applicable Laws, to the extent permitted by the  Administrator, (i) in whole or in part by delivery of shares of Common Stock, including shares of  Common Stock retained from the Award creating the tax obligation, valued at their Fair Market Value,  and (ii) if there is a public market for shares of Common Stock at the time the tax obligations are  satisfied, unless the Administrator otherwise determines, (A) delivery (including, without limitation,  telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking  by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the  tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and  unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company  cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the  Company at such time as may be required by the Administrator.  The number of shares of Common Stock  which may be so withheld or surrendered shall be limited to the number of shares of Common Stock  which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate  amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and  foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The  Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any  payment of any kind otherwise due to a Participant.   (f) Amendment of Award.    The Administrator may amend, modify or terminate any  outstanding Award, including but not limited to, substituting therefor another Award of the same or a  different type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a  Non-Qualified Stock Option.  The Participant’s consent to such action shall be required unless (i) the  Administrator determines that the action, taking into account any related action, would not materially and  adversely affect the Participant, or (ii) the change is permitted under Section 8 and 10(f) hereof.  (g) Conditions on Delivery of Stock.    The Company will not be obligated to deliver  any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously  delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction  of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with  the issuance and delivery of such shares have been satisfied, including any applicable securities laws and  any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed  and delivered to the Company such representations or agreements as the Administrator deems necessary  or appropriate to satisfy the requirements of any Applicable Laws. The inability of the Company to obtain  authority from any regulatory body having jurisdiction, which authority is determined by the  Administrator to be necessary to the lawful issuance and sale of any securities hereunder, shall relieve the  Company of any liability in respect of the failure to issue or sell such shares as to which such requisite  authority shall not have been obtained.  (h) Acceleration.    The Administrator may at any time provide that any Award shall  become vested and/or exercisable in full or in part, free of some or all restrictions or conditions, or  otherwise realizable in full or in part, as the case may be.   10. Miscellaneous.   (a) No Right To Employment or Other Status.   No person shall have any claim or  right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the  right to continued employment or any other relationship with the Company. The Company expressly  reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free  from any liability or claim under the Plan or any Award, except as expressly provided in an applicable  Award Agreement.   





 






9  (b) No Rights As Stockholder; Certificates.   Subject to the provisions of the  applicable Award Agreement, no Participant or Designated Beneficiary shall have any rights as a  stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until  becoming the record holder of such shares. Notwithstanding any other provision of the Plan, unless  otherwise determined by the Administrator or required by any Applicable Laws, the Company shall not  be required to deliver to any Participant certificates evidencing shares of Common Stock issued in  connection with any Award and instead such shares of Common Stock may be recorded in the books of  the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place  legends on stock certificates issued under the Plan deemed necessary or appropriate by the Administrator  in order to comply with Applicable Laws.  (c) Effective Date and Term of Plan.    The Plan shall become effective on the date  on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of  ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the  Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond  that date in accordance with the terms of the Plan.   (d) Amendment of Plan.    The Administrator may amend, suspend or terminate the  Plan or any portion thereof at any time; provided that no amendment of the Plan shall materially and  adversely affect (as determined by the Administrator) any Award outstanding at the time of such  amendment without the consent of the affected Participant. Awards outstanding under the Plan at the time  of any suspension or termination of the Plan shall continue to be governed in accordance with the terms of  the Plan and the applicable Award Agreement, as in effect prior to such suspension or termination.  The  Board shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with  Applicable Laws.  (e) Provisions for Foreign Participants.  The Administrator may modify Awards  granted to Participants who are foreign nationals or employed outside the United States or establish  subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such  foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.  





