EX-4.7





 Exhibit 4.7 

AURORA INNOVATION, INC. 

2017 EQUITY INCENTIVE PLAN 

1. Purposes of the Plan. The purposes of this Plan are: 
  

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility,



  

	 	•	 	 to provide additional incentive to Employees, Directors and Consultants, and 



 

	 	•	 	 to promote the success of the Company’s business. 



The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted
Stock Units. 
 2. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan. 
 (b) “Applicable Laws” means the requirements relating to the administration of equity-based
awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan. 
 (c) “Award” means, individually or collectively, a grant under the Plan
of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units. 
 (d) “Award Agreement” means the
written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 

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

(f) “Change in Control” means the occurrence of any of the following events: 

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that
any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or 

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of
the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by
the same Person will not be considered a Change in Control; or 












 (iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A
change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For
purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 
 Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or
final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. 

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such
transaction. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code
herein will be a reference to any successor or amended section of the Code. 
 (h) “Committee” means a committee of
Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof. 

(i) “Common Stock” means the common stock of the Company. 

(j) “Company” means Aurora Innovation, Inc., a Delaware corporation, or any successor thereto. 

(k) “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render
bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s
securities. 
 (l) “Director” means a member of the Board. 

(m) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of
Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted
by the Administrator from time to time. 

  
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 (n) “Employee” means any person, including officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. 

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for
Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or
other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

 (q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were 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 will be determined in good faith by the Administrator. 
 (r)
“Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder. 

(s) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an
Incentive Stock Option. 
 (t) “Option” means a stock option granted pursuant to the Plan. 

(u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code
Section 424(e). 
 (v) “Participant” means the holder of an outstanding Award. 

(w) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the
Administrator. 
 (x) “Plan” means this 2017 Equity Incentive Plan. 

  
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 (y) “Restricted Stock” means Shares issued pursuant to an Award of
Restricted Stock under Section 8 of the Plan, or issued pursuant to the early exercise of an Option. 
 (z) “Restricted Stock
Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(aa) “Service Provider” means an Employee, Director or Consultant. 

(bb) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. 

(cc) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to
Section 7 is designated as a Stock Appreciation Right. 
 (dd) “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Code Section 424(f). 
 3. Stock Subject to the Plan. 

(a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that
may be subject to Awards and sold under the Plan is 77,502,791 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 

(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the
forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock
Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued
under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are
repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations
related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for
issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number
stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b). 

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of the Plan. 

  
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 4. Administration of the Plan. 

(a) Procedure. 
 (i)
Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. 

(ii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which Committee will be constituted to satisfy Applicable Laws. 
 (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers to whom Awards may be granted hereunder; 

(iii) to determine the number of Shares to be covered by each Award granted hereunder; 

(iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise 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, and any restriction or
limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 

(vi) to institute and determine the terms and conditions of an Exchange Program; 

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; 

(ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to
extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d)); 

(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14; 

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator; 
 (xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise
would be due to such Participant under an Award; and 

  
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 (xiii) to make all other determinations deemed necessary or advisable for administering the
Plan. 
 (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be
final and binding on all Participants and any other holders of Awards. 
 5. Eligibility. Nonstatutory Stock Options, Stock
Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 

6. Stock Options. 
 (a)
Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. 

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of
the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into
account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and
Treasury Regulations promulgated thereunder. 
 (d) Term of Option. The term of each Option will be stated in the Award Agreement;
provided, however, that the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter
term as may be provided in the Award Agreement. 
 (e) Option Exercise Price and Consideration. 

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined
by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee 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, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction
described in, and in a manner consistent with, Code Section 424(a). 

  
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 (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory
note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and
provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under cashless exercise program
(whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws,
or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the
Company. 
 (f) Exercise of Option. 

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. 

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from
time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the
Participant and his or her spouse. Until the Shares are issued (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 will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. 

Exercising an Option in any manner will decrease the number of Shares thereafter 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. 
 (ii) Termination of Relationship as a Service Provider.
If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within thirty (30) days of
termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of
termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is 

  
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 not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability,
the Participant may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the
Award Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the
Plan. 
 (iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six
(6) months following the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the
extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in
accordance with the laws of descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will
immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

7. Stock Appreciation Rights. 

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. 
 (b) Number of
Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights. 

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be
received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise,
the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by
the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock
Appreciation Rights. 

