As filed with the Securities and Exchange Commission
on October 16, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMP4 THERAPEUTICS CORPORATION
(Exact name of registrant as specified in its
charter)
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| Delaware |
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81-1152476 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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One Kendall Square
Building 1400 West, 3rd Floor
Cambridge, Massachusetts |
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02139 |
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(Zip Code) |
CAMP4 Therapeutics Corporation Amended and Restated
2016 Stock Option and Grant Plan
CAMP4 Therapeutics Corporation 2024 Equity Incentive
Plan
CAMP4 Therapeutics Corporation 2024 Employee
Stock Purchase Plan
(Full titles of the plans)
Josh Mandel-Brehm
Chief Executive Officer
CAMP4 Therapeutics Corporation
One Kendall Square, Building 1400 West, 3rd Floor
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 651-8867
(Telephone number, including area code, of agent
for service)
Please send a copy of all communications
to:
Thomas J. Danielski
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
617-951-7000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428(a) under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing
the information specified in Part I will be delivered to the participants of the CAMP4 Therapeutics Corporation Amended and Restated 2016
Stock Option and Grant Plan, the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan and the CAMP4 Therapeutics Corporation 2024
Employee Stock Purchase Plan, as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission
(the “SEC”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by CAMP4 Therapeutics Corporation (the
“Registrant”) with the SEC are incorporated herein by reference:
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the Registrant’s Current Report on Form 8-K filed with the SEC on October 15, 2024; |
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| (b) |
the Registrant’s prospectus filed with the SEC on October 11, 2024 pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form S-1 (File No. 333-282241), that contains audited financial statements of the Registrant for the latest fiscal period for which such statements have been filed; and |
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| (c) |
the description of the Registrant’s Common Stock, $0.0001 par value per share, which is contained in the Registrant’s registration statement on Form 8-A filed by the Registrant with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 8, 2024, including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference herein and to be part hereof from the date of filing of such reports and documents. Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed
report or document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware (the “DGCL”), our restated certificate of incorporation (our “Restated Charter”) includes
a provision to eliminate the personal liability of our directors and officers for monetary damages for breach of their fiduciary duties
as directors, subject to certain exceptions. In addition, our Restated Charter and amended and restated bylaws provide that we are required
to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise
be discretionary, and we are required to advance expenses to our officers and directors as incurred in connection with proceedings against
them for which they may be indemnified, in each case except to the extent that the DGCL prohibits the elimination or limitation of liability
of directors or officers for breaches of fiduciary duty.
Section 145(a) of the DGCL provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct
was unlawful.
Section 145(b) of the DGCL provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted
in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
We have entered into indemnification agreements with our
directors and executive officers. These indemnification agreements provide broader indemnity rights than those provided under the
DGCL and our Restated Charter. These indemnification agreements are not intended to deny or otherwise limit third-party or
derivative suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or
contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not
benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset
by our obligations to the director or officer under the indemnification agreement.
We maintain directors’ and officers’ liability insurance
for the benefit of our directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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| (ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; |
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| (iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, Massachusetts, on this 16th day of October, 2024.
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CAMP4 THERAPEUTICS CORPORATION |
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By: |
/s/ Josh Mandel-Brehm |
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Name: Josh Mandel-Brehm |
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Title: President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Josh Mandel-Brehm and Kelly Gold, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by CAMP4 Therapeutics
Corporation and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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| /s/ Josh Mandel-Brehm |
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President, Chief Executive Officer and Director |
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October 16, 2024 |
| Josh Mandel-Brehm |
(Principal Executive Officer) |
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| /s/ Kelly Gold |
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Chief Financial Officer |
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October 16, 2024 |
| Kelly Gold |
(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Steven Holtzman |
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Director and Chair |
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October 16, 2024 |
| Steven Holtzman |
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| /s/ James Boylan |
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Director |
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October 16, 2024 |
| James Boylan |
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| /s/ Ingo Chakravarty |
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Director |
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October 16, 2024 |
| Ingo Chakravarty |
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| /s/ Michael Higgins |
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Director |
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October 16, 2024 |
| Michael Higgins |
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| /s/ Amir Nashat |
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Director |
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October 16, 2024 |
| Amir Nashat, ScD |
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| /s/ Paula Ragan |
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Director |
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October 16, 2024 |
| Paula Ragan, PhD |
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| /s/ Andrew J. Schwab |
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Director |
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October 16, 2024 |
| Andrew J. Schwab |
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| /s/ Ravi I. Thadhani |
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Director |
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October 16, 2024 |
| Ravi I. Thadhani, MD, MPH |
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| /s/ Richard Young |
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Director |
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October 16, 2024 |
| Richard Young, PhD |
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Exhibit
4.2
CAMP4 THERAPEUTICS
CORPORATION
2024 Equity Incentive Plan
1. DEFINED
TERMS
Exhibit A, which
is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms.
2. PURPOSE
The Plan has been established
to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards.
3. ADMINISTRATION
The Plan will be administered
by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer
and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine the exercise price, base value from
which appreciation is measured, or purchase price, if any, applicable to any Award, to determine, modify, accelerate or waive the terms
and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other property);
to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary or desirable to carry
out the purposes of the Plan or any Award. Determinations of the Administrator made with respect to the Plan or any Award are conclusive
and bind all persons.
4.
LIMITS ON AWARDS UNDER THE PLAN
(a) Number
of Shares. Subject to adjustment as provided in Section 7(b), the maximum number of shares of Stock that may
be delivered in satisfaction of Awards under the Plan is 2,143,039 shares (the “Initial Share Pool”). The Initial
Share Pool will automatically increase on January 1 of each year during the term of the Plan, beginning in 2025, by the lesser of
(i) five percent (5%) of the number of shares of Stock outstanding as of the close of business on the immediately preceding December 31
and (ii) the number of shares of Stock determined by the Board on or prior to such date for such year (the Initial Share Pool, as
it may be so increased, the “Share Pool”). Up to 12,858,238 shares of Stock from the Share Pool may be delivered in
satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs
be awarded under the Plan. For purposes of this Section 4(a), shares of Stock shall not be treated as delivered under the
Plan, and will not reduce the Share Pool, unless and until, and to the extent, they are actually delivered to a Participant. Without
limiting the generality of the foregoing, the number of shares of Stock delivered in satisfaction of Awards will be determined (i) by
excluding shares of Stock withheld by the Company in payment of the exercise price or purchase price of the Award or in satisfaction
of tax withholding requirements with respect to the Award; (ii) by including only the number of shares of Stock delivered in settlement
of a SAR any portion of which is settled in Stock; and (iii) by excluding any shares of Stock underlying Awards settled in cash
or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of Stock (or retention,
in the case of Restricted Stock or Unrestricted Stock). For the avoidance of doubt, the Share Pool will not be increased by any shares
of Stock delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. The
limits set forth in this Section 4(a) will be construed to comply with Section 422.
(b) Substitute
Awards. The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of
Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements),
shares of Stock delivered in respect of Substitute Awards will be in addition to and will not reduce the Share Pool. Notwithstanding
the foregoing or anything in Section 4(a) to the contrary, if any Substitute Award is settled in cash or expires, becomes
unexercisable, terminates or is forfeited to or repurchased by the Company without the delivery (or retention, in the case of Restricted
Stock or Unrestricted Stock) of Stock, the shares of Stock previously subject to such Award will not increase the Share Pool or otherwise
be available for future grant under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan
apply to Substitute Awards, if at all; provided, however, that Substitute Awards will not be subject to the limits described
in Section 4(d) below.
