EX-10.5





 Exhibit 10.5 

Standard 

ARTIVA BIOTHERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), has
granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth
herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Stock
Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

			
	Grant Number:	 	                                      
      
	Optionholder:	 	                                      
      
	Date of Grant:	 	                                      
      
	Vesting Commencement Date:	 	                                      
      
	Number of Shares of Common Stock Subject to Option:	 	                                      
      
	Exercise Price (Per Share):	 	                                      
      
	Total Exercise Price:	 	                                      
      
	Expiration Date:	 	                                      
      

  

			
	Type of Grant:	  	[Incentive Stock Option] OR [Nonstatutory Stock Option]
		
	Exercise and	  	
	Vesting Schedule:	  	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows, [25% of the shares initially subject to the Option will vest on the first anniversary of the Vesting
Commencement Date, and the balance of the shares subject to the Option shall vest at a rate of 1/36th per month over the following 36 months[, subject to acceleration of vesting as provided in
Section 2 of the Option Agreement]].

 Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option
Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you)
cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 



 

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.















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	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

									
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	OPTIONHOLDER:
				
	By:	 	     
	 		 	  

		 	Signature	 		 	Signature
					
	Title:	 	
                    

	 	        	 	Date:	 	  

					
	Date:	 	
                    

	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise 












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ATTACHMENT I 

STOCK OPTION AGREEMENT 












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ARTIVA BIOTHERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you an option under its 2022 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    VESTING. Subject to the provisions contained herein, your Option will vest as provided
in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. 

3.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may
include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 












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(ii)    subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless
exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

(c)    By accepting your Option, you agree that you will not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or
any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase
option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are
consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such
period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 3(c). The underwriters of the Company’s stock are intended third party beneficiaries of
this Section 3(c) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

4.    TERM. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 

(a)    immediately upon the termination of your Continuous Service for Cause; 

(b)    three months after the termination of your Continuous Service for any reason other than Cause, Disability or
death; 
 (c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    18 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction, 












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(f)    the Expiration Date indicated in your Grant Notice; or 

(g)    the day before the 10th anniversary of the Date of Grant. 

Notwithstanding the foregoing, if you die during the period provided in Section 4(b) or 4(c) above, the term of your Option shall not
expire until the earlier of (i) 18 months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth
anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the
date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 
 5.    WITHHOLDING OBLIGATIONS. As further provided in
Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by
the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

6.    INCENTIVE STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that
occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are transferred upon exercise of your Option. 

7.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 












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8.    CORPORATE TRANSACTION. Your Option is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 9.    NO LIABILITY FOR
TAXES. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities
arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or
knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as
determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its
Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal
Revenue Service. 
 10.    SEVERABILITY. If any part of this
Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid 
 11.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 
 12.    QUESTIONS. If you
have questions regarding these or any other terms and conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 

*  *  *  * 












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ATTACHMENT II 

2022 EQUITY INCENTIVE PLAN 












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ATTACHMENT III 

NOTICE OF EXERCISE 












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ARTIVA BIOTHERAPEUTICS, INC. 

(2022 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
  

					
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	
	4747 EXECUTIVE DRIVE #1150	 		 	
	SAN DIEGO, CA 92121	 		 	
Date of Exercise:                  
   


 This constitutes notice to Artiva Biotherapeutics, Inc. (the “Company”) that I elect
to purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined
in the Grant Notice, Option Agreement or 2022 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable. Use of certain payment methods is subject to
Company and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 
  

							
	Type of option (check one):	  	Incentive  ☐	  	 	Nonstatutory  ☐	 
			
	 Date of Grant:
	  	                      	  			
			
	 Number of Shares as to which Option is exercised:
	  	                      	  			
			
	 Certificates to be issued in name of:
	  	                      	  			
			
	 Total exercise price:
	  	$                    	  			
			
	 Cash, check, bank draft or money order delivered herewith:
	  	$                    	  			
			
	 Value of                  Shares
delivered herewith:
	  	$                    	  			
			
	 Regulation T Program (cashless exercise)
	  	$                    	  			
			
	 Value of                  Shares
pursuant to net exercise:
	  	$                    	  			













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By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to
satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the
date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon exercise of this Option. 