  
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 (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation
Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying: 
 (i) The difference
between the Fair Market Value of a Share on the date of exercise over the exercise price; times 
 (ii) The number of Shares with respect
to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. 

8. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. 

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted
Stock until the restrictions on such Shares have lapsed. 
 (c) Transferability. Except as provided in this Section 8 or as the
Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate. 
 (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of
Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The
Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 
 (f) Voting Rights.
During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be
entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions
on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 
 (h) Return of Restricted
Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 

  
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 9. Restricted Stock Units. 

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the
Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. 

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s)
determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both. 

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

 10. Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are
either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the
requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or
deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be
subject to the additional tax or interest applicable under Code Section 409A. 
 11. Leaves of Absence/Transfer Between
Locations. The vesting of Awards during a leave of absence will be treated in accordance with the Company’s then-current leave of absence policy in effect at the time of grant, or as agreed upon by the Participant as a condition for the
Company’s approval of such leave. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or
any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as
an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option. 

  
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 12. Limited Transferability of Awards. 

(a) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any
manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred
(i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the
Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an Option,
or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are “family
members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing
sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f). 
 13. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares
or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made
available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award; provided, however, that the Administrator
will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify
each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 

(c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change
in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or
substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant,
that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control (including the termination of unvested Awards without consideration); (iii) outstanding Awards will vest and become
exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or
immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such
Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no
amount would have been attained upon the 

  
 -11- 













 exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by
the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under
this subsection 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. 

Notwithstanding anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code
Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an
amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A. 

14. Tax Withholding. 

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will
have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be
withheld with respect to such Award (or exercise thereof). 
 (b) Withholding Arrangements. The Administrator, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount
required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to
the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any
amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 

15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to
continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without
cause, to the extent permitted by Applicable Laws. 
 16. Date of Grant. The date of grant of an Award will be, for all purposes, the
date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of
such grant. 
 17. Term of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the
Board. Unless sooner terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an
increase in the number of Shares reserved for issuance under the Plan. 

  
 -12- 













 18. Amendment and Termination of the Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect
the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

19. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. 

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such 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. 
 20. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority will not have been obtained. 
 21. Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

22. Information to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this
Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii) the date that the Company is required to deliver
information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption
provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant
the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial statements being not more than 180 days old and with such information
provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the
information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential,
then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act. 

  
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 AURORA INNOVATION, INC. 

2017 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement (the “Option Agreement”). 
  

	I.	 NOTICE OF STOCK OPTION GRANT  



Name: 
 Address:

 The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of
the Plan and this Option Agreement, as follows: 
  

			
		
	 Date of Grant:
	 	                                  
                                         
                                 
		
	 Vesting Commencement Date:
	 	                                  
                                         
                                 
		
	 Exercise Price per Share:
	 	              $                      
                                         
                                         

		
	 Total Number of Shares Granted:
	 	                                  
                                         
                                 
		
	 Total Exercise Price:
	 	              $                      
                                         
                                         

		
	 Type of Option:
	 	                          Incentive Stock Option
		
		 	                          Nonstatutory Stock Option
		
	 Term/Expiration Date:
	 	                                  
                                         
                                 
		
	 Vesting Schedule:
	 	

 This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 

Twenty-five percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement
Date, and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no
corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through each such date, in which case all Shares subject to the Option shall be fully vested on the four-year anniversary of the Vesting
Commencement Date (such date, the “Final Vesting Date”). 
 Termination Period: 

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless (a) such termination
is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider or (b) the Participant remains 












 continuously employed with the Company through the Final Vesting Date, in which case this Option shall be
exercisable until the earlier of (i) the Post-IPO Date (as defined below); or (ii) the Term/Expiration Date as provided above. Notwithstanding the foregoing sentence, in no event may this Option be
exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination upon a transaction such as a Change in Control, as provided in Section 13 of the Plan. The
“Post-IPO Date” shall mean the later of (x) the date three (3) months after the expiration of the Lock-Up Period instituted in connection with the
initial public offering of the Company’s shares (as described in Section 4 of Part II of this Option Agreement) and (y) the date that is three (3) months after Participant ceases to be a Service Provider. 

 

	II.	 AGREEMENT  



1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part
I of this Option Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant
(the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and
this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the Notice of Stock Option Grant as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this
Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall
be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of
the Option to qualify for any reason as an ISO. 
 2. Exercise of Option. 