(c) Type
of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock, treasury Stock or previously
issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan, unless otherwise determined by
the Administrator.
(d) Director
Limits. The aggregate value of all compensation granted or paid to any Director with respect to any calendar year, including
Awards granted under the Plan and cash fees or other compensation paid by the Company to such Director outside of the Plan for his or
her services as a Director during such calendar year, may not exceed $750,000 in the aggregate ($1,000,000 in the aggregate with respect
to a Director’s first year of service on the Board), calculating the value of any Awards based on the grant date fair value in
accordance with the Accounting Rules, assuming a maximum payout. For the avoidance of doubt, the limitation in this Section 4(d)
will not apply to any compensation granted or paid to a Director for his or her services to the Company or a subsidiary other than
as a Director, including, without limitation, as a consultant or adviser to the Company or a subsidiary.
5. ELIGIBILITY
AND PARTICIPATION
The Administrator will select
Participants from among Employees and Directors of, and consultants and advisors to, the Company and its subsidiaries. Eligibility for
ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a
“parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424
of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this
Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company
that would be described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.
6. RULES
APPLICABLE TO AWARDS
(a) All
Awards
(1) Award Provisions. The Administrator will determine the terms and conditions of all Awards, subject to the limitations provided
herein. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option
or SAR. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant
will be deemed to have agreed to the terms and conditions of the Award and the Plan. Notwithstanding any provision of the Plan to the
contrary, Substitute Awards may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as
determined by the Administrator.
(2) Term of Plan. No Awards may be made after ten (10) years from the Date of Adoption, but previously granted Awards may continue
beyond that date in accordance with their terms.
(3) Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence
of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution. During
a Participant’s lifetime, ISOs and, except as the Administrator otherwise expressly provides in accordance with the third sentence
of this Section 6(a)(3), SARs and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous
transfer (i.e., transfer not for value) of Awards other than ISOs, subject to applicable securities and other laws and such terms and
conditions as the Administrator may determine.
(4) Vesting;
Exercisability. The Administrator will determine the time or times at which an Award vests or becomes exercisable and the terms and
conditions on which a Stock Option or SAR remains exercisable. Without limiting the foregoing, the Administrator may at any time accelerate
the vesting and/or exercisability of an Award (or any portion thereof), regardless of any adverse or potentially adverse tax or other
consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will
apply if a Participant’s Employment ceases:
(A)
Except as provided in (B) and (C) below, immediately upon the cessation of the Participant’s Employment each Stock Option
and SAR (or portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease
to be exercisable and will terminate and each other Award that is then held by the Participant or by the Participant’s permitted
transferees, if any, to the extent not then vested will be forfeited.
(B) Subject
to (C) and (D) below, each Stock Option and SAR (or portion thereof) held by the Participant or the Participant’s permitted transferees,
if any, immediately prior to the cessation of the Participant’s Employment, to the extent then vested and exercisable, will remain
exercisable for the lesser of (i) a period of three (3) months following such cessation of Employment or (ii) the period ending
on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and
will thereupon immediately terminate.
(C)
Subject to (D) below, each Stock Option and SAR (or portion thereof) held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death or by the Company
due to his or her Disability, to the extent then vested and exercisable, will remain exercisable for the lesser of (i) the one- (1)
year period ending on the first anniversary of such cessation of Employment or (ii) the period ending on the latest date on which
such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately
terminate.
(D)
All Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted transferees, if
any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment
if the termination is for Cause or occurs in circumstances that in the determination of the Administrator would have constituted grounds
for the Participant’s Employment to be terminated for Cause (in each case, without regard to the lapsing of any required notice
or cure periods in connection therewith).
(5) Recovery of Compensation. The Administrator may provide in any case that any outstanding Award (whether or not vested or exercisable),
the proceeds from the exercise or disposition of any Award or Stock acquired under any Award, and any other amounts received in respect
of any Award or Stock acquired under any Award will be subject to forfeiture and disgorgement to the Company, with interest and other
related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable
Award, or any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment, or other restrictive
covenant by which he or she is bound. Each Award will be subject to any policy of the Company or any of its subsidiaries that relates
to trading on non-public information and permitted transactions with respect to shares of Stock, including limitations on hedging and
pledging. In addition, each Award will be subject (i) to recoupment to the extent a Participant is or becomes subject to the Company’s
Policy for Recoupment of Incentive Compensation, as the same may be amended and in effect from time to time (the “Clawback Policy”),
and (ii) to any other policy of the Company or any of its Affiliates that provides for forfeiture, disgorgement, or clawback with respect
to incentive compensation that includes Awards under the Plan. Each Participant, by accepting or being deemed to have accepted an Award
under the Plan, agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5), the Clawback Policy and any
other clawback, recoupment or similar policy of the Company or any of its subsidiaries and further agrees (or will be deemed to have further
agreed) to cooperate fully with the Administrator, and to cause any and all permitted transferees of the Participant to cooperate fully
with the Administrator, to effectuate any forfeiture or disgorgement described in this Section 6(a)(5). Neither the Administrator
nor the Company nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for
any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with
this Section 6(a)(5).
(6) Taxes. The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an Award
are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award.
The Administrator will prescribe rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary.
Without limitation to the foregoing, the Company or any parent or subsidiary of the Company will have the authority and the right to
deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to remit to the Company or a parent
or subsidiary of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance,
payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and any Award hereunder
and legally applicable to the Participant and required by law to be withheld (including, any amount deemed by the Company, in its discretion,
to be an appropriate charge to the Participant even if legally applicable to the Company or any parent or subsidiary of the Company).
The Administrator, in its sole discretion, may hold back shares of Stock from an Award or permit a Participant to tender previously-owned
shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent
with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld pursuant to this Section 6(a)(6)
will be treated as though such payment had been made directly to the Participant. In addition, the Company may, to the extent permitted
by law, deduct any such tax and other withholding amounts from any payment of any kind otherwise due to a Participant from the Company
or any parent or subsidiary of the Company.
(7) Dividend
Equivalents. The Administrator may provide for the payment of amounts (on terms and subject to such restrictions and conditions established
by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not
the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award; provided,
however, that (i) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject
to a risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the
underlying Award, and (ii) no dividends or dividend equivalents shall be payable with respect to Stock Options or SARs. Any entitlement
to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in
compliance with, the applicable requirements of Section 409A.
(8) Rights
Limited. Nothing in the Plan or any Award will be construed as giving any person the right to be granted an Award or to continued
employment or service with the Company or any of its subsidiaries, or any rights as a stockholder except as to shares of Stock actually
delivered under the Plan. The loss of existing or potential profit in any Award will not constitute an element of damages in the event
of a termination of a Participant’s Employment for any reason, even if the termination is in violation of an obligation of the
Company or any of its subsidiaries to the Participant.
(9) Coordination
with Other Plans. Shares of Stock and/or Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution
for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its subsidiaries.
For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or
any of its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the Administrator
so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter
available for delivery under the Plan in accordance with the rules set forth in Section 4).
(10) Section 409A
(A)
Without limiting the generality of Section 11(b) hereof, each Award will contain such terms as the Administrator
determines and will be construed and administered such that the Award either qualifies for an exemption from the requirements of Section 409A
or satisfies such requirements.