 






10  (f) Section 409A.    (i) General.  The Company intends that all Awards be structured in  compliance with, or to satisfy an exemption from, Section 409A, such that no adverse tax  consequences, interest, or penalties under Section 409A apply in connection with any Awards.   Notwithstanding anything herein or in any Award Agreement to the contrary, the Administrator  may, without a Participant’s prior consent, amend this Plan and/or Awards, adopt policies and  procedures, or take any other actions (including amendments, policies, procedures and actions  with retroactive effect) as are necessary or appropriate to preserve the intended tax treatment of  Awards under the Plan, including without limitation, any such actions intended to (A) exempt this  Plan and/or any Award from the application of Section 409A, and/or (B) comply with the  requirements of Section 409A, including without limitation any such regulations, guidance,  compliance programs and other interpretative authority that may be issued after the date of grant  of any Award. The Company makes no representations or warranties as to the tax treatment of  any Award under Section 409A or otherwise.  The Company shall have no obligation under this  Section 10(f) or otherwise to take any action (whether or not described herein) to avoid the  imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall  have no liability to any Participant or any other person if any Award, compensation or other  benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred  compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.  (ii) Separation from Service.  With respect to any Award that constitutes  “nonqualified deferred compensation” under Section 409A, any payment or settlement of such  Award that is to be made upon a termination of a Participant’s Service Provider relationship shall,  to the extent necessary to avoid the imposition of taxes under Section 409A, be made only upon  the Participant’s “separation from service” (within the meaning of Section 409A), whether such  “separation from service” occurs upon or subsequent to the termination of the Participant’s  Service Provider relationship. For purposes of any such provision of this Plan or any Award  Agreement relating to any such payments or benefits, references to a “termination,” “termination  of employment” or like terms shall mean “separation from service.”  (iii) Payments to Specified Employees.  Notwithstanding any contrary  provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred  compensation” that are otherwise required to be made under an Award to a “specified employee”  (as defined under Section 409A and determined by the Administrator) as a result of his or her  “separation from service” shall, to the extent necessary to avoid the imposition of taxes under  Code Section 409A(a)(2)(B)(i), be delayed until the expiration of the six-month period  immediately following such “separation from service” (or, if earlier, until the date of death of the  specified employee) and shall instead be paid (in a manner set forth in the Award agreement) on  the day that immediately follows the end of such six-month period or as soon as administratively  practicable thereafter (without interest).  Any payments of “nonqualified deferred compensation”  under such Award that are, by their terms, payable more than six months following the  Participant’s “separation from service” shall be paid at the time or times such payments are  otherwise scheduled to be made.  (g) Limitations on Liability.  Notwithstanding any other provisions of the Plan, no  individual acting as a director, officer, other employee or agent of the Company will be liable to any  Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or  expense incurred in connection with the Plan or any Award, nor will such individual be personally liable  with respect to the Plan because of any contract or other instrument he or she executes in his or her  capacity as an Administrator, director, officer, other employee or agent of the Company.  The Company  





 






11  will indemnify and hold harmless each director, officer, other employee and agent of the Company to  whom any duty or power relating to the administration or interpretation of the Plan has been or will be  granted or delegated, against any cost or expense (including attorneys’ fees) or liability (including any  sum paid in settlement of a claim with the Administrator’s approval) arising out of any act or omission to  act concerning this Plan unless arising out of such person’s own fraud or bad faith.   (h) Lock-Up Period.  The Company may, at the request of any representative of the  underwriters or otherwise, in connection with any registration of the offering of any securities of the  Company under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise  transferring any shares of Common Stock or other securities of the Company during a period of up to one  hundred eighty days following the effective date of a registration statement of the Company filed under  the Securities Act.  (i) Right of First Refusal.  (i) Before any shares of Common Stock held by a Participant or any  permitted transferee (each, a “Holder”) may be sold, pledged, assigned, hypothecated,  transferred, or otherwise disposed of (each, a “Transfer”), the Company or its assignee(s) shall  have a right of first refusal to purchase the shares of Common Stock proposed to be Transferred  on the terms and conditions set forth in this Section 10(i) (the “Right of First Refusal”).  In the  event that the Company’s charter, bylaws and/or a stockholders’ agreement applicable to the  shares of Common Stock contain a right of first refusal with respect to the shares of Common  Stock, such right of first refusal shall apply to the shares of Common Stock to the extent such  provisions are more restrictive than the Right of First Refusal set forth in this Section 10(i) and  the Right of First Refusal set forth in this Section 10(i) shall not in any way restrict the operation  of the Company’s charter, bylaws or the operation of any applicable stockholders’ agreement.  (ii) In the event any Holder desires to Transfer any shares of Common Stock,  the Holder shall deliver to the Company a written notice (the “Notice”) stating:  (A) the Holder’s  bona fide intention to sell or otherwise Transfer such shares of Common Stock; (B) the name of  each proposed purchaser or other transferee (“Proposed Transferee”); (C) the number of shares  of Common Stock to be Transferred to each Proposed Transferee; and (D) the price for which the  Holder proposes to Transfer the shares of Common Stock (the “Offered Price”), and the Holder  shall offer such shares of Common Stock at the Offered Price to the Company or its assignee(s).  (iii) Within twenty-five days after receipt of the Notice, the Company and/or  its assignee(s) may elect in writing to purchase all, but not less than all, of the shares of Common  Stock proposed to be Transferred to any one or more of the Proposed Transferees by delivery of a  written exercise notice to the Holder (a “Company Notice”).  The purchase price (“Purchase  Price”) for the shares of Common Stock repurchased under this Section 10(i) shall be the Offered  Price.  (iv) Payment of the Purchase Price shall be made, at the option of the  Company or its assignee(s), in cash (by check or wire transfer), by cancellation of all or a portion  of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by  an assignee, to the assignee), or by any combination thereof, within five days after delivery of the  Company Notice or in the manner and at the times mutually agreed to by the Company and the  Holder.  Should the Offered Price specified in the Notice be payable in property other than cash,  the Company or its assignee shall have the right to pay the purchase price in the form of cash  equal in amount to the value of such property, as determined by the Administrator.    