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of Exercise. This
Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A-2 (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator
may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by
the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of
such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding. 
 No Shares
shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on
which the Option is exercised with respect to such Shares. 
 3. Participant’s Representations. In the event the Shares have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option,
deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B. 

  
 -2- 













 4. Lock-Up Period. Participant hereby agrees
that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other
securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on
(i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NYSE Rule 472(f)(4), or any successor provisions or amendments
thereto). 
 Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company,
Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a
registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other)
period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4. 

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the
election of the Participant: 
 (a) cash; 

(b) check; or 
 (c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan. 
 6. Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would
constitute a violation of any Applicable Law. 
 7. Non-Transferability of Option. 

(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the
Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) 

  
 -3- 













 promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this
Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or
(ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph. 

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement. 
 9. Tax Obligations. 

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the 

Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income
and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at
the time of exercise. 
 (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an
ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of
exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. 

(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on
or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a
Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the
Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant.
Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination.
Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs
related to such a determination. 
 10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and
this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of
California. 

  
 -4- 













 11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant further acknowledges receipt
of the Notice of Transfer Restrictions attached hereto as Exhibit A-1, and hereby accepts this Option subject to all of the restrictions described therein. Participant has reviewed the Plan and this
Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	PARTICIPANT	 		 	AURORA INNOVATION, INC.
			
	   
	 		 	   

	Signature	 		 	By
			
	 	 		 	William Mouat
	Print Name	 		 	Print Name
			
	 	 		 	General Counsel
		 		 	Title
			
	 	 		 	
	Residence Address	 		 	


  
 -5- 













 EXHIBIT A-1 

NOTICE OF TRANSFER RESTRICTIONS 

PARTICIPANT AGREES AND ACKNOWLEDGES THAT THE SHARES SUBJECT TO THIS OPTION SHALL BE SUBJECT TO RESTRICTIONS ON TRANSFER, AND (SUBJECT TO CERTAIN
EXCEPTIONS) SUCH SHARES MAY NOT BE TRANSFERRED UNLESS APPROVED IN ADVANCE BY THE BOARD OF DIRECTORS, ALL AS SET FORTH IN SECTION 5 OF THE EXERCISE NOTICE AND IN ARTICLE VIII OF THE COMPANY’S BYLAWS, AS MAY BE AMENDED FROM TIME TO TIME. A COPY
OF THE COMPANY’S BYLAWS MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
 PARTICIPANT FURTHER AGREES
AND ACKNOWLEDGES THAT THE SHARES SUBJECT TO THIS OPTION SHALL BE SUBJECT TO A RIGHT OF FIRST REFUSAL, AS SET FORTH IN SECTION 6 OF THE EXERCISE NOTICE, AND LOCK-UP TRANSFER RESTRICTIONS IN THE EVENT OF AN
UNDERWRITTEN PUBLIC OFFERING, AS SET FORTH IN SECTION 4 OF THE OPTION AGREEMENT. 
 PARTICIPANT FURTHER ACKNOWLEDGES THAT THE SHARES SUBJECT TO THIS
OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 ________________ 

Participant Initials 












 EXHIBIT A-2 

2017 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 
 Aurora Innovation, Inc.

 113 47th Street 
 Pittsburgh, PA 15201 

Attention: Chief Executive Officer and President 

1. Exercise of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to
exercise Participant’s option (the “Option”) to purchase ________________ shares of the Common Stock (the “Shares”) of Aurora Innovation, Inc. (the “Company”) under and pursuant to the 2017 Equity Incentive Plan
(the “Plan”) and the Stock Option Agreement dated _____ (the “Option Agreement”). 
 2. Delivery of Payment.
Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions. 
 4.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 Common Stock
subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 
 5. Transfer
Restrictions. 
 (a) General. Neither Participant nor any subsequent transferee of Shares (either being sometimes referred to
herein as the “Holder”) shall transfer, whether by sale, gift, merger, operation of law or otherwise, assign, pledge or otherwise dispose of or encumber (collectively, “Transfer”), any of the Shares held by such Holder, or any
right or interest therein, to any person or entity unless such Transfer is approved by the Administrator prior to such Transfer, which approval may be granted or withheld in the Administrator’s sole and absolute discretion. Any purported
Transfer of any Shares effected in violation of this Section 5 shall be null and void and shall have no force or effect and the Company shall not register any such purported Transfer. 