(B)
Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally amend, modify
or terminate the Plan or any outstanding Award, including, without limitation, changing the form of the Award, if the Administrator determines
that such amendment, modification or termination is necessary or desirable to avoid the imposition of an additional tax, interest or penalty
under Section 409A.
(C)
If a Participant is determined on the date of the Participant’s termination of Employment to be a “specified employee”
within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered nonqualified
deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”,
such payment will be made or provided on the date that is the earlier of (i) the first business day following the expiration of the
six- (6) month period measured from the date of such “separation from service” and (ii) the date of the Participant’s
death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C)
(whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid, without
interest, on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the
Award will be paid in accordance with the normal payment dates specified for them in the applicable Award agreement.
(D)
For purposes of Section 409A, each payment made under the Plan or any Award will be treated as a separate payment.
(E)
With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable,
that is payable upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of an additional
tax, interest or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change
in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.
(b) Stock
Options and SARs
(1) Time
and Manner of Exercise. Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have
been exercised until the Administrator receives a notice of exercise in a form acceptable to the Administrator that is signed by the
appropriate person and accompanied by any payment required under the Award. The Administrator may limit or restrict the
exercisability of any Stock Option or SAR in its discretion, including in connection with any Covered Transaction. Any attempt to
exercise a Stock Option or SAR by any person other than the Participant will not be given effect unless the Administrator has
received such evidence as it may require that the person exercising the Award has the right to do so.
(2) Exercise
Price. The exercise price (or the base value from which appreciation is to be measured) per share of each Award requiring exercise
must be no less than one hundred percent (100%) (in the case of an ISO granted to a ten percent (10%) stockholder within the meaning
of Section 422(b)(6) of the Code, one hundred ten percent (110%)) of the Fair Market Value of a share of Stock, determined as of
the date of grant of the Award, or such higher amount as the Administrator may determine in connection with the grant.
(3) Payment
of Exercise Price. Where the exercise of an Award (or portion thereof) is to be accompanied by payment, payment of the exercise price
must be made by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally permissible, (i) through
the delivery of previously acquired unrestricted shares of Stock, or the withholding of unrestricted shares of Stock otherwise deliverable
upon exercise, in either case that have a Fair Market Value equal to the exercise price; (ii) through a broker-assisted cashless
exercise program acceptable to the Administrator; (iii) by other means acceptable to the Administrator; or (iv) by any combination
of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise price under clause (i)
above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules
as the Administrator may prescribe.
(4) Maximum
Term. The maximum term of Stock Options and SARs must not exceed ten (10) years from the date of grant (or five (5) years from the
date of grant in the case of an ISO granted to a ten percent (10%) stockholder described in Section 6(b)(2) above).
(5) No
Repricing. Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any
stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares) or as otherwise contemplated by Section 7 below, the Company may not, without obtaining
stockholder approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such
Stock Options or SARs; (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs that have an exercise
price or base value that is less than the exercise price or base value of the original Stock Options or SARs; or (iii) cancel outstanding
Stock Options or SARs that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of
such cancellation in exchange for cash or other consideration.
7.
EFFECT OF CERTAIN TRANSACTIONS
(a) Mergers,
etc. Except as otherwise expressly provided in an Award agreement or other agreement or by the Administrator, the following
provisions will apply in the event of a Covered Transaction:
(1) Assumption
or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide
for (i) the assumption or continuation of some or all outstanding Awards or any portion thereof; or (ii) the grant of new awards
in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
(2) Cash-Out
of Awards. Subject to Section 7(a)(5) below, the Administrator may provide for payment (a “cash-out”),
with respect to some or all Awards or any portion thereof (including only the vested portion thereof, with the unvested portion terminating
as provided in Section 7(a)(4) below), equal in the case of each applicable Award or portion thereof to the excess, if any,
of (i) the Fair Market Value of one (1) share of Stock multiplied by the number of shares of Stock subject to the Award or
such portion, minus (ii) the aggregate exercise or purchase price, if any, of such Award or such portion thereof (or, in
the case of a SAR, the aggregate base value above which appreciation is measured), in each case, on such payment and other terms and
subject to such conditions (which need not be the same as the terms and conditions applicable to holders of Stock generally) as the Administrator
determines, including that any amounts paid in respect of such Award in connection with the Covered Transaction be placed in escrow or
otherwise made subject to such restrictions as the Administrator deems appropriate. For the avoidance of doubt, if the per-share exercise
or purchase price (or base value) of an Award or portion thereof is equal to or greater than the Fair Market Value of one (1) share of
Stock, such Award or portion may be cancelled with no payment due hereunder or otherwise in respect thereof.
(3) Acceleration
of Certain Awards. Subject to Section 7(a)(5) below, the Administrator may provide that any Award requiring exercise
will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding
Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated,
in full or in part, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator,
following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered
Transaction.
(4) Termination
of Awards upon Consummation of Covered Transaction. Except as the Administrator may otherwise determine, each Award will automatically
terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon the consummation
of the Covered Transaction, other than (i) any Award that is assumed, continued or substituted for pursuant to Section 7(a)(1)
above, and (ii) any Award that by its terms, or as a result of action taken by the Administrator, continues following the Covered
Transaction.
(5) Additional
Limitations. Any share of Stock and any cash or other property or other award delivered pursuant to Section 7(a)(1),
Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator,
contain such restrictions, if any, as the Administrator deems appropriate, including to reflect any performance or other vesting conditions
to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes
of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or an acceleration under Section 7(a)(3)
above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the
case of Restricted Stock that does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require
that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed
in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
(6) Uniform Treatment. For the avoidance of doubt, the Administrator need not treat Participants or Awards (or portions thereof)
in a uniform manner, and may treat different Participants and/or Awards differently, in connection with a Covered Transaction.
(b) Changes in and Distributions with Respect to Stock
(1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock
split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the
meaning of the Accounting Rules, the Administrator shall make appropriate adjustments to the maximum number of shares of Stock specified
in Section 4(a) that may be delivered under the Plan and to the limits described in Section 4(d), and shall make
appropriate adjustments to the number and kind of shares of stock or securities underlying Awards then outstanding or subsequently granted,
any exercise or purchase prices (or base values) relating to Awards and any other provision of Awards affected by such change.
(2) Certain
Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take
into account distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1), or any other
event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any Award.
(3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities
resulting from an adjustment pursuant to this Section 7.
8. LEGAL
CONDITIONS ON DELIVERY OF STOCK
The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered
under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such
shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange
or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon
official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. The Company may require, as a
condition to the exercise of an Award or the delivery of shares of Stock under an Award, such representations or agreements as
counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable
state or non-U.S. securities law. Any Stock delivered to Participants under the Plan will be evidenced in such manner as the
Administrator determines appropriate, including book-entry registration or delivery of stock certificates. In the event that the
Administrator determines that stock certificates will be issued in connection with Stock issued under the Plan, the Administrator
may require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and
the Company may hold the certificates pending the lapse of the applicable restrictions.
9.
AMENDMENT AND TERMINATION
The Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by applicable law, and may at
any time terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise expressly provided
in the Plan or the applicable Award, the Administrator may not, without the Participant’s consent, alter the terms of an Award so
as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the
right to do so in the Plan or at the time the applicable Award was granted. Any amendments to the Plan will be conditioned upon stockholder
approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock exchange requirements,
as determined by the Administrator. For the avoidance of doubt, without limiting the Administrator’s rights hereunder, no adjustment
to any Award pursuant to the terms of Section 7 or Section 12 will be treated as an amendment requiring a Participant’s
consent.