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the
Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock-Up
Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 

 

	
	Very truly yours,
	
	
                     
                    















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ARTIVA BIOTHERAPEUTICS, INC. 

RSU AWARD GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted
stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2022
Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

			
	Grant Number:	 	                                      
                              
	Participant:	 	                                      
                              
	Date of Grant:	 	                                      
                              
	Vesting Commencement Date:	 	                                      
                              
	Number of Restricted Stock Units:	 	                                      
                              

  

			
	Vesting Schedule:	 	[25% of the RSUs will vest on [                    ] and the remaining portion of the RSUs shall vest in equal installments
on the Quarterly Dates]. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.
		
		 	“Quarterly Date” means each of May 15, August 15, November 15 and February 15.
		
	Issuance Schedule:	 	One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 



 

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 














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	ARTIVA BIOTHERAPEUTICS, INC.	 		 	PARTICIPANT:
				
	By:	 	     
	 		 	  

		 	Signature	 	        	 	Signature
					
	Title:	 	
                    

	 		 	Date:	 	
                    


					
	Date:	 	
                    

	 		 		 	

 ATTACHMENTS: RSU Award Agreement, 2022 Equity Incentive Plan 












 ARTIVA BIOTHERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you a RSU Award under its 2022 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU
Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not
explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1.    GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all
the provisions of the Plan, including but not limited to the provisions in: 
 (a)    Section 6 of the Plan
regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 

(b)    Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service
notwithstanding the grant of the RSU Award; and 
 (c)    Section 8 of the Plan regarding the tax consequences of
your RSU Award. 
 Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    GRANT OF THE RSU AWARD. This RSU Award
represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and
subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set
forth in the Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other Restricted Stock Units covered by your RSU Award. 
 3.    DIVIDENDS. You
shall receive no benefit or adjustment to your RSU Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence
shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you. 

  
 1. 













 4.    WITHHOLDING
OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to
satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the
Company. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you
of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by
the Company to withhold the proper amount. 
 5.    DATE OF ISSUANCE.

 (a)    The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock
Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions
in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 

(b)    If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. In addition, if: 
 (i)    the Original Issuance Date does not occur
(1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to
sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under
the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and 

(ii)    either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the
Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a
“same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash, 

(iii)    then the shares that would otherwise be issued to you on the Original Issuance Date will not be
delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common 

  
 2. 













 
Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which
the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third
calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 
 (c)    To the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of the Plan shall apply. 

6.    TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not
transferable, except by will or by the applicable laws of descent and distribution 

7.    CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 8.    NO LIABILITY FOR
TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising
from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or
knowingly and voluntarily declined to do so. 
 9.    SEVERABILITY. If any
part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid. 
 10.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 
 11.    QUESTIONS. If you
have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
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 Non-Employee Director 

ARTIVA BIOTHERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), has
granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as
set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the
Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

			
	Grant Number:	 	                                      
      
	Optionholder:	 	                                      
      
	Date of Grant:	 	                                      
      
	Number of Shares of Common Stock Subject to Option:	 	                                      
      
	Exercise Price (Per Share):	 	                                      
      
	Total Exercise Price:	 	                                      
      
	Expiration Date:	 	                                      
      

  

			
	Type of Grant:	  	Nonstatutory Stock Option
		
	 Exercise and 
 Vesting
Schedule:
	  	  
 Subject to the Optionholder’s Continuous Service through each
applicable vesting date, the Option will vest as follows:

		
		  	[Initial Grant][The shares subject to the Option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the Date of Grant.]
		
		  	[Annual Grant][The shares subject to the Option shall vest and become exercisable on the earlier of the date that is one year following the Date of Grant and the date of the next annual meeting of the stockholders of the
Company following the Date of Grant.]

 Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option
Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



  

	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or 














 Non-Employee Director 

 

	 	representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written
agreement between the Company and you in each case that specifies the terms that should govern this Option. 