(b) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be Transferred to
each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company
or its assignee(s). The Company may require the selling stockholder to supplement its notice with such additional information as the Company may reasonably request. 












 (c) Right to Transfer. If the Administrator approves such Transfer of Shares, the
Holder may, subject to any other contractual restrictions on Transfer (including the right of first refusal set forth in Section 6 below, the lock-up provisions set forth in Section 4 of the Option
Agreement and the repurchase option set forth in the Restricted Stock Purchase Agreement), Transfer to the Proposed Transferee the Shares specified in the Notice that are not acquired by the Company and/or its assignees pursuant to Section 6 of
this Exercise Notice at the Offered Price or at a higher price, provided that such Transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such Transfer is effected in accordance with any
applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee, and provided, further, that, to the
extent the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act, the Holder may not Transfer any Shares if such Transfer would result in the Company having a class of
security held of record by (i) two thousand persons or (ii) five hundred or more persons who are not accredited investors, in each case, as described in and within the meaning of Section 12(g) of the Exchange Act and Rule 12g5-1 promulgated under the Exchange Act (or any successor provisions thereto). If the Shares described in the Notice are not Transferred to the Proposed Transferee within one hundred and twenty (120) days
after the date of the Notice, a new Notice shall be given to the Company, and the Holder must obtain a new approval from the Administrator in accordance with this Section 5 before any Shares held by the Holder may be sold or otherwise
Transferred. 
 (d) Exceptions to Transfer Restrictions. Anything to the contrary contained in this Section 5 notwithstanding,
this Section 5 shall not apply to (a) the Transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s Immediate Family (as defined below) or
a trust for the benefit of the Participant’s Immediate Family or (b) the Transfer of Shares to the Company, provided, however, that in the case of clause (a), the transferee or other recipient shall receive and hold the Shares so
Transferred subject to the provisions of this Section 5, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 5. “Immediate Family” as used in this Exercise Notice shall mean
spouse, lineal descendant or antecedent, father, mother, brother or sister. 
 (e) Termination of Transfer Restrictions. The Transfer
restrictions set forth in this Section 5 shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control. 

6. Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 6 (the “Right of First Refusal”). 
 (a) Exercise of Right of First Refusal. At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (b) below. 
 (b) Purchase Price. The purchase price
(“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 6 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

  
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 (c) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), 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
thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (d) Holder’s Right
to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 6, then the Holder may sell or otherwise transfer
such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or
other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 6 shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such 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
before any Shares held by the Holder may be sold or otherwise transferred. 
 (e) Exception for Certain Family Transfers. Anything to
the contrary contained in this Section 6 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the 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 provisions of this Section 6. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or
sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 6, and there shall be no further transfer of such Shares except in accordance with the terms of
this Section 6. 
 (f) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon
the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

7. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the
Company for any tax advice. 
 8. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN 
  

  
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 THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND IN THE COMPANY’S BYLAWS (AS MAY
BE AMENDED FROM TIME TO TIME), COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD
WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 
 (b) Stop-Transfer Notices. Participant agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred. 
 9. Successors and Assigns. The Company may assign any of its
rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall
be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 
 10. Interpretation. Any
dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the
Administrator shall be final and binding on all parties. 
 11. Governing Law; Severability. This Exercise Notice is governed by the
internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue
in full force and effect. 

  
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 12. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

 

					
	Submitted by:	 		 	Accepted by:
			
	PARTICIPANT	 		 	AURORA INNOVATION, INC.
			
	   
	 		 	   

	Signature	 		 	By
			
	 	 		 	 
	Print Name	 		 	Print Name
			
		 		 	 
		 		 	Title
	Address:	 		 	
		 		 	Address:
	    	 		 	        
		 		 	113 47th Street
	 	 		 	Pittsburgh, PA 15201
		 		 	
		 		 	 
		 		 	Date Received
		 		 	


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	PARTICIPANT	  	:	 	
	COMPANY	  	:	 	AURORA INNOVATION, INC.
	SECURITY	  	:	 	COMMON STOCK
	AMOUNT	  	:	 	
	DATE	  	:	 	

 In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the
Company the following: 
 (a) Participant is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and
have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this
connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in
the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and
understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws. 

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt
under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of
Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or
“riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable. 