10. OTHER
COMPENSATION ARRANGEMENTS
The existence of the Plan
or the grant of any Award will not affect the right of the Company or any of its subsidiaries to grant any person bonuses or other compensation
in addition to Awards under the Plan.
11. MISCELLANEOUS
(a) Waiver
of Jury Trial. By accepting or being deemed to have accepted an Award under the Plan, each Participant waives (or will
be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding
or counterclaim concerning any rights under the Plan or any Award, or under any amendment, waiver, consent, instrument, document or other
agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that
any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting or being deemed to have
accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented,
expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing
waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company
and a Participant to agree to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or as limiting
the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a condition of receiving
an Award hereunder.
(b) Limitation
of Liability. Notwithstanding anything to the contrary in the Plan or any Award, neither the Company, nor any of its
subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator,
will be liable to any Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted
transferee, or to any other person by reason of any acceleration of income, any additional tax, or any penalty, interest or other
liability asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by
reason of Section 4999 of the Code, or otherwise asserted with respect to any Award.
(c) Unfunded
Plan. The Company’s obligations under the Plan are unfunded, and no Participant will have any right to specific
assets of the Company in respect of any Award. Participants will be general unsecured creditors of the Company with respect to any amounts
due or payable under the Plan.
12. ESTABLISHMENT
OF SUB-PLANS
The Administrator may at any
time and from time to time (including before or after an Award is granted) establish, adopt or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject to the laws of countries
other than the U.S., including by establishing one or more sub-plans, supplements or appendices under the Plan or any Award agreement
for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage of tax favorable treatment or for any other
legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix may contain (i) such limitations
on the Administrator’s discretion under the Plan and (ii) such additional or different terms and conditions, in each case,
as the Administrator deems necessary or desirable, and will be deemed to be part of the Plan but will apply only to Participants within
the group to which the sub-plan, supplement or appendix applies (as determined by the Administrator); provided, however,
that no sub-plan, supplement, appendix, rule or regulation established pursuant to this provision shall increase Share Pool.
13. GOVERNING
LAW
(a) Certain
Requirements of Corporate Law. Awards and shares of Stock will be granted, issued and administered consistent with the
requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the
applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each
case, as determined by the Administrator.
(b) Other
Matters. Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12
or as provided in Section 13(a) above, the domestic substantive laws of the Commonwealth of Massachusetts govern the
provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under
the Plan or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule
that would cause the application of the domestic substantive laws of any other jurisdiction.
(c) Jurisdiction. Subject to Section 11(a)
and except as may be expressly set forth in an Award agreement, by accepting (or being deemed to have accepted) an Award, each Participant
agrees or will be deemed to have agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state
courts located within the geographic boundaries of the United States District Court for the District of Massachusetts for the purpose
of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (ii) not commence any suit, action or
other proceeding arising out of or based upon the Plan or any Award, except in the federal and state courts located within the geographic
boundaries of the United States District Court for the District of Massachusetts; and (iii) waive, and not assert, by way of motion
as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction
of the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Award or the
subject matter thereof may not be enforced in or by such court.
* * * *
EXHIBIT A
Definition of Terms
The following terms, when
used in the Plan, have the meanings and are subject to the provisions set forth below:
“Accounting Rules”:
Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.
“Administrator”:
The Compensation Committee, except with respect to such matters that are not delegated to the Compensation Committee by the Board (whether
pursuant to committee charter or otherwise). The Compensation Committee (or the Board, with respect to such matters over which it retains
authority under the Plan or otherwise) may delegate (i) to one or more of its members (or one or more other members of the Board)
such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers or other Employees of the Company
the power to grant Awards to the extent permitted by Section 152 or 157(c) of the Delaware General Corporation Law; and (iii) to
such Employees or other persons as it determines such ministerial tasks as it deems appropriate. For purposes of the Plan, the term “Administrator”
will include the Board, the Compensation Committee, and the person or persons delegated authority under the Plan to the extent of such
delegation, as applicable.
“Award”:
Any or a combination of the following:
(i)
Stock Options.
(ii)
SARs.
(iii) Restricted
Stock.
(iv) Unrestricted
Stock.
(v) Stock
Units, including Restricted Stock Units.
(vi) Performance
Awards.
(vii) Awards
(other than Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.
“Board”:
The board of directors of the Company.
“Cause”:
In the case of any Participant who is subject to a currently effective employment agreement with the Company (or one of its
affiliates) containing a definition of “Cause”, the definition of “Cause” as provided for in such agreement;
and with respect to any other Participant, (i) the Participant’s dishonest statements or acts with respect to the Company or
any affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which the
Company, or any affiliate, does business; (ii) the Participant’s commission of (A) a felony or (B) any crime involving moral
turpitude, deceit, dishonesty or fraud; (iii) the Participant’s failure to perform his or her assigned duties and
responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company,
after written notice given to the Participant by the Company; (iv) the Participant’s gross negligence, willful misconduct or
insubordination with respect to the Company or any affiliate of the Company; (v) a violation by a Participant of the code of conduct
of the Company or any of its affiliates or of any material policy of the Company or any of its affiliates, or of any statutory or
common law duty of loyalty to the Company or any of its affiliates; (vi) the Participant’s material breach of any of the terms
of the Plan or any Award made under the Plan, or the Participant’s material violation of any provision of any agreement(s)
between the Participant and the Company, including any such agreements relating to noncompetition, nonsolicitation, nondisclosure
and/or assignment of inventions; or (vii) any other conduct by a Participant that could be expected to be harmful to the business,
interests or reputation of the Company.
“Code”:
The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect,
including any applicable regulations and guidance thereunder.
“Company”:
CAMP4 Therapeutics Corporation, a Delaware corporation.
“Compensation Committee”:
The compensation committee of the Board.
“Covered Transaction”:
Any of (i) a consolidation, merger or similar transaction or series of related transactions, including a sale or other disposition
of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the
Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert;
(ii) a sale or transfer of all or substantially all the Company’s assets; or (iii) a dissolution or liquidation of the
Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i)
(as determined by the Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender offer.
“Date of Adoption”:
The earlier of the date the Plan was approved by the Company’s stockholders or adopted by the Board, as determined by the Compensation
Committee.
“Director”:
A member of the Board who is not an Employee.
“Disability”:
In the case of any Participant who is subject to a currently effective employment agreement with the Company (or one of its affiliates)
that contains a definition of “Disability” (or a corollary term), the definition set forth in such agreement applies with
respect to such Participant for purposes of the Plan for so long as such agreement is in effect. In every other case, “Disability”
means, as determined by the Administrator, absence from work due to a disability for a period in excess of ninety (90) days in any twelve-
(12) month period that would entitle the Participant to receive benefits under the Company’s long-term disability program as in
effect from time to time (if the Participant were a participant in such program).
“Employee”:
Any person who is employed by the Company or any of its subsidiaries.