  

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

									
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	OPTIONHOLDER:
				
	By:	 	
                     
                   
	 		 	  

		 	Signature	 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	
                     
                   

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise 












 Non-Employee Director 

 
 ATTACHMENT I 

STOCK OPTION AGREEMENT 












 Non-Employee Director 

 
 ARTIVA BIOTHERAPEUTICS,
INC. 
 2022 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you an option under its 2022 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    VESTING. 

(a)    Your Option will vest as provided in your Grant Notice, subject to the provisions contained herein and the
terms of the Plan. Vesting will cease upon the termination of your Continuous Service. If a Change in Control occurs, then, as of the effective time of such Change in Control, the vesting of the Option shall be accelerated in full, such that 100% of
the total number of shares subject to your Option shall become immediately vested. 
 (b)    If any payment or
benefit you would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of
Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”)
shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or
(y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount 












 Non-Employee Director 

 
 determined by clause (x) or by clause (y)), after taking into account all
applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater
economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of
the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit,
the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). 
 Notwithstanding the foregoing,
if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the
Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification
shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g.,
being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A
of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. 

Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance
purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the
individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed
supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as
requested by you or the Company. 
 If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the
first paragraph of this Section 2(b) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after
reduction pursuant to clause (x) of the first paragraph of this Section 2(b) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause
(y) in the first paragraph of this Section 2(b), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. 












 Non-Employee Director 

 
 3.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may
include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 

(ii)    subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless
exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

4.    TERM. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 

(a)    immediately upon the termination of your Continuous Service for Cause; 

(b)    3 months after the termination of your Continuous Service for any reason other than Cause, Disability or
death; 
 (c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    18 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction, 
 (f)    the Expiration Date indicated in your Grant Notice; or 

(g)    the day before the 10th anniversary of the Date of Grant. 












 Non-Employee Director 

 
 Notwithstanding the foregoing, if you die during the period provided in
Section 4(b) or 4(c) above, the term of your Option shall not expire until the earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the
Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan.

 5.    WITHHOLDING OBLIGATIONS. As further provided in Section 8 of
the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of your Option in
accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock subject to
your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

6.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

7.    CORPORATE TRANSACTION. Your Option is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 8.    NO LIABILITY FOR
TAXES. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from
the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and
voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by
the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue
Service. 
 9.    SEVERABILITY. If any part of this Option Agreement or the
Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not 












 Non-Employee Director 

 
 invalidate any portion of this Option Agreement or the Plan not declared to be unlawful
or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the
fullest extent possible while remaining lawful and valid 
 10.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 
 11.    QUESTIONS. If you
have questions regarding these or any other terms and conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 

*  *  *  * 












 Non-Employee Director 

 
 ATTACHMENT II 

2022 EQUITY INCENTIVE PLAN 












 Non-Employee Director 

 
 ATTACHMENT III 

NOTICE OF EXERCISE 












 Non-Employee Director 

 
 ARTIVA BIOTHERAPEUTICS,
INC. 
 (2022 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 

 

					
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	
	4747 EXECUTIVE DRIVE #1150	 		 	
	SAN DIEGO, CA 92121	 		 	 Date of Exercise:
                    


 This constitutes notice to Artiva Biotherapeutics, Inc. (the “Company”) that I elect
to purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined
in the Grant Notice, Option Agreement or 2022 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable. Use of certain payment methods is subject to
Company and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 
  

					
	Type of option:	  	Nonstatutory	  	
			
	Date of Grant:	  	                    	  	                           
			
	Number of Shares as to which Option is exercised:	  	                    	  	
			
	Certificates to be issued in name of:	  	                      	  	
			
	Total exercise price:	  	$                    	  	
			
	 Cash, check, bank draft or money order delivered herewith:
	  	$                    	  	
			
	 Value of                 Shares
delivered herewith:
	  	$                    	  	
			
	 Regulation T Program (cashless exercise):
	  	$                    	  	
			
	 Value of                 Shares
pursuant to net exercise:
	  	$                    	  	













 Non-Employee Director 

 
 By this exercise, I agree (i) to provide such additional documents
as you may require pursuant to the terms of the Plan and (ii) to satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement. 