 In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a
specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and
(4) of the paragraph immediately above. 
 (d) Participant further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of
the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances
can be given that any such other registration exemption shall be available in such event. 
  

	
	PARTICIPANT
	
	   

	Signature
	
	   

	Print Name
	
	   

	Date



  
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 AURORA INNOVATION, INC. 

2017 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this
Restricted Stock Unit Award Agreement (the “Award Agreement”). The Number of Restricted Stock Units granted to Participant under this Award are referred to for purposes of this Award Agreement as the “RSUs.” 

 

	I.	 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 



Name: 
 Address: 

The undersigned individual (the “Participant”) has been granted the right to receive an Award of RSUs, subject to the terms and conditions of the
Plan and this Award Agreement, as follows: 
 Date of Grant: 

Vesting Commencement Date: 
 Number of Restricted Stock Units:

 Expiration Date:     7-year anniversary of the Date of Grant 

Vesting Schedule: The vesting of RSUs will be based on the satisfaction of 2 separate vesting requirements on or before the Expiration Date: (1) a
time-based vesting requirement defined below as the “Standard Vesting Schedule”; and (2) a liquidity event requirement defined below as the “Liquidity Event Requirement.” RSUs vest on the first day that both
requirements (the Standard Vesting Schedule and the Liquidity Event Requirement) are satisfied. 
 Standard Vesting Schedule 

For purposes of this Award Agreement, a “Quarterly Vesting Date” is February 20, May 20, August 20 and November 20 of a given
year, provided that if the applicable date is a weekend or a holiday, then the applicable Quarterly Vesting Date will be the first business day thereafter. 

Twenty-five percent (25%) of the RSUs shall vest on the first Quarterly Vesting Date following the one-year
anniversary of the Vesting Commencement Date, and one-sixteenth (1/16th) of the RSUs shall vest on each Quarterly Vesting Date thereafter, subject to
Participant continuing to be a Service Provider through each applicable vesting date (the “Standard Vesting Schedule”). 
 In the event
Participant ceases to be a Service Provider for any or no reason before Participant satisfies the Standard Vesting Schedule, the RSUs that have not satisfied the Standard Vesting Schedule will immediately terminate. Participant shall have no right
to acquire any Shares with respect to such terminated RSUs. 












 Liquidity Event Requirement 

Notwithstanding anything to the contrary herein, no RSUs shall vest prior to the earlier of (i) an Initial Public Offering (as defined below), or
(ii) a Change in Control (the earlier to occur of (i) and (ii), a “Liquidity Event,” and the requirement that a Liquidity Event occur before any RSUs vest, the “Liquidity Event Requirement”); provided, however, that the
Liquidity Event must occur prior to the Expiration Date. 
 Only the number of RSUs that have satisfied the Standard Vesting Schedule will vest upon the
Liquidity Event. If Participant remains a Service Provider on and following the Liquidity Event, any unvested RSUs under this Award will continue to vest in accordance with the Standard Vesting Schedule on and after the Liquidity Event. 

For purposes of this Award Agreement, “Initial Public Offering” means (x) the effective date of the first registration statement that is filed
by the Company and declared effective pursuant to the Exchange Act, with respect to the Company’s Common Stock, for an underwritten offering or a direct sale of the Company’s Common Stock in a direct listing; or (y) the closing of a
transaction contemplated by a business combination agreement between the Company and a special purpose acquisition company that results in the surviving corporation’s common stock being registered and traded on a national securities exchange.

 If a Liquidity Event does not occur on or prior to the Expiration Date, all RSUs (including RSUs that have satisfied the Standard Vesting Schedule) and
Participant’s right to acquire any Shares hereunder will immediately terminate. 
  

	II.	 AGREEMENT  



1. Grant of RSUs. The Company hereby grants to the Participant named in the Notice of Grant of RSUs in Part I of this Award Agreement under the Plan an
Award of RSUs, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the
Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. 
 2. Company’s Obligation to Pay. Each RSU represents the
right to receive a Share on the date that an RSU vests. Unless and until the RSUs will have vested in the manner set forth in Section 4 (such that both the Standard Vesting Schedule and Liquidity Event Requirement have been satisfied),
Participant will have no right to payment with respect to any such RSUs. Prior to actual payment with respect to any vested RSUs, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the
Company. 
 3. Participant’s Representations. Participant shall concurrently with the grant of this Award of RSUs, deliver to the Company an
Investment Representation Statement in the form attached hereto as Exhibit A. 
 4. Vesting Schedule. Except as provided in Section 6,
and subject to Section 7, the RSUs awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant (which includes both the Standard Vesting Schedule and the Liquidity Event Requirement). If a
Liquidity Event does not occur on or prior to the Expiration Date, all RSUs (including RSUs that have satisfied the Standard Vesting Schedule) and Participant’s right to acquire any Shares hereunder will immediately terminate. Further, the RSUs
awarded by this Award Agreement will be subject to the Company’s policy on leave of absence set forth on Exhibit B. 