“Employment”:
A Participant’s employment or other service relationship with the Company or any of its subsidiaries. Employment will be deemed
to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise is providing services
in a capacity described in Section 5 to, the Company or any of its subsidiaries. If a Participant’s employment or other
service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant’s
Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers
Employment to the Company or one of its remaining subsidiaries. Notwithstanding the foregoing, in construing the provisions of any Award
relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation
of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms
will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury
Regulations, after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or
businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3)
of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A,
any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether
a “separation from service” has occurred. Any such written election will be deemed a part of the Plan.
“Exchange Act”:
The Securities Exchange Act of 1934, as amended.
“Fair Market Value”:
As of a particular date, (i) the closing price for a share of Stock reported on the Nasdaq Global Market (or any other national securities
exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the
immediately preceding date on which a closing price was reported; or (ii) in the event that the Stock is not traded on a national
securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422
and Section 409A to the extent applicable.
“ISO”:
A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each Stock Option granted
pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly
designated as an ISO in the applicable Award agreement.
“NSO”:
A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.
“Participant”:
A person who is granted an Award under the Plan.
“Performance Award”:
An Award subject to performance vesting conditions, which may include Performance Criteria.
“Performance
Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion
and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss and may
be applied to a Participant individually, or to a business unit or division of the Company or to the Company as a whole. A
Performance Criterion may also be based on individual performance and/or subjective performance criteria. The Administrator may
provide that one or more of the Performance Criteria applicable to such Award will be adjusted in a manner to reflect events (for
example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable
Performance Criterion or Criteria.
“Plan”:
The CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan, as from time to time amended and in effect.
“Restricted Stock”:
Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the Company if specified performance
or other vesting conditions are not satisfied.
“Restricted Stock
Unit”: A Stock Unit that is, or as to which the delivery of Stock or of cash in lieu of Stock is, subject to the satisfaction
of specified performance or other vesting conditions.
“SAR”:
A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the
excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the SAR
is to be measured.
“Section 409A”:
Section 409A of the Code and the regulations thereunder.
“Section 422”:
Section 422 of the Code and the regulations thereunder.
“Stock”:
Common stock of the Company, par value $0.0001 per share.
“Stock Option”:
An option entitling the holder to acquire shares of Stock upon payment of the exercise price.
“Stock Unit”:
An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.
“Substitute Awards”:
Awards granted under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced or adjusted
in connection with the acquisition.
“Unrestricted Stock”:
Stock not subject to any restrictions under the terms of the Award.
Exhibit 4.3
CAMP4 THERAPEUTICS
CORPORATION
2024 Employee Stock Purchase Plan
Exhibit A, which
is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.
The Plan is intended to enable
Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan, and thereby acquire an interest
in the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 and to be exempt
from the application and requirements of Section 409A of the Code, and is to be construed accordingly.
| 3. | Options to Purchase Stock |
Subject to adjustment pursuant
to Section 16 of the Plan, the maximum aggregate number of shares of Stock available for purchase pursuant to the exercise
of Options granted under the Plan will be 214,303 shares (the “Initial Share Pool”). The Initial Share Pool will automatically
increase on January 1 of each year during the term of the Plan, beginning in 2025, by the lesser of (i) one percent (1%) of
the number of shares of Stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the
number of shares of Stock determined by the Board on or prior to such date for such year, up to a maximum of 2,357,343 shares in the aggregate
(the Initial Share Pool, as it may be so increased, the “Share Pool”). The shares of Stock to be delivered upon exercise
of Options under the Plan may be either shares of authorized but unissued Stock, treasury Stock, or previously issued Stock acquired by
the Company. If any Option granted under the Plan expires or terminates for any reason without having been exercised in full or ceases
for any reason to be exercisable in whole or in part, the unpurchased shares of Stock subject to such Option will not reduce the Share
Pool and will again be available for purchase under the Plan. If, on an Exercise Date, the total number of shares of Stock that would
otherwise be subject to Options granted under the Plan exceeds the number of shares then available in the Share Pool, the Administrator
shall make a pro rata allocation of the shares remaining available for purchase under the Plan in as uniform a manner as is practicable
and as it determines to be equitable. In such event, the Administrator shall notify each Participant of such reduction and of the effect
on the Participant’s Options and may reduce the rate of a Participant’s payroll deductions, if necessary.
(a)
Eligibility Requirements. Subject to Section 13
of the Plan, and the exceptions and limitations set forth in Section 4(b), Section 4(c), and Section 6
of the Plan, or as may be provided elsewhere in the Plan or in any sub-plan contemplated by Section 23, each Employee (i) who
has been continuously employed by the Company or a Designated Subsidiary, as applicable, for a period of at least thirty (30) calendar
days as of the first day of an Option Period; (ii) whose customary Employment with the Company or a Designated Subsidiary, as applicable,
is for more than five (5) months per calendar year; (iii) who customarily works twenty (20) hours or more per week; and (iv) who
satisfies the requirements set forth in the Plan will be an Eligible Employee.
(b)
Five Percent Shareholders. No Employee may be
granted an Option under the Plan if, immediately after the Option is granted, the Employee would own (or pursuant to Section 424(d)
of the Code would be deemed to own) stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of its Parent or Subsidiaries, if any.
(c)
Additional Requirements. The Administrator may,
for Option Periods that have not yet commenced, establish additional or other eligibility requirements, or amend the eligibility requirements
set forth in Section 4(a) above, in each case, consistent with the requirements of Section 423.
The Plan will generally be
implemented by a series of separate offerings referred to as “Option Periods.” Unless otherwise determined by the Administrator,
the Option Periods will be successive periods of approximately six (6) months commencing on the first Business Day in January and July
of each year, anticipated to be on or around January 1 and July 1, and ending approximately six (6) months later on the last
Business Day in June or December, as applicable, of each year, anticipated to be on or around June 30 and December 31. The last
Business Day of each Option Period will be an “Exercise Date.” The Administrator may change the Exercise Date, the
commencement date, the ending date and the duration of each Option Period, in each case, to the extent permitted by Section 423;
provided, however, that no Option may be exercised after twenty-seven (27) months from its grant date.
Subject to the requirements
and limitations set forth in Sections 4 and 10 of the Plan and the Maximum Share Limit, on the first day of an Option
Period, each Participant will automatically be granted an Option to purchase shares of Stock on the Exercise Date; provided, however,
that no Participant will be granted an Option under the Plan that permits the Participant’s right to purchase shares of Stock under
the Plan and under all other employee stock purchase plans of the Company and its Parent and Subsidiaries, if any, to accrue at a rate
that exceeds $25,000 in Fair Market Value (or such other maximum as may be prescribed from time to time by the Code) for each calendar
year during which any Option granted to such Participant is outstanding at any time, as determined in accordance with Section 423(b)(8)
of the Code.
| 7. | Method of Participation |
(a)
Payroll Deduction and Participation Authorization.
To participate in an Option Period, an Eligible Employee must execute and deliver to the Administrator a payroll deduction and participation
authorization form in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator and, in so doing, the
Eligible Employee will thereby become a Participant as of the first day of such Option Period. Such an Eligible Employee will remain a
Participant with respect to subsequent Option Periods until his or her participation in the Plan is terminated as provided herein. Such
payroll deduction and participation authorization must be delivered not later than fourteen (14) calendar days prior to the first day
of an Option Period, or such other time as specified by the Administrator.
(b)
Changes to Payroll Deduction Authorization for Subsequent Option
Periods. A Participant’s payroll deduction authorization will remain in effect for subsequent Option Periods unless
the Participant files a new authorization not later than fourteen (14) calendar days prior to the first day of the subsequent Option Period
(or such other time as specified by the Administrator) or the Participant’s Option is cancelled pursuant to Section 13
or Section 14 of the Plan.