 






12  (v) If all or a portion of the shares of Common Stock proposed in the Notice  to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this  Section 10(i), then the Holder may sell or otherwise Transfer such shares of Common Stock to  that Proposed Transferee at the Offered Price or at a higher price; provided that such sale or other  Transfer is consummated within sixty days after the date of the Notice; and provided, further, that  any such sale or other Transfer is effected in accordance with any Applicable Laws and the  Proposed Transferee agrees in writing that the provisions of this Plan and the applicable Award  Agreement and any other applicable agreements governing the shares of Common Stock to be  Transferred shall continue to apply to the shares of Common Stock in the hands of such Proposed  Transferee.  If the shares of Common Stock described in the Notice are not Transferred to the  Proposed Transferee within such sixty-day period, a new Notice shall be given to the Company,  and the Company and/or its assignees shall again be offered the Right of First Refusal, as  provided herein, before any shares of Common Stock held by the Holder may be sold or  otherwise Transferred.  (vi) Anything to the contrary contained in this Section 10(i) notwithstanding  and to the extent permitted by the Administrator, the Transfer of any or all of the shares of  Common Stock during a Participant’s lifetime or upon a Participant’s death by will or intestacy to  the Participant’s Immediate Family or a trust for the benefit of the Participant’s Immediate  Family shall be exempt from the Right of First Refusal.  As used herein, “Immediate Family”  shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister or stepchild  (whether or not adopted).  In such case, the transferee or other recipient shall receive and hold the  shares of Common Stock so Transferred subject to the provisions of this Plan (including the Right  of First Refusal), the applicable Award Agreement and any other applicable agreements  governing the shares of Common Stock to be Transferred, and there shall be no further Transfer  of such shares of Common Stock except in accordance with the terms of this Section 10(i) (or  otherwise as expressly provided under the Plan).  (vii) The Right of First Refusal shall terminate as to all shares of Common  Stock if the Company becomes a Publicly Listed Company upon such occurrence.  (j) Data Privacy.  As a condition of receipt of any Award, each Participant explicitly  and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal  data as described in this paragraph by and among, as applicable, the Company and its subsidiaries and  affiliates for the exclusive purpose of implementing, administering and managing the Participant’s  participation in the Plan.  The Company and its subsidiaries and affiliates may hold certain personal  information about a Participant, including but not limited to, the Participant’s name, home address and  telephone number, date of birth, social security or insurance number or other identification number,  salary, nationality, job title(s), any shares of stock held in the Company or any of its subsidiaries and  affiliates, details of all Awards, in each case, for the purpose of implementing, managing and  administering the Plan and Awards (the “Data”).  The Company and its subsidiaries and affiliates may  transfer the Data amongst themselves as necessary for the purpose of implementation, administration and  management of a Participant’s participation in the Plan, and the Company and its subsidiaries and  affiliates may each further transfer the Data to any third parties assisting the Company in the  implementation, administration and management of the Plan.  These recipients may be located in the  Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws  and protections than the recipients’ country.  Through acceptance of an Award, each Participant  authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form,  for the purposes of implementing, administering and managing the Participant’s participation in the Plan,  including any requisite transfer of such Data as may be required to a broker or other third party with  whom the Company or the Participant may elect to deposit any shares of Common Stock.  The Data  