  
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 5. Lock-Up Period. Participant hereby agrees that Participant
shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the
Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days
following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication
or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). 

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the
foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten
(10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the
Securities Act. The obligations described in this Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or
similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may
impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any
transferee of the Award of RSUs or Shares acquired pursuant to the Award of RSUs shall be bound by this Section 5. 
 6. Payment after Vesting.

 (a) General Rule. Subject to Section 11, any RSUs that vest will be paid to Participant (or in the event of Participant’s death, to
Participant’s estate) in whole Shares. Subject to the provisions of Section 6(b), such vested RSUs shall be paid in whole Shares as soon as practicable after vesting, but in each such case no later than March 15 of the year following
the year of the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any RSUs payable under this Award Agreement. 

(b) Acceleration. 
 (i)Discretionary Acceleration.
The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested RSUs at any time, subject to the terms of the Plan. If so accelerated, such RSUs will be considered as having
vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 6(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies with,
Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. 

  
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 (ii)Specified Employee. Notwithstanding anything in the Plan or this Award Agreement or any other
agreement (whether entered into before, on or after the Date of Grant), if the vesting of the balance, or some lesser portion of the balance, of the RSUs is accelerated in connection with Participant’s termination as a Service Provider
(provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a
“specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated RSUs will result in the imposition of additional tax under Section 409A if
paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day
following the date of Participant’s termination as a Service Provider, unless Participant dies following Participant’s termination as a Service Provider, in which case, the RSUs will be paid in Shares to Participant’s estate as soon
as practicable following Participant’s death. 
 7. Section 409A. It is the intent of this Award Agreement that it and all
payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the RSUs provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax
imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company reimburse Participant, or be otherwise responsible for, any taxes or costs that may be imposed on Participant as a result of Section 409A. For
purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 

8. Forfeiture Upon Termination as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to be a
Service Provider for any or no reason, then (x) if the termination occurs prior to a Liquidity Event, any RSUs that have not satisfied the Standard Vesting Schedule will thereupon be forfeited at no cost to the Company and Participant will have
no further rights thereunder, or (y) if the termination occurs on or after a Liquidity Event, the then-unvested RSUs awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further
rights thereunder. 
 9. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents,
written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

 10. Death of Participant. If Participant dies after having satisfied all or a portion of the Standard Vesting Schedule but prior to the Liquidity
Event Requirement being met, then this section outlines the treatment of any Shares that would otherwise have been settled to Participant upon the Liquidity Event. Any settlement of Shares to be made to Participant under this Award Agreement will,
if Participant is then deceased, be made to the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of such person’s status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

  
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 11. Tax Withholding. Pursuant to such procedures as the Administrator may specify from time to time,
the Company shall withhold no less than the minimum amount required to be withheld for the payment of income, employment and other taxes which the Company determines must be withheld (the “Tax Withholdings”). The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholdings, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Withholdings, (c) withholding the amount of such Tax Withholdings from Participant’s paycheck(s), (d) delivering to the Company already vested and
owned Shares having a Fair Market Value equal to such Tax Withholdings, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount of the Tax Withholdings. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by
reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Withholdings hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to
Sections 4 or 6, Participant will permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to
deliver the Shares if such Tax Withholdings are not delivered at the time they are due. 
 12. 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 Common Stock
subject to an Award. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 

13. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RSUS PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RSU AWARD OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 14. Award is Not Transferable. Except to the limited extent provided in
Section 10, this Award and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award
and the rights and privileges conferred hereby immediately will become null and void. 