 

	
	Very truly yours,
	
	          















 Non-Employee Director 

ARTIVA BIOTHERAPEUTICS, INC. 

RSU AWARD GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted
stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2022
Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

					
	Grant Number:	 	  
	 	
	Participant:	 	  
	 	
	Date of Grant:	 	  
	 	
	Vesting Commencement Date:	 	  
	 	
	Number of Restricted Stock Units:	 	  
	 	

 Vesting Schedule: 
  

			
		  	[Initial Grant]
[                                         
                                   ]. 
		  	[Annual Grant]
[                                         
                                 ]. 
		
		  	Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service, except as set forth in Section 3 of the RSU Award Agreement.
		
	Issuance Schedule: 	  	One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 



 

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 














 Non-Employee Director 

 

									
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	PARTICIPANT:
				
	By:	 	  
	 		 	  

	Signature	 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

  

	ATTACHMENTS:    RSU	 Award Agreement, 2022 Equity Incentive Plan 



  
 1 













 ARTIVA BIOTHERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you a RSU Award under its 2022 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU
Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not
explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1.    GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all
the provisions of the Plan, including but not limited to the provisions in: 
 (a)    Section 6 of the Plan
regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 

(b)    Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service
notwithstanding the grant of the RSU Award; and 
 (c)    Section 8 of the Plan regarding the tax consequences of
your RSU Award. 
 Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    GRANT OF THE RSU AWARD. This RSU Award
represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and
subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set
forth in the Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other Restricted Stock Units covered by your RSU Award. 
 3.    VESTING. Subject to the
limitations contained herein, the Award will vest in accordance with the vesting schedule provided in the Grant Notice. Upon the cessation of your Continuous Service for any reason, any Restricted Stock Units that have not vested will be forfeited
at no cost to the Company and you will have no further right, title or interest in such 

  
 1. 













 
Restricted Stock Units or the shares of Common Stock covered thereby. If a Change in Control occurs, then, as of the date of the effective time of such Change in Control, the vesting of the Award
shall be accelerated in full, such that 100% of the total number of shares subject to your Award shall become immediately vested. 

4.    DIVIDENDS. You shall receive no benefit or adjustment to your RSU Award with
respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that
are delivered to you in connection with your RSU Award after such shares have been delivered to you. 

5.    WITHHOLDING OBLIGATIONS. As further provided in Section 8 of
the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any,
which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall have no
obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that
the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

6.    DATE OF ISSUANCE. 

(a)    The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock
Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions
in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 

(b)    If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. In addition, if: 
 (i)    the Original Issuance Date does not occur
(1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to
sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under
the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and 

(ii)    either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the
Original Issuance Date, (A) not to satisfy the Withholding 

  
 2. 













 
Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a “same
day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash, 

(iii)    then the shares that would otherwise be issued to you on the Original Issuance Date will not be
delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than
December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury
Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award
are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(c)    To the extent the RSU Award is a Non-Exempt RSU Award, the
provisions of Section 11 of the Plan shall apply. 
 7.    TRANSFERABILITY. Except as
otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution 

8.    CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 9.    NO LIABILITY FOR
TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising
from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or
knowingly and voluntarily declined to do so. 
 10.    SEVERABILITY. If any
part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid. 
 11.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 

  
 3. 













 12.    QUESTIONS. If you have questions
regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
 4. 













 Executive 

ARTIVA BIOTHERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), has
granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth
herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Stock
Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

					
	Grant Number:	 	  
	 	
	Optionholder:	 	  
	 	
	Date of Grant:	 	  
	 	
	Vesting Commencement Date:	 	  
	 	
	Number of Shares of Common Stock Subject to Option:	 	  
	 	
	Exercise Price (Per Share):	 	  
	 	
	Total Exercise Price:	 	  
	 	
	Expiration Date:	 	  
	 	

  

			
		
	Type of Grant:	 	[Incentive Stock Option] OR [Nonstatutory Stock Option]
		
	Exercise and	 	
	Vesting Schedule:	 	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows, [25% of the shares initially subject to the Option will vest on the first anniversary of the Vesting
Commencement Date, and the balance of the shares subject to the Option shall vest at a rate of 1/36th per month over the following 36 months, subject to acceleration of vesting as provided in
Section 2 of the Option Agreement].

 Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option
Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you)
cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 



 

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.















 Executive 
  

	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

									
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	OPTIONHOLDER:
				
	By:	 	
                     
                    
	 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise 












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ATTACHMENT I 

STOCK OPTION AGREEMENT 












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ARTIVA BIOTHERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you an option under its 2022 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    VESTING. Subject to the provisions contained herein, your Option will vest as provided
in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. If a Change in Control occurs and upon or within three months prior to, or 12 months after, the effective time of such Change in Control your Continuous
Service terminates due to an involuntary termination (not including death or Disability) without Cause or your voluntary termination with Good Reason, then, as of the date of termination of your Continuous Service or the effective time of such
Change in Control (whichever occurs later), the vesting and exercisability of your Option shall be accelerated in full, such that 100% of the total number of shares subject to your Option shall become immediately vested and exercisable. 

3.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in 












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accordance with the exercise procedures established by the Plan Administrator, which may include an electronic submission. Please review Sections 4(i),
4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 

(ii)    subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless
exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

(c)    By accepting your Option, you agree that you will not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any
successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option,
if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent
with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also
agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 3(c). The underwriters of the Company’s stock are intended third party beneficiaries of this
Section 3(c) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

4.    TERM. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 

(a)    immediately upon the termination of your Continuous Service for Cause; 

(b)    three months after the termination of your Continuous Service for any reason other than Cause, Disability or
death; 












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(c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    18 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction, 
 (f)    the Expiration Date indicated in your Grant Notice; or 

(g)    the day before the 10th anniversary of the Date of Grant. 

Notwithstanding the foregoing, if you die during the period provided in Section 4(b) or 4(c) above, the term of your Option shall not
expire until the earlier of (i) 18 months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth
anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the
date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 
 5.    WITHHOLDING OBLIGATIONS. As further provided in
Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by
the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

6.    INCENTIVE STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that
occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are transferred upon exercise of your Option. 












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7.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

8.    CORPORATE TRANSACTION. Your Option is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 9.    NO LIABILITY FOR
TAXES. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities
arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or
knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as
determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its
Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal
Revenue Service. 
 10.    SEVERABILITY. If any part of this
Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid 
 11.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 
 12.    QUESTIONS. If you
have questions regarding these or any other terms and conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 

*  *  *  * 












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ATTACHMENT II 

2022 EQUITY INCENTIVE PLAN 












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ATTACHMENT III 

NOTICE OF EXERCISE 












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ARTIVA BIOTHERAPEUTICS, INC. 

(2022 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
  

					
	ARTIVA BIOTHERAPEUTICS, INC.	 		 	
	4747 EXECUTIVE DRIVE #1150	 		 	
	SAN DIEGO, CA 92121	 		 	Date of Exercise:                     

 This constitutes notice to Artiva Biotherapeutics, Inc. (the “Company”) that I elect
to purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined
in the Grant Notice, Option Agreement or 2022 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable. Use of certain payment methods is subject to
Company and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 
  

					
			
	Type of option (check one):	  	Incentive ☐	  	Nonstatutory ☐
			
	Date of Grant:	  	                      	  	
			
	Number of Shares as to which Option is exercised:	  	                      	  	
			
	Certificates to be issued in name of:	  	                      	  	
			
	Total exercise price:	  	$                    	  	
			
	 Cash, check, bank draft or money order delivered herewith:
	  	$                    	  	
			
	 Value of                  Shares
delivered herewith:
	  	$                    	  	
			
	 Regulation T Program (cashless exercise)
	  	$                    	  	
			
	 Value of                  Shares
pursuant to net exercise:
	  	$                    	  	













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By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to
satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the
date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon exercise of this Option. 