(c)
Changes to Payroll Deduction Authorization for Current Option
Period. During an Option Period, a Participant’s payroll deduction authorization may not be increased or decreased,
except that a Participant may terminate his or her payroll deduction authorization by canceling his or her Option in accordance with Section 13
of the Plan.
(d)
Payroll Deduction Percentage. Each payroll deduction
authorization will authorize payroll deductions as a whole percentage from one to fifteen percent (1% to 15%) of the employee’s
Eligible Compensation per payroll period.
(e)
Payroll Deduction Account. All payroll deductions
made pursuant to this Section 7 will be credited to the Participant’s Account. Amounts credited to a Participant’s
Account will not be required to be set aside in trust or otherwise segregated from the Company’s general assets.
A Participant must pay for
shares of Stock purchased under the Plan with accumulated payroll deductions credited to the Participant’s Account.
The Purchase Price of shares
of Stock issued pursuant to the exercise of an Option on each Exercise Date will be eighty-five percent (85%) (or such greater percentage
specified by the Administrator to the extent permitted under Section 423) of the lesser of (i) the Fair Market Value of a share
of Stock on the date on which the Option was granted pursuant to Section 6 of the Plan (i.e., the first day of the Option
Period) and (ii) the Fair Market Value of a share of Stock on the date on which the Option is deemed exercised pursuant to Section 10
of the Plan (i.e., the Exercise Date).
(a) Purchase
of Shares. Subject to the limitations set forth in Section 6 of the Plan and this Section 10,
with respect to each Option Period, on the applicable Exercise Date, each Participant will be deemed to have exercised his or her
Option and the accumulated payroll deductions in the Participant’s Account will be applied to purchase the greatest number of
shares of Stock (rounded down to the nearest whole share) that can be purchased with such Account balance at the applicable Purchase
Price; provided, however, that no more than 5,000 shares of Stock may be purchased by a Participant on any Exercise
Date, or such lesser number as the Administrator may prescribe in accordance with Section 423 (the “Maximum Share
Limit”). As soon as practicable thereafter, shares of Stock so purchased will be placed, in book-entry form, into a record
keeping account in the name of the Participant. No fractional shares will be purchased pursuant to the exercise of an Option under
the Plan, unless otherwise determined by the Administrator; any accumulated payroll deductions in a Participant’s Account that
are not sufficient to purchase a whole share will be retained in the Participant’s Account for the subsequent Option Period,
subject to earlier withdrawal by the Participant as provided in Section 13 hereof.
(b)
Return of Account Balance. Except as provided
in Section 10(a) above with respect to fractional shares, any accumulated amount of payroll deductions in a Participant’s
Account for an Option Period that are not used for the purchase of shares of Stock, whether because of the Participant’s withdrawal
from participation in an Option Period or for any other reason, will be returned to the Participant (or his or her designated beneficiary
or legal representative, as applicable), without interest, as soon as administratively practicable after such withdrawal or other event,
as applicable. If the Participant’s accumulated payroll deductions on the Exercise Date of an Option Period would otherwise enable
the Participant to purchase shares of Stock in excess of the Maximum Share Limit or the maximum Fair Market Value set forth in Section 6
of the Plan, the excess of the amount of the accumulated payroll deductions over the aggregate Purchase Price of the shares of Stock actually
purchased will be returned to the Participant, without interest, as soon as administratively practicable after such Exercise Date.
No interest will accrue or
be payable on any amount held in the Account of any Participant.
Payroll deductions will be
made on an after-tax basis. The Administrator will have the right to make such provision as it deems necessary for, and may condition
the exercise of an Option on, the satisfaction of its obligations to withhold federal, state, local income or other taxes incurred by
reason of the purchase or disposition of shares of Stock under the Plan. In the Administrator’s discretion and subject to applicable
law, such tax obligations may be satisfied in whole or in part by delivery of shares of Stock to the Company, including shares of Stock
purchased under the Plan, valued at Fair Market Value, but not in excess of the maximum withholding amount consistent with the award being
subject to equity accounting treatment under the Accounting Rules.
| 13. | Cancellation and Withdrawal |
A Participant who has
been granted an Option under the Plan may cancel all (but not less than all) of such Option and terminate his or her participation
in the Plan by notice to the Administrator in accordance with the procedures prescribed by, and in a form acceptable to, the
Administrator. To be effective with respect to an upcoming Exercise Date, such cancellation notice must be delivered not later than
fourteen (14) calendar days prior to such Exercise Date (or such other time as specified by the Administrator). Upon such
termination and cancellation, the balance in the Participant’s Account will be returned to the Participant, without interest,
as soon as administratively practicable thereafter. For the avoidance of doubt, a Participant who reduces his or her withholding
rate for a future Option Period to zero percent (0%) pursuant to Section 7 of the Plan will be deemed to have terminated
his or her payroll deduction authorization and canceled his or her participation in the Plan as to such Option Period and all future
Option Periods, unless the Participant delivers a new payroll deduction authorization for a subsequent Option Period in accordance
with the rules of Section 7(b) of the Plan.
| 14. | Termination of Employment; Death of Participant |
Upon the termination of a
Participant’s employment with the Company or a Designated Subsidiary, as applicable, for any reason (including the death of a Participant
during an Option Period prior to an Exercise Date) or in the event the Participant ceases to qualify as an Eligible Employee, the Participant
will cease to be a Participant, any Option held by the Participant under the Plan will be canceled, the balance in the Participant’s
Account will be returned to the Participant (or his or her estate or designated beneficiary in the event of the Participant’s death),
without interest, as soon as administratively practicable thereafter, and the Participant will have no further rights under the Plan.
| 15. | Equal Rights; Participant’s Rights Not Transferable |
All Participants granted Options
in an offering under the Plan will have the same rights and privileges, consistent with the requirements set forth in Section 423.
Any Option granted under the Plan will be exercisable during the Participant’s lifetime only by him or her and may not be sold,
pledged, assigned, or transferred in any manner. In the event any Participant violates or attempts to violate the terms of this Section 15,
as determined by the Administrator in its sole discretion, any Options granted to the Participant under the Plan may be terminated by
the Company and, upon the return to the Participant of the balance of his or her Account, without interest, all of the Participant’s
rights under the Plan will terminate.
| 16. | Change in Capitalization; Corporate Transaction |
(a)
Change in Capitalization. In the
event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change
in the Company’s capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the
Administrator shall make appropriate adjustments to the aggregate number and type of shares of stock available under the Plan, the
number and type of shares of stock granted under any outstanding Options, the maximum number and type of shares of stock purchasable
under any outstanding Option, and/or the Purchase Price under any outstanding Option, in any case, in a manner that complies with
Section 423.
(b)
Corporate Transaction. In the event of a sale
of all or substantially all of the Stock or a sale of all or substantially all of the assets of the Company, or a merger or similar transaction
in which the Company is not the surviving corporation or that results in the acquisition of the Company by another person, the Administrator
may, in its discretion, (i) if the Company is merged with or acquired by another corporation, provide that each outstanding Option
will be assumed or exchanged for a substitute Option granted by the acquiror or successor corporation or by a parent or subsidiary of
the acquiror or successor corporation; (ii) cancel each outstanding Option and return the balances in Participants’ Accounts
to the Participants; and/or (iii) pursuant to Section 18 of the Plan, terminate the Option Period on or before the date
of the proposed sale, merger or similar transaction.