 






13  related to a Participant will be held only as long as is necessary to implement, administer, and manage the  Participant’s participation in the Plan.  A Participant may, at any time, view the Data held by the  Company with respect to such Participant, request additional information about the storage and  processing of the Data with respect to such Participant, recommend any necessary corrections to the Data  with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without  cost, by contacting his or her local human resources representative.  The Company may cancel  Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may  forfeit any outstanding Awards if the Participant refuses or withdraws his or her consents as described  herein.  For more information on the consequences of refusal to consent or withdrawal of consent,  Participants may contact their local human resources representative.  (k) Severability.  In the event any portion of the Plan or any action taken pursuant  thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the  remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid  provisions had not been included, and the illegal or invalid action shall be null and void.  (l) Governing Documents.  In the event of any contradiction between the Plan and  any Award Agreement or any other written agreement between a Participant and the Company or any  Subsidiary of the Company that has been approved by the Administrator, the terms of the Plan shall  govern, unless it is expressly specified in such Award Agreement or other written document that a  specific provision of the Plan shall not apply.  (m) Governing Law.  The provisions of the Plan and all Awards made hereunder shall  be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding choice- of-law principles of the law of any state that would require the application of the laws of a jurisdiction  other than such state.  (n) Submission to Jurisdiction; Waiver of Jury Trial.  By accepting an Award, each  Participant irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts  of the State of Delaware and of the United States of America, in each case located in the State of  Delaware, for any action arising out of or relating to the Plan (and agrees not to commence any litigation  relating thereto except in such courts), and further agrees that service of any process, summons, notice or  document by U.S. registered mail to the address contained in the records of the Company shall be  effective service of process for any litigation brought against it in any such court.  By accepting an  Award, each Participant irrevocably and unconditionally waives any objection to the laying of venue of  any litigation arising out of Plan or Award hereunder in the courts of the State of Delaware or the United  States of America, in each case located in the State of Delaware, and further irrevocably and  unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought  in any such court has been brought in an inconvenient forum.  By accepting an Award, each Participant  irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all  rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award  hereunder.  (o) Restrictions on Shares; Claw-Back Provisions.  Awards and shares of Common  Stock acquired in respect of Awards shall be subject to such terms and conditions as the Administrator  shall determine, including, without limitation, restrictions on the transferability of shares of Common  Stock, the right of the Company to repurchase shares of Common Stock, the right of the Company to  require that shares of Common Stock be transferred in the event of certain transactions, tag-along rights,  bring-along rights, redemption and co-sale rights and voting requirements.  Such terms and conditions  may be additional to those contained in the Plan and may, as determined by the Administrator, be  contained in the applicable Award Agreement or in an exercise notice, stockholders’ agreement or in such  other agreement as the Administrator shall determine, in each case in a form determined by the  





 