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the
Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock-Up
Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 

 

	
	Very truly yours,
	
	  















 Executive 

ARTIVA BIOTHERAPEUTICS, INC. 

RSU AWARD GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Artiva Biotherapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted
stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2022
Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

			
	Grant Number:	 	  

	Participant:	 	  

	Date of Grant:	 	  

	Vesting Commencement Date:	 	  

	Number of Restricted Stock Units:	 	  


  

			
	Vesting Schedule:	 	Subject to the Participant’s Continuous Service through each applicable vesting date, the RSUs shall vest as follows: [25% of the RSUs will vest on
[                    ] and the remaining portion of the RSUs shall vest in equal installments on the Quarterly Dates, subject to acceleration of
vesting as provided in Section 3 of the RSU Award Agreement].
		
		 	“Quarterly Date” means each of May 15, August 15, November 15 and February 15.
		
	Issuance Schedule:	 	One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 



 

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 














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	ARTIVA BIOTHERAPEUTICS, INC.	 		 	PARTICIPANT:
				
	By:	 	  
	 		 	  

	 	 	Signature	 	 	 	Signature
					
	Title:	 	
                     
                   
	 		 	Date:	 	
                     
                   

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: RSU Award Agreement, 2022 Equity Incentive Plan 












 ARTIVA BIOTHERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Artiva Biotherapeutics, Inc. (the
“Company”) has granted you a RSU Award under its 2022 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU
Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not
explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1.    GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all
the provisions of the Plan, including but not limited to the provisions in: 
 (a)    Section 6 of the Plan
regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 

(b)    Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service
notwithstanding the grant of the RSU Award; and 
 (c)    Section 8 of the Plan regarding the tax consequences of
your RSU Award. 
 Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    GRANT OF THE RSU AWARD. This RSU Award
represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and
subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set
forth in the Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other Restricted Stock Units covered by your RSU Award. 
 3.    VESTING. Subject to the
limitations contained herein, the Award will vest in accordance with the vesting schedule provided in the Grant Notice. Upon the cessation of your Continuous Service for any reason, any Restricted Stock Units that have not vested will be forfeited
at no cost to the Company and you will have no further right, title or interest in such 

  
 1. 













 
Restricted Stock Units or the shares of Common Stock covered thereby. If a Change in Control occurs, and upon or within three months prior to, or 12 months after, the effective time of such
Change in Control your Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or your voluntary termination with Good Reason, then, as of the date of termination of your Continuous Service
or the effective time of such Change in Control (whichever occurs later), the vesting of the Award shall be accelerated in full, such that 100% of the total number of shares subject to your Award shall become immediately vested. 

4.    DIVIDENDS. You shall receive no benefit or adjustment to your RSU Award with
respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that
are delivered to you in connection with your RSU Award after such shares have been delivered to you. 

5.    WITHHOLDING OBLIGATIONS. As further provided in Section 8 of
the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any,
which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall have no
obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that
the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

6.    DATE OF ISSUANCE. 

(a)    The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock
Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions
in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 

(b)    If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. In addition, if: 
 (i)    the Original Issuance Date does not occur
(1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to
sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under
the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and 

  
 2. 













 (ii)    either (1) a Withholding Obligation does not apply,
or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and
(B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay
your Withholding Obligation in cash, 
 (iii)    then the shares that would otherwise be issued to you on
the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but
in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that
complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common
Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(c)    To the extent the RSU Award is a Non-Exempt RSU Award, the
provisions of Section 11 of the Plan shall apply. 
 7.    TRANSFERABILITY. Except as
otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution 

8.    CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 9.    NO LIABILITY FOR
TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising
from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or
knowingly and voluntarily declined to do so. 
 10.    SEVERABILITY. If any
part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid. 
 11.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition,
you acknowledge receipt of the Company’s Trading Policy. 

  
 3. 













 12.    QUESTIONS. If you have questions
regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
 4.