展品4.3

CAMP4治療 公司
2024年員工股票購買計劃

附件A根據參照納入的，定義了計劃中使用的術語，並規定了與這些術語相關的若干操作規則。

該計劃旨在使符合條件的員工能夠利用工資扣款購買計劃下的股票，並因此獲得公司的利益。該計劃旨在符合《法典》第423條的「員工股票購買計劃」的條件，豁免適用於法典第409A條的規定，因此要相應解釋。

根據計劃進行調整 第16節 根據計劃，根據計劃授予的期權行使購買的可供購買的股票總數將爲214,303股（“(B)(i) 作爲採用日期時的參考計劃發行的股票數量”）。初始股份池將在計劃期間的每年1月1日自動增加，從2025年開始，增加量爲（i）不超過截至前一年12月31日營業結束時現有的股票總數的1％和（ii）董事會確定的股票總數，直到當年的日期或之前的日期爲止，最多達到總計2,357,343股（初始股份池，如被增加，爲“股票池”）。根據計劃行使期權而交付的股票可以是授權但未發行的股票、庫存股或公司已獲取的以前發行的股票。如果根據計劃授予的任何期權到期或因任何原因終止而未被完全行使或因任何原因無法整體或部分行使，則此類期權的未購買股票將不會減少股票池，並可再次根據計劃購買。如果在行使日期上，根據計劃授予的期權的總股票數量超過當時在股票池中可用的股票數量，則管理員應以儘可能均勻和公平的方式按比例分配剩餘可在計劃下購買的股票，並確定爲公平的方式。在這種情況下，管理員將通知每位參與者此類減少及對參與者期權的影響，並可能根據需要降低參與者的工資扣款比率。

(a)               資格要求。在未追溯3.6以下條款的前提下，表格註冊不應被視爲需求註冊，如 第13節 計劃的第13節，以及在 第4(b)節, 第4(c)節和第6節根據計劃的規定，或者根據計劃的其他地方或任何子計劃中提供的內容 第23節在每個期權期的第一天至少連續被公司或指定子公司僱傭30日的每位員工（i）；其在一個日曆年中通常與公司或指定子公司僱傭時間超過5個月（ii）；每週通常工作20小時或更長時間（iii）；並且滿足計劃中規定的要求的員工，將被視爲符合資格的員工。

(b)              五分之一股東。如果員工在授予期權後，會擁有五分之五的股票持有（或根據《法典》第424（d）條的規定被視爲擁有）公司或其母公司或子公司的所有類別股票的總和中的五分之五或更多，則不得根據計劃向該員工授予期權。

(c)               其他要求管理員可能會針對尚未開始的選擇期間設立額外或其他的資格要求，或修改上述第四條（a）中規定的資格要求。 第4(a)節 與第423節的要求保持一致。

計劃通常將通過一系列獨立的產品推出來實施，這些產品通常稱爲“期權期間除非管理員另有規定，期權期限將是約六（6）個月的連續期間，分別從每年一月和七月的第一個業務日開始，預計在每年大約1月1日和7月1日左右開始，並在大約六個月後的六月底或十二月底結束，相應的是每年的最後一個業務日，預計在每年6月30日和12月31日左右結束。每個期權期限的最後一個業務日將是“...認股權行使日期。管理員可根據第423條的規定修改每個期權期的行權日期、開始日期、結束日期和期限。在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。，任何期權不得在授予日期後的二十七（27）個月內行使。

根據所載明的要求和限制 第4節和頁面。10 根據計劃和最大股票限額，在期權週期的第一天，每位參與者將自動獲得購買行權日股票期權的權利; 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。。 未根據公司及其母公司和子公司（如有）的所有其他僱員股票購買計劃的條款，爲計劃下的任何參與者授予允許該參與者購買公司股票的權利的期權，其價值按照每個日曆年，根據法規（Code）不超過25,000美元（或法規不時規定的最高限額）；在該期間內，任何授予給該參與者的期權在任何時候仍未到期，則根據法規423（b）（8）的規定。

(a)               工資扣除和參與授權。 要參加選擇期，符合條件的員工必須按照管理員規定的程序填寫並提交工資扣除和參與授權表格，並且必須符合管理員認可的形式，在這樣做的過程中，符合條件的員工將從該選擇期的第一天起成爲參與者。這樣的符合條件的員工將繼續成爲下一個選擇期的參與者，直到根據本文件規定終止其在計劃中的參與。此類工資扣除和參與授權必須在選擇期首日之前不遲於十四（14）個日曆日交付，或者由管理員指定的其他時間。

(b)              工資扣除授權在後續選項期間發生變化參與者的工資扣款授權將在後續選項期間繼續生效，除非參與者在後續選項期間第一天前不遲於十四（14）個日曆日前提交新的授權（或被管理員指定的其他時間），或者根據管理員的規定取消參與者的選擇 第13節指Pagar.me作爲不同類型客戶的金融基礎設施提供商的運營。第14節 計劃第五篇不做調整。

(c)              當前期權期間的工資扣款授權變更在一個選項期間內，參與者的工資扣款授權不得增加或減少，除非參與者可以根據其選項，取消其工資扣款授權。 第13節計劃的 規定。

(d)               代薪扣除百分比。每個薪資扣除授權將授權每個支付週期中員工的合格補償金為1%至15%之間的整個百分比。

(e)               薪資扣除賬戶所有薪資扣除款項按照此方式進行 第7條 所有轉入參與者賬戶的金額均不需要託管或與公司的一般資產分開。

參與者必須使用記入參與者賬戶的累積工資扣款支付計劃下購買的股票。

按照行使選擇權的每個行使日期發行的股票的購買價格將是每股股票的市價（根據第423條的規定，管理員可以指定更高的百分比），低於（i）該選擇權授予當天的股票的市價（即計劃的第6條）和（ii）該選擇權被認為行使當天股票的市價（即計劃的第10條，即行使日）的較低者。 計劃的第6條 計劃的第10條 計劃的第10條計劃的第10條（即行使日期）

(a)               股份購買根據所規定的限制條件 第6節 在計劃的規定下，對於每個期權期間，在適用的行權日期，每位參與者將被視爲行使其期權，並且會使用參與者帳戶中累積的工資抵按金來購買儘可能多的股票（向下取整到最接近整數股）以適用的購買價格購買； 第10節在每個期權期間內，對於適用的行權日期，每位參與者將被視爲已行使其期權，參與者帳戶中累積的工資扣除將用於購買該帳戶餘額所能購買的最大股份數量（向下取整至最接近的整數股數），該數量以適用的購買價格購買； 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。每次行使日期，參與者購買的股票不得超過5,000股，或者管理者根據第423節規定的較少數量購買（「最大股份限制」）。購買的股票將盡快以記賬形式存入參與者名下的記錄帳戶中。除非管理者另有規定，否則不會購買任何碎股以行使計劃下的期權；如果參與者帳戶中累積的工資扣款不足以購買整數股，則會保留在參與者帳戶中，以供後續期權期間使用，參與者可根據第13節規定提前提取。最大股份限制）。購買的股票將盡快以記賬形式存入參與者名下的記錄帳戶中。除非管理者另有規定，否則不會購買任何碎股以行使計劃下的期權；如果參與者帳戶中累積的工資扣款不足以購買整數股，則會保留在參與者帳戶中，以供後續期權期間使用，參與者可根據第13節規定提前提取。 第13節 「本協議」是指本《認股證購買協議》。

(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.

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.

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.

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.

(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.

(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.

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.

(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.

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.

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.

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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.