14  Administrator.  The issuance of such shares of Common Stock shall be conditioned on the Participant’s  consent to such terms and conditions and the Participant’s entering into such agreement or agreements.   All Awards (including any proceeds, gains or other economic benefit actually or constructively received  by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of  Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy  implemented by the Company, including, without limitation, any claw-back policy adopted to comply  with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules  or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the  applicable Award Agreement.  A Participant shall, as a condition to receiving an Award, agree to execute  such further instruments and to take such further action as the Company requests to carry out the purposes  and intent of the Plan and any Award, including, without limitation, restrictions on the transferability of  shares of Common Stock, the right of the Company to repurchase shares of Common Stock, the right of  the Company to require that shares of Common Stock be transferred in the event of certain transactions,  tag-along rights, bring-along rights, redemption and co-sale rights and voting requirements in accordance  with Section 10(o) of the Plan.  (p) Titles and Headings.  The titles and headings of the Sections in the Plan are for  convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles  or headings, shall control.  (q) Conformity to Securities Laws.  Participant acknowledges that the Plan is  intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange  Act and any and all regulations and rules promulgated by the Securities and Exchange Commission  thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the  Plan and all Awards granted hereunder shall be administered only in such a manner as to conform to such  laws, rules and regulations. To the extent permitted by Applicable Laws, the Plan and all Award  Agreements shall be deemed amended to the extent necessary to conform to such laws, rules and  regulations.  11. Definitions.  As used in the Plan, the following words and phrases shall have the  following meanings:  (a) “Administrator” means the Board or a Committee to the extent that the Board’s  powers or authority under the Plan have been delegated to such Committee.  (b) “Applicable Laws” means the requirements relating to the administration of  equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and  regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock  is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where  Awards are granted or issued under the Plan.  (c)  “Award” means, individually or collectively, a grant under the Plan of Options,  Restricted Stock, Restricted Stock Units or Other Stock-Based Awards.  (d) “Award Agreement” means a written agreement evidencing an Award, which  agreements may be in electronic medium and shall contain such terms and conditions with respect to an  Award as the Administrator shall determine, consistent with and subject to the terms and conditions of the  Plan.  (e) “Board” means the Board of Directors of the Company.   





 






15  (f) “Cause,” with respect to a Participant, means “Cause” (or any term of similar  effect) as defined in such Participant’s employment agreement with the Company if such an agreement  exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists or such  agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but  not be limited to: (i) the Participant’s unauthorized use or disclosure of confidential information or trade  secrets of the Company or any material breach of a written agreement between the Participant and the  Company, including without limitation a material breach of any employment, confidentiality, non- compete, non-solicit or similar agreement; (ii) the Participant’s commission of, indictment for or the entry  of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United States or  any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any  jurisdiction outside the United States); (iii) the Participant’s gross negligence or willful misconduct or the  Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of  fraud, embezzlement, material misappropriation or dishonesty committed by the Participant against the  Company; or (v) any acts, omissions or statements by a Participant which the Company reasonably  determines to be materially detrimental or damaging to the reputation, operations, prospects or business  relations of the Company.  (g) “Change in Control” means (i) a merger or consolidation of the Company with  or into any other corporation or other entity or person, (ii) a sale, lease, exchange or other transfer in one  transaction or a series of related transactions of all or substantially all of the Company’s assets, or (iii) any  other transaction, including the sale by the Company of new shares of its capital stock or a transfer of  existing shares of capital stock of the Company, the result of which is that a third party that is not an  affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or  its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company  representing a majority of the Company’s outstanding voting power immediately following such  transaction; provided that the following events shall not constitute a “Change in Control”: (A) a  transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of  the voting securities of the Company immediately prior to the merger or consolidation hold, directly or  indirectly, at least a majority of the voting securities in the successor corporation or its parent  immediately after the merger or consolidation; (B) a sale, lease, exchange or other transaction in one  transaction or a series of related transactions of all or substantially all of the Company’s assets to an  affiliate of the Company; (C) an initial public offering of any of the Company’s securities or any other  transaction or series of related transactions principally for bona fide equity financing purposes; (D) a  reincorporation of the Company solely to change its jurisdiction; (E) a transaction undertaken for the  primary purpose of creating a holding company that will be owned in substantially the same proportion  by the persons who held the Company’s securities immediately before such transaction; or (F) a  transaction or series of related transactions principally for bona fide equity financing purposes in which  cash is received by the Company or any successor or indebtedness of the Company is cancelled or  converted, or a combination thereof.  Notwithstanding the foregoing, if a Change in Control would give  rise to a payment or settlement event with respect to any Award that constitutes “nonqualified deferred  compensation,” the transaction or event constituting the Change in Control must also constitute a “change  in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment  or settlement event for such Award, to the extent required by Section 409A.  (h) “Code” means the Internal Revenue Code of 1986, as amended, and the  regulations issued thereunder.    (i) “Committee” means one or more committees or subcommittees of the Board,  which may be comprised of one or more directors and/or executive officers of the Company, in either  case, to the extent permitted in accordance with Applicable Laws.  (j) “Common Stock” means the common stock of the Company.   