The Plan will be administered
by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer
and interpret the Plan; to determine eligibility under the Plan; to prescribe forms, rules and procedures relating to the Plan; and to
otherwise do all things necessary or desirable to carry out the purposes of the Plan. Determinations of the Administrator made with respect
to the Plan are conclusive and bind all persons.
The Administrator may specify
the manner in which the Company and/or Employees are to provide notices and forms under the Plan, and may require that such notices and
forms be submitted electronically.
| 18. | Amendment and Termination of Plan |
(a)
Amendment. The Administrator reserves the right
at any time or times to amend the Plan to any extent and in any manner it may deem advisable; provided, however, that any
amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved
by the shareholders of the Company within twelve (12) months before or after its adoption.
(b)
Termination. The Administrator reserves
the right at any time or times to suspend or terminate the Plan. In connection therewith, the Administrator may provide, in its sole discretion,
either that outstanding Options will be exercisable on the Exercise Date for the applicable Option Period or on such earlier date as the
Administrator may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or
that the balance of each Participant’s Account will be returned to the Participant, without interest.
Shareholder approval of the
Plan will be obtained prior to the date that is twelve (12) months after the date of Board approval. In the event that the Plan has not
been approved by the shareholders of the Company prior to October 1, 2025, all Options to purchase shares of Stock under the Plan will
be cancelled and become null and void.
Notwithstanding anything herein
to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required
of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements
of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect
from time to time.
| 20. | Participants’ Rights as Shareholders and Employees |
A Participant will have no
rights or privileges as a shareholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an
Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued
to the Participant.
Nothing contained in the provisions
of the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary
or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any
Employee from one position to another within the Company or any Designated Subsidiary at any time.
| 21. | Restrictions on Transfer; Information Regarding Disqualifying
Dispositions. |
(a)
Restrictions on Transfer. Shares of Stock purchased
under the Plan may, in the discretion of the Administrator, be subject to a restriction prohibiting the transfer, sale, pledge or alienation
or such shares of Stock by a Participant, other than by will or by the laws of descent and distribution, for such period following such
purchase as may be determined by the Administrator.
(b)
Disqualifying Dispositions. By electing to participate
in the Plan, each Participant agrees to provide such information about any transfer of Stock acquired under the Plan that occurs within
two (2) years after the first day of the Option Period in which such Stock was acquired and within one (1) year after the day such Stock
was purchased as may be requested by the Company or any Designated Subsidiary in order to assist it in complying with applicable tax laws.
(a)
Waiver of Jury Trial. By electing to participate
in the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law, any right
to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or with respect to any Option, or under
any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection
therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court
and not before a jury. By electing to participate in the Plan, each Participant certifies that no officer, representative, or attorney
of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim,
seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting
the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan or in respect of any Option
to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes to binding
arbitration as a condition of receiving an Option hereunder.
(b)
Limitation of Liability. Notwithstanding anything
to the contrary in the Plan, neither the Company, nor any of its subsidiaries, nor the Administrator, nor any person acting on behalf
of the Company, any of its subsidiaries, or the Administrator, will be liable to any Participant, to any permitted transferee, to the
estate or beneficiary of any Participant or any permitted transferee, or to any other person by reason of any acceleration of income,
any additional tax, or any penalty, interest or other liability asserted by reason of the failure of the Plan or any Option to satisfy
the requirements of Section 423, or otherwise asserted with respect to the Plan or any Option.
(c)
Unfunded Plan. The Company’s obligations
under the Plan are unfunded, and no Participant will have any right to specific assets of the Company in respect of any Option. Participants
will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.
| 23. | Establishment of Sub-Plans |
Notwithstanding the foregoing
or any provision of the Plan to the contrary, consistent with the requirements of Section 423, the Administrator may, in its sole
discretion, amend the terms of the Plan, or an offering and/or provide for separate offerings under the Plan in order to, among other
things, reflect the impact of local law outside of the United States as applied to one or more Eligible Employees of a Designated Subsidiary
and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.
(a)
Certain Requirements of Corporate Law. Options
and shares of Stock will be granted, issued and administered consistent with the requirements of applicable Delaware law relating to the
issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other
trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.
(b)
Other Matters. Except as otherwise provided by
the express terms of a sub-plan described in Section 23 or as provided in Section 24(a), the domestic substantive
laws of the Commonwealth of Massachusetts govern the provisions of the Plan and of Options under the Plan and all claims or disputes arising
out of or based upon the Plan or any Option or relating to the subject matter hereof or thereof without giving effect to any choice or
conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
(c)
Jurisdiction. By electing to participant in the
Plan, each Participant agrees or will be deemed to have agreed to (i) submit irrevocably and unconditionally to the jurisdiction
of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts
for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Option; (ii) not commence any
suit, action or other proceeding arising out of or based upon the Plan or any Option, except in the federal and state courts located within
the geographic boundaries of the United States District Court for the District of Massachusetts; and (iii) waive, and not assert,
by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally
to the jurisdiction of the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan
or any Option or the subject matter thereof may not be enforced in or by such court.
| 25. | Effective Date and Term |
The Plan will become
effective upon adoption of the Plan by the Board and no rights will be granted hereunder after the earliest to occur of (i) the
Plan’s termination by the Company; (ii) the issuance of all shares of Stock available for issuance under the Plan; and
(iii) the day before the ten- (10) year anniversary of the date the Board approves the Plan.
* * * *
EXHIBIT A
Definition of Terms
The following terms, when
used in the Plan, will have the meanings and be subject to the provisions set forth below:
“401(k) Plan”:
A savings plan qualifying under Section 401(k) of the Code that is sponsored by the Company or one of its Subsidiaries for the benefit
of its employees.
“Account”:
A notional payroll deduction account maintained in the Participant’s name on the books of the Company.
“Accounting Rules”:
Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.
“Administrator”:
The Compensation Committee of the Board, except that the Compensation Committee may delegate its authority under the Plan to a sub-committee
comprised of one or more of its members, to members of the Board, or to officers or employees of the Company to the extent permitted by
applicable law. In each case, references herein to the Administrator refer, as applicable, to such persons or groups so delegated to the
extent of such delegation.
“Board”:
The board of directors of the Company.
“Business Day”:
Any day on which the established national exchange or trading system (including the Nasdaq Global Market) on which the Stock is traded
is available and open for trading.
“Code”:
The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect,
including any applicable regulations and guidance thereunder.
“Company”:
CAMP4 Therapeutics Corporation, a Delaware corporation.
“Designated Subsidiary”:
A Subsidiary of the Company that has been designated by the Board or the Compensation Committee of the Board from time to time as eligible
to participate in the Plan. For the avoidance of doubt, any Subsidiary of the Company, whether or not a Subsidiary on the Effective Date,
shall be eligible to be designated as a Designated Subsidiary hereunder.
“Effective Date”:
The date set forth in Section 25 of the Plan.
“Eligible
Compensation”: Regular base salary, regular base wages, overtime payments, annual bonuses, commissions and sales
incentives (excluding, for the avoidance of doubt, any long-term or equity-based incentive payments or awards). Eligible
Compensation will not be reduced by any income or employment tax withholdings or any contributions by the Employee to a 401(k) Plan
or a plan under Section 125 of the Code, but will be reduced by any contributions made on the Employee’s behalf by the
Company or any Subsidiary to any deferred compensation plan or welfare benefit program now or hereafter established.