  
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 15. Transfer Restrictions on Shares. Shares subject to this Award shall be subject to restrictions on
transfer in accordance with the Company’s Bylaws, as may be amended from time to time. A copy of the Company’s Bylaws may be obtained upon written request to the Company at its principal place of business. A notice regarding the transfer
restrictions (the “Notice of Transfer Restrictions”) is attached hereto as Exhibit C. 
 16. Company’s Right of First Refusal.
Subject to Sections 14 and 15, before any Shares acquired pursuant to this Award Agreement held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including
transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 16 (the “Right of First Refusal”). 

(b) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the
Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s). 
 (c) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below. 
 (d) Purchase Price. The purchase price (“Right of First Refusal Price”) for the Shares purchased by the
Company or its assignee(s) under this Section 16 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board in good faith. 
 (e) Payment. Payment of the Right of First Refusal Price shall be made, at the option of the Company or its
assignee(s), in cash (by check), 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 thirty
(30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (f) Holder’s Right to Transfer. If all
of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 16, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is
effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 16 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not transferred to the Proposed Transferee within such 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 before any Shares held by
the Holder may be sold or otherwise transferred. 
 (g) Exception for Certain Family Transfers. Anything to the contrary contained in this
Section 16 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a trust for the benefit of Participant’s
immediate family shall be exempt from the provisions of this Section 16. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, 

  
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 the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions
of this Award Agreement, including but not limited to this Section 16, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 16. 

(h) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of
Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

17. Restrictive Legends and Stop-Transfer Orders. 
 (a)
Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of any Shares acquired pursuant to
this Award Agreement together with any other legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, AND IN THE COMPANY’S BYLAWS (AS MAY BE AMENDED FROM TIME TO TIME), COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S)
ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME
FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR
TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 
 (b) Stop-Transfer Notices. Participant agrees
that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on
its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred. 

  
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 18. Address for Notices. Any notice to be given to the Company under the terms of this Award
Agreement will be addressed to the Company at Aurora Innovation, Inc. 113 47th Street, Pittsburgh, Pennsylvania 15201, or at such other address as the Company may hereafter designate in writing.

 19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs awarded under the Plan or
future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

20. No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver
of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either
party’s right to assert all other legal remedies available to it under the circumstances. 
 21. Successors and Assigns. The Company may assign
any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award
Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of
the Company. 
 22. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to
Participant (or Participant’s estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where
the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the
delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental
authority. 
 23. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all
interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will
be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 
 24.
Modifications to the Agreement. Participant expressly warrants that Participant is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award
Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this
Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A
in connection to this Award of RSUs. 

  
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 25. Governing Law; Severability. This Award Agreement is governed by the internal substantive laws,
but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

 26. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be
modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 
 Participant acknowledges
receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant further acknowledges receipt of
the Notice of Transfer Restrictions attached hereto as Exhibit C, and hereby accepts this Award subject to all of the restrictions described therein. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	PARTICIPANT:    AURORA INNOVATION, INC.	 		 	
			
	Signature	 		 	By
			
	Print Name	 		 	Title
			
	Residence Address:	 		 	


  
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 EXHIBIT A 

INVESTMENT REPRESENTATION STATEMENT 
  

							
			
	 PARTICIPANT
	  	 	:	 	  	
			
	 COMPANY
	  	 	:	 	  	 AURORA INNOVATION, INC.

			
	 SECURITY
	  	 	:	 	  	 SHARES SUBJECT TO RSUs (“SECURITIES”)

			
	 AMOUNT
	  	 	:	 	  	
			
	 DATE
	  	 	:	 	  	

 In connection with the grant of the above-listed Securities, the undersigned Participant represents to the Company the
following: 
 (a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b)Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such
exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the
certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws. 
 (c) Participant is familiar
with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the RSUs to Participant, the exercise shall be exempt
from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any
market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates
(1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited
“broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a
Form 144, if applicable. 
  

  
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 In the event that the Company does not qualify under Rule 701 at the time of grant of the RSU, then the
Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period
after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the
paragraph immediately above. 
 (d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that
any such other registration exemption shall be available in such event. 
 PARTICIPANT 

Signature 
 Print Name 

Date 
  

  
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 EXHIBIT B 

VESTING POLICY REGARDING LEAVES OF ABSENCE 

The following reflects the impact of leaves of absence which may be taken from time to time in accordance with the Company’s then
effective leave of absence policy (“Leave(s) of Absence”) on the RSUs. 
  