 






16  (k) “Company” means SNP Bio, Inc., a Delaware corporation, or any successor  thereto. Except where the context otherwise requires, the term “Company” includes any of the Company’s  present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code and any  other business venture (including, without limitation, joint venture or limited liability company) in which  the Company has a significant interest, as determined by the Administrator.  (l) “Consultant” means any person, including any advisor, engaged by the  Company or a parent or subsidiary of the Company to render services to such entity.  (m) “Designated Beneficiary” means the beneficiary or beneficiaries designated, in a  manner determined by the Administrator, by a Participant to receive amounts due or exercise rights of the  Participant in the event of the Participant’s death or incapacity   In the absence of an effective designation  by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.  (n) “Director” means a member of the Board.  (o) “Disability” means a permanent and total disability within the meaning of  Section 22(e)(3) of the Code, as it may be amended from time to time.  (p) “Dividend Equivalents” means a right granted to a Participant pursuant to  Section 6(d)(3) hereof to receive the equivalent value (in cash or shares of Common Stock) of dividends  paid on shares of Common Stock.  (q) “Employee” means any person, including officers and Directors, employed by  the Company (within the meaning of Section 3401(c) of the Code) or any parent or subsidiary of the  Company.  (r) “Equity Restructuring” means, as determined by the Administrator, a non- reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split,  spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the shares of  Common Stock (or other securities of the Company) or the share price of Common Stock (or other  securities of the Company) and causes a change in the per share value of the Common Stock underlying  outstanding Awards.  (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.  (t) “Fair Market Value” means, as of any date, the value of Stock determined as  follows:  (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value shall  be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale  occurred on such date, the first market trading day immediately prior to such date during which a sale  occurred, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;  (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other  quotation system, the last sales price on such date, or if no sales occurred on such date, then on the date  immediately prior to such date on which sales prices are reported, as reported in The Wall Street Journal  or such other source as the Administrator deems reliable; or (iii) in the absence of an established market  for the Common Stock, the Fair Market Value thereof shall be determined by the Administrator.  (u) “Good Reason” shall mean (a) a change in the Participant’s position with the  Company (or its subsidiary employing the Participant) that materially reduces the Participant’s authority,  duties or responsibilities, (b) a material diminution in the Participant’s level of base compensation, except  in connection with a general reduction in the base compensation of the Company’s personnel with similar  status and responsibilities or (c) a relocation of the Participant’s place of employment by more than 50  





 






17  miles, provided that such change, reduction or relocation is effected by the Company (or its subsidiary  employing the Participant) without the Participant’s consent.  Notwithstanding the foregoing, Good  Reason shall only exist if Participant shall have provided the Company with written notice within sixty  (60) days of the initial occurrence of any of the foregoing events or conditions, and the Company or any  successor or affiliate fails to eliminate the conditions constituting Good Reason within thirty (30) days  after receipt of written notice of such event or condition from Participant.  Participant's resignation from  employment with the Company for “Good Reason” must occur within six (6) months following the initial  occurrence of one of the foregoing events or conditions.  Notwithstanding the foregoing, if Participant is a  party to a written employment or consulting agreement with the Company (or its subsidiary) in which the  term “good reason” is defined, then “Good Reason” shall be as such term is defined in the applicable  written employment or consulting agreement.  (v) “Incentive Stock Option” means an “incentive stock option” as defined in  Section 422 of the Code.  (w) “Non-Qualified Stock Option” means an Option that is not intended to be or  otherwise does not qualify as an Incentive Stock Option.  (x) “Option” means an option to purchase Common Stock.  (y) “Other Stock-Based Awards” means other Awards of shares of Common Stock,  and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of  Common Stock or other property.  (z) “Participant” means a Service Provider who has been granted an Award under  the Plan.  (aa) “Plan” means this 2018 Equity Incentive Plan.  (bb) “Publicly Listed Company” means that the Company or its successor (i) is  required to file periodic reports pursuant to Section 12 of the Exchange Act and (ii) the Common Stock is  listed on one or more National Securities Exchanges (within the meaning of the Exchange Act) or is  quoted on NASDAQ or a successor quotation system.  (cc) “Restricted Stock” means Common Stock awarded to a Participant pursuant to  Section 6 hereof that is subject to certain vesting conditions and other restrictions.  (dd) “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the  applicable settlement date, one share of Common Stock or an amount in cash or other consideration  determined by the Administrator equal to the value thereof as of such payment date, which right may be  subject to certain vesting conditions and other restrictions.   (ee) “Section 409A” means Section 409A of the Code and all regulations, guidance,  compliance programs and other interpretative authority thereunder.  (ff) “Securities Act” means the Securities Act of 1933, as amended from time to  time.  (gg) “Service Provider” means an Employee, Consultant or Director.  (hh) “Termination of Service” means the date the Participant ceases to be a Service  Provider. 