“Eligible Employee”:
Any Employee who meets the eligibility requirements set forth in Section 4 of the Plan.
“Employee”:
Any person who is employed by the Company or a Designated Subsidiary. For the avoidance of doubt, independent contractors and consultants
are not “Employees”.
“Exercise Date”:
The date set forth in Section 5 of the Plan or otherwise designated by the Administrator with respect to a particular Option
Period on which a Participant will be deemed to have exercised the Option granted to him or her for such Option Period.
“Fair Market Value”:
(i) If
the Stock is readily traded on an established national exchange or trading system (including the Nasdaq Global Market), the closing price
of a share of Stock as reported by the principal exchange on which such Stock is traded; provided, however, that if such
day is not a trading day, Fair Market Value will mean the reported closing price of a share of Stock for the immediately preceding day
that is a trading day.
(ii) If
the Stock is not traded on an established national exchange or trading system, the average of the bid and ask prices for shares of Stock
where the bid and ask prices are quoted.
(iii) If
the Stock cannot be valued pursuant to clauses (i) or (ii), the value as determined in good faith by the Board in its sole discretion.
“Maximum Share Limit”:
The meaning set forth in Section 10 of the Plan.
“Option”:
An option granted pursuant to the Plan entitling the holder to acquire shares of Stock upon payment of the Purchase Price per share of
Stock.
“Option Period”:
An offering period established in accordance with Section 5 of the Plan.
“Parent”:
A “parent corporation” as defined in Section 424(e) of the Code.
“Participant”:
An Eligible Employee who elects to participate in an Option Period under the Plan.
“Plan”:
The CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan, as from time to time amended and in effect.
“Purchase Price”:
The price per share of Stock with respect to an Option Period determined in accordance with Section 9 of the Plan.
“Section 423”:
Section 423 of the Code and the regulations thereunder.
“Stock”:
Common stock of the Company, par value $0.0001 per share.
“Subsidiary”:
A “subsidiary corporation” as defined in Section 424(f) of the Code.
Exhibit 5.1
October 16, 2024
CAMP4 Therapeutics Corporation
One Kendall Square, Building 1400 West, 3rd Floor
Cambridge, Massachusetts 02139
Ladies and Gentlemen:
This opinion letter is furnished to you in connection
with the registration statement on Form S-8 (the “Registration Statement”), filed by CAMP4 Therapeutics Corporation,
a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), for the registration of 4,435,812 shares of Common Stock, $0.0001 par
value per share, of the Company (the “Shares”). The Shares are issuable under the Company’s Amended and Restated
2016 Stock Option and Grant Plan, 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan (each, a “Plan”
and collectively, the “Plans”).
We are familiar with the actions taken by the Company
in connection with the adoption of the Plans. We have examined such certificates, documents and records and have made such investigation
of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting
such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and
other appropriate persons.
The opinions expressed below are limited to the
Delaware General Corporation Law.
Based upon and subject to the foregoing, we are
of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of
the applicable Plan, the Shares will be validly issued, fully paid and nonassessable.
CAMP4 Therapeutics Corporation
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
|
Very truly yours, |
| |
|
| |
/s/ Ropes & Gray LLP |
| |
|
| |
Ropes & Gray LLP |
Exhibit 23.1
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the CAMP4 Therapeutics Corporation Amended and Restated 2016 Stock Option and Grant Plan, CAMP4 Therapeutics
Corporation 2024 Equity Incentive Plan, and CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan of our report dated June
14, 2024, except for Note 15(a) as to which the date is September 26, 2024, and Note 15(b), as to which the date is October 7, 2024, with
respect to the consolidated financial statements of CAMP4 Therapeutics Corporation included in the Registration Statement (Form S-1 No.
333-282241) and related Prospectus of CAMP4 Therapeutics Corporation filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
October 16, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
CAMP4 Therapeutics Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| |
|
|
|
|
|
|
|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
| Equity |
CAMP4 Therapeutics Corporation Amended and Restated 2016 Stock Option and Grant Plan – Common Stock, $0.0001 par value per share |
Other - 457(c) and 457(h) |
2,078,470 shares(2) |
$7.80(3) |
$16,212,066.00 |
0.0001531 |
$2,483 |
| Equity |
CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan – Common Stock, $0.0001 par value per share |
Other - 457(c) and 457(h) |
2,143,039 shares(4) |
$10.88(5) |
$23,316,264.32 |
0.0001531 |
$3,570 |
| Equity |
CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan – Common Stock, $0.0001 par value per share |
Other - 457(c) and 457(h) |
214,303
shares(6) |
$10.88 (5) |
$2,331,616.64 |
0.0001531 |
$357 |
| Total Offering Amounts |
$41,859,946.96 |
|
$6,410 |
| Total Fee Offsets |
|
|
|
| Net Fee Due |
|
|
$6,410 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Act”) this Registration
Statement also covers such additional shares of common stock, par value $0.0001 per share (“Common Stock”) as may be issued
to prevent dilution from stock splits, stock dividends, recapitalization and other similar transactions. |
| (2) | Represents shares of Common Stock issuable upon exercise or settlement of awards previously granted under
the CAMP4 Therapeutics Corporation Amended and Restated 2016 Stock Option and Grant Plan (the “2016 Plan”) that are outstanding
as of the date of this Registration Statement. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the
Act. For the shares of Common Stock reserved for issuance upon the exercise of outstanding awards under the 2016 Plan, the Proposed Maximum Offering
Price Per Share is $7.80 per share, which is the weighted average exercise price (rounded to the nearest cent) of the outstanding awards
under the 2016 Plan. |
| (4) | Represents shares of Common Stock reserved for issuance upon exercise of options or in respect of other
awards under the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (the “2024 Plan”) (inclusive of shares of Common
Stock that may again become issuable with respect to awards under the 2024 Plan pursuant to the share counting, share recycling and other
terms and conditions of the 2024 Plan). The 2024 Plan includes an “evergreen” provision, which provides that on
January 1st of each year during the term of the 2024 Plan beginning in 2025, the number of shares of Common Stock available
for issuance under the 2024 Plan will automatically increase in an amount equal to the lesser of (A) five percent of the number of shares
of Common Stock outstanding as of the immediately preceding December 31st and (B) the number of shares of Common Stock determined
by the board of directors of the Registrant on or prior to such date for such year. |
| (5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under
the Act based on the average of the high and low prices of the registrant’s Common Stock as reported on the Nasdaq Global Market
on October 11, 2024 to be $11.50 and $10.25, respectively. |
| (6) | Represents shares of Common Stock reserved for issuance under the
CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan (the “ESPP”), along with shares of Common Stock that
may again become available for delivery with respect to awards under the ESPP pursuant to the share counting, share recycling and other
terms and conditions of the ESPP. The ESPP includes an “evergreen” provision, which
provides that on January 1st of each year during the term of the ESPP beginning in 2025, the number of shares of Common Stock
available for issuance under the ESPP will automatically increase in an amount equal to the lesser of (A) one percent of the number of
shares of Common Stock outstanding as of the immediately preceding December 31st and (B) the number of shares of Common Stock
determined by the board of directors of the Registrant on or prior to such date for such year, up to a maximum of 2,357,343 shares in
the aggregate. |
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