	 	•	 	 A “Parental Leave” is defined as an absence from work to care for an employee’s newborn child or
new adopted or foster child and absences from work due to an employee’s pregnancy-related medical condition, in each case, in accordance with the Company’s then-effective leave of absence policy. 



 

	 	•	 	 “Standard Quarterly Vesting Amount” is defined as the largest number of shares that would normally vest
on a Quarterly Vesting Date in the absence of a Leave of Absence. 


  

	 	•	 	 Vesting of RSUs shall continue during any Parental Leave. 



 

	 	•	 	 The following applies to a Leave of Absence (other than a Parental Leave): 



 

	 	•	 	 for the vesting quarters during which Participant leaves and returns, Participant’s RSUs will vest pro-rata (based on the number of full weeks worked during the vesting quarter divided by 12), rounded down to the nearest share; 



 

	 	•	 	 in applying the pro-rata vesting described above, Participant will be
given an aggregate six (6) weeks of grace period to be used for the total Leave of Absence period, except in the case of a sabbatical (i.e., no grace period for a sabbatical); 



 

	 	•	 	 no shares will vest during a vesting quarter in which Participant does not work (subject to the grace period
described above); and 


  

	 	•	 	 Any RSUs that do not vest on the applicable Quarterly Vesting Date(s) as a result of the pro-rata calculation will vest on the Quarterly Vesting Date(s) following the last Quarterly Vesting Date that the RSUs would otherwise have fully vested in the absence of the Leave of Absence (subject to continued
status as a Service Provider through each Quarterly Vesting Date), with the maximum number of shares vesting on any given Quarterly Vesting Date equal to the Standard Quarterly Vesting Amount. 



 

	 	•	 	 EXAMPLE FOR ILLUSTRATIVE PURPOSES ONLY: This assumes that the Liquidity Event Requirement has been satisfied. An
employee would normally vest 100 RSUs each quarter. Employee takes a Leave of Absence other than a Parental Leave or sabbatical after having completed 10 full weeks of service prior to a February 20 Quarterly Vesting Date and the employee
returns and completes 1 full week of service prior to the May 20 Quarterly Vesting Date. 


  

	 	•	 	 With respect to the February 20 Quarterly Vesting Date, 100 RSUs vest, representing full vesting for all 12
weeks of the quarter (10 weeks actually served and 2 weeks of grace period). 


  

	 	•	 	 With respect to the May 20 Quarterly Vesting Date, 41 RSUs vest (5/12 multiplied by 100), rounded down to
the nearest share (representing 1 week actually worked, plus the remaining 4 weeks of the grace period). 


  

  
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	 	•	 	 The 59 RSUs that did not vest on the May 20 Quarterly Vesting Date will vest on the next Quarterly Vesting
Date occurring after the last Quarterly Vesting Date that the RSUs would otherwise have fully vested in the absence of the Leave of Absence, subject to the employee continuing to be employed through such date. 



 

  
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 EXHIBIT C 

NOTICE OF TRANSFER RESTRICTIONS 

PARTICIPANT AGREES AND ACKNOWLEDGES THAT ANY SHARES ACQUIRED PURSUANT TO THIS AWARD AGREEMENT SHALL BE SUBJECT TO RESTRICTIONS ON TRANSFER, AND (SUBJECT TO
CERTAIN EXCEPTIONS) SUCH SHARES MAY NOT BE TRANSFERRED UNLESS APPROVED IN ADVANCE BY THE BOARD OF DIRECTORS, ALL AS SET FORTH IN ARTICLE VIII OF THE COMPANY’S BYLAWS, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE COMPANY’S BYLAWS MAY
BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
 PARTICIPANT FURTHER AGREES AND ACKNOWLEDGES THAT ANY SHARES
ACQUIRED PURSUANT TO THIS AWARD AGREEMENT SHALL BE SUBJECT TO A RIGHT OF FIRST REFUSAL, AS SET FORTH IN SECTION 16 OF THE AWARD AGREEMENT, AND LOCK-UP TRANSFER RESTRICTIONS IN THE EVENT OF AN UNDERWRITTEN
PUBLIC OFFERING, AS SET FORTH IN SECTION 5 OF THE AWARD AGREEMENT. 
 PARTICIPANT FURTHER ACKNOWLEDGES THAT ANY SHARES ACQUIRED PURSUANT TO THIS
AWARD AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
  

							
	                                      
                        	 		 		 	                              
	 Participant
  
	 		 		 	Initial


  
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