 






CS-1    SNP BIO, INC.  2018 EQUITY INCENTIVE PLAN   CALIFORNIA SUPPLEMENT   The Administrator has adopted this supplement for purposes of satisfying the requirements of  Section 25102(o) of the California Corporations Code and the regulations issued thereunder (“Section  25102(o)”).  Notwithstanding anything to the contrary contained in the Plan and except as otherwise  determined by the Administrator, the provisions set forth in this supplement shall apply to all Awards  granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a  “California Participant”) and which are intended to be exempt from registration in California pursuant to  Section 25102(o).  This supplement shall not apply to Awards granted to California Participants or after  the date on which the Company becomes a Publicly Listed Company.  Definitions in the Plan are  applicable to this supplement.    1. Limitation on Securities Issuable under the Plan.  The amount of securities issued  pursuant to the Plan shall not exceed the amounts permitted under section 260.140.45 of the California  Code of Regulations to the extent applicable.  2. Additional Limitations On Options.   (a) Maximum Duration of Options.  No Options granted to California Participants  will be granted for a term in excess of 10 years.   (b) Minimum Exercise Period Following Termination.  Unless a California  Participant’s Service Provider relationship is terminated for Cause, in the event of termination of such  Participant’s Service Provider relationship, to the extent required by Applicable Laws, he or she shall  have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such  Option on the date employment terminated, as follows: (i) at least six months from the date of  termination, if termination was caused by such Participant’s death or Disability and (ii) at least 30 days  from the date of termination, if termination was caused other than by such Participant’s death or  Disability.   3. Additional Limitations For Restricted Stock Awards, Restricted Stock Units and Other  Stock-Based Awards.  The terms of all Awards granted to California Participants shall comply, to the  extent applicable, with Section 260.140.41 and Section 260.140.42 of the California Code of Regulations.   4. Adjustments.  The Administrator will make such adjustments to an Award held by a  California Participant as may be required by Section 260.140.41 or Section 260.140.42 of the California  Code of Regulations.   5. Additional Requirement To Provide Information To California Participants.  To the  extent required by Section 260.140.46 of the California Code of Regulations, the Company shall provide  to each California Participant and to each California Participant who acquires Common Stock pursuant to  the Plan, not less frequently than annually, copies of annual financial statements (which need not be  audited). The Company shall not be required to provide such statements to key persons whose duties in  connection with the Company assure their access to equivalent information.  In addition, this information  requirement shall not apply to the Plan to the extent that it complies with all conditions of Rule 701 of the  Securities Act (“Rule 701”) as determined by the Administrator; provided that for purposes of  





 






CS-2  determining such compliance, any registered domestic partner shall be considered a “family member” as  that term is defined in Rule 701.   6. Stockholder Approval; Additional Limitations On Timing Of Awards.  The Plan will be  submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the  Board’s adoption of the Plan.  Awards may be granted or awarded prior to such stockholder approval;  provided that no Award granted to a California Participant shall become exercisable, vested or realizable,  as applicable to such Award, unless the Plan has been approved by the Company’s stockholders within  twelve months before or after the date the Plan was adopted by the Administrator; and provided, further,  that if such approval has not been obtained at the end of said twelve-month period, all Awards previously  granted or awarded under the Plan to California Participants shall thereupon be canceled and become null  and void.       





 






    AMENDMENT NO. 1  TO THE  STRATIFY GENOMICS INC. 2018 EQUITY INCENTIVE PLAN  THIS AMENDMENT NO. 1 TO THE STRATIFY GENOMICS INC. 2018 EQUITY  INCENTIVE PLAN (this “Amendment”), dated as of          , 2019, is made and adopted by  STRATIFY GENOMICS INC., a Delaware corporation (the “Company”).  Capitalized terms used  but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined  below).  RECITALS  WHEREAS, the Company has adopted the Stratify Genomics Inc. 2018 Equity Incentive  Plan (the “Plan”);  WHEREAS, the Company desires to amend the Plan as set forth below;  WHEREAS, pursuant to Section 10(d) of the Plan, the Plan may be amended by the Board  of Directors of the Company; and  WHEREAS, the Board of Directors of the Company has approved this Amendment  pursuant to resolutions adopted on           , 2019, and the stockholders of the Company have  approved this Amendment pursuant to resolutions adopted on           , 2019.  NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the  Plan as follows:  1. The first sentence of Section 4 of the Plan is hereby amended to read as follows:  “Subject to adjustment under Section 8 hereof, Awards may be made under the  Plan covering up to 9,230,000 shares of Common Stock.”  2. This Amendment shall be and is hereby incorporated in and forms a part of the  Plan.  All other terms and provisions of the Plan shall remain unchanged except as  specifically modified herein.  The Plan, as amended by this Amendment, is hereby  ratified and confirmed.    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]     





 






  I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors  of Stratify Genomics Inc. on           , 2019, and duly approved by the stockholders of Stratify  Genomics Inc. on           , 2019.    By:  /s/ Martyn Gross   Name: Martyn Gross  Title: President  





 






    AMENDMENT NO. 2 TO THE  STRATIFY GENOMICS INC. 2018 EQUITY INCENTIVE PLAN  THIS AMENDMENT NO.  2 TO THE STRATIFY GENOMICS INC.  2018 EQUITY  INCENTIVE PLAN (this “Plan Amendment No. 2”), dated as of May 15, 2020, is made and  adopted by STRATIFY GENOMICS INC., a Delaware corporation (the “Company”).  Capitalized  terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan  (as defined below).  RECITALS  WHEREAS, the Company has previously adopted the Stratify Genomics Inc. 2018 Equity  Incentive Plan (as subsequently amended, the “Plan”);  WHEREAS, the Company previously amended the Plan pursuant to that certain  Amendment No. 1 to the Corporation’s 2018 Equity Incentive Plan, which, among other things,  decreased the total number of shares issuable under the 2018 Equity Incentive Plan to 9,230,000  shares;  WHEREAS, the Company now desires to amend the Plan to increase the available shares  that are issuable under the Plan as set forth below;  WHEREAS, pursuant to Section 10(d) of the Plan, the Plan may be amended by the Board  of Directors of the Company; and  WHEREAS, the Board of Directors of the Company has approved this Plan Amendment  No. 2 pursuant to resolutions adopted on May 15, 2020 and has submitted this Plan Amendment  No. 2 to the stockholders of the Company for their approval.  NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the  Plan as follows:  1. The first sentence of Section 4 of the Plan is hereby amended to read as follows:   Subject to adjustment under Section 8 hereof, Awards may be made under  the Plan covering up to 11 million (11,000,000) shares of Common Stock.”  2. This Plan Amendment No. 2 shall be and is hereby incorporated in and forms a part  of the Plan.  All other terms and provisions of the Plan shall remain unchanged  except as specifically modified herein.  The Plan, as amended by this Plan  Amendment No. 2, is hereby ratified and confirmed.    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]  





 






    I hereby certify that the foregoing Amendment No. 2 to the Stratify Genomics Inc. 2018  Equity Incentive Plan was duly adopted by the Board of Directors of Stratify Genomics Inc. on  May 15, 2020, and has been submitted for approval by the stockholders of Stratify Genomics Inc.    By:  /s/ Dalaura Kader   Name:  Dalaura Kader  Title:  President