Common use of Vesting Acceleration Clause in Contracts

Vesting Acceleration. (i) In the event that the Company is subject to a Change of Control (as defined below), any then-outstanding stock awards provided to you in connection with your employment relationship with the Company Group and not in any other status (the “Awards”) will be subject to accelerated vesting such that one hundred percent (100%) of the total unvested shares subject to such Awards (if any) will vest, notwithstanding any cliff vesting or similar requirements, effective as of the effective date of the consummation of the Change of Control; provided however that any Awards that vest based on the achievement of performance criteria shall vest in accordance with the Change of Control provisions in the award agreements applicable to such Awards, if any, and if there are no such Change in Control provisions in any such award agreements, such Awards shall fully vest on the date of such termination (the “Full Acceleration”). PRONAI THERAPEUTICS, INC. OFFER LETTER - 2 (ii) In addition, notwithstanding anything to the contrary in the foregoing: (1) in the event that your employment is terminated without Cause by the Company within sixty (60) days prior to the consummation of a Change of Control, any stock awards that are outstanding on the date of your termination shall remain outstanding and shall be subject to Full Acceleration upon the consummation of such Change of Control (and if such Change of Control is not consummated within sixty (60) days following your termination date, such stock awards shall terminate on the sixtieth (60th) day following your termination of employment, subject to Section 3(a)(ii)(2) below), provided that you first meet the Release Requirements for Full Acceleration. (2) in the event that at any time your employment with the Company is terminated without Cause or you resign from the Company for Good Reason (both, as defined below), then any stock awards that would otherwise vest over the following twelve (12) month period following such termination of employment notwithstanding such termination, will be subject to accelerated vesting and vest in full as of the date of such termination of employment (the “Partial Acceleration”), provided that you first meet the Release Requirements. (iii) Notwithstanding the foregoing, in order to be eligible for the Full Acceleration or the Partial Acceleration, you must first meet the Release Requirements as set forth in Section 8.

Vesting Acceleration. In the event of any Corporate Transaction (so long as Consultant continues to be a Service Provider to the Company immediately prior to such Corporate Transaction), the following shall occur: (i) In if the event that First Milestone shall have occurred prior to the Company is subject to a Change of Control (as defined below)Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, any thenthen vesting for seventy-outstanding stock awards provided to you in connection with your employment relationship with the Company Group and not in any other status (the “Awards”) will be subject to accelerated vesting such that one hundred five percent (10075%) of the total then unvested shares subject First Milestone Shares shall accelerate as of immediately prior to such Awards Corporate Transaction (if anysuch that the Repurchase Right shall automatically terminate as to such First Milestone Shares) will and the remaining First Milestone Shares shall vest, notwithstanding any cliff vesting so long as Consultant continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or similar requirements, effective as of (y) the effective date of the consummation of the Change of Control; provided however that any Awards that vest based time otherwise remaining on the achievement of performance criteria shall vest in accordance with the Change of Control provisions in the award agreements applicable to such Awards, if any, and if there are no such Change in Control provisions in any such award agreements, such Awards shall fully vest on the date of such termination (the “Full Acceleration”). PRONAI THERAPEUTICS, INC. OFFER LETTER - 2 original vesting schedule; (ii) In addition, notwithstanding anything to if the contrary in the foregoing: (1) in the event that your employment is terminated without Cause by the Company within sixty (60) days Second Milestone shall have occurred prior to the consummation Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Second Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Second Milestone Shares) and the remaining Second Milestone Shares shall vest, so long as Consultant continues to be a Change Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of Control, any stock awards that are outstanding (x) six (6) months or (y) the time otherwise remaining on the date of your termination shall remain outstanding and shall be subject to Full Acceleration upon the consummation of such Change of Control (and if such Change of Control is not consummated within sixty (60) days following your termination date, such stock awards shall terminate on the sixtieth (60th) day following your termination of employment, subject to Section 3(a)(ii)(2) below), provided that you first meet the Release Requirements for Full Acceleration. (2) in the event that at any time your employment with the Company is terminated without Cause or you resign from the Company for Good Reason (both, as defined below), then any stock awards that would otherwise vest over the following twelve (12) month period following such termination of employment notwithstanding such termination, will be subject to accelerated original vesting and vest in full as of the date of such termination of employment (the “Partial Acceleration”), provided that you first meet the Release Requirements. schedule; (iii) Notwithstanding if the foregoingThird Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Third Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Third Milestone Shares) and the remaining Third Milestone Shares shall vest, so long as Consultant continues to be a Service Provider to the Company, in order equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; (iv) if the Fourth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Fourth Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Fourth Milestone Shares) and the remaining Fourth Milestone Shares shall vest, so long as Consultant continues to be eligible a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; (v) if the Fifth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the Full Acceleration then unvested Fifth Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Fifth Milestone Shares) and the remaining Fifth Milestone Shares shall vest, so long as Consultant continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the Partial Accelerationtime otherwise remaining on the original vesting schedule; (vi) if the Sixth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, you must first meet then vesting for seventy-five percent (75%) of the Release Requirements then unvested Sixth Milestone Shares shall accelerate as set forth of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Sixth Milestone Shares) and the remaining Sixth Milestone Shares shall vest, so long as Consultant continues to be a Service Provider to the Company, in Section 8.equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; and (vii) if the Seventh Milestone Determination shall have been made prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Seventh Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Seventh Milestone Shares) and the remaining Seventh Milestone Shares shall vest, so long as Consultant continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule. For purposes of the foregoing paragraph:

Vesting Acceleration. In the event of any Corporate Transaction (so long as DISA continues to be a Service Provider to the Company immediately prior to such Corporate Transaction), the following shall occur: (i) In if the event that First Milestone shall have occurred prior to the Company is subject to a Change of Control (as defined below)Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, any thenthen vesting for seventy-outstanding stock awards provided to you in connection with your employment relationship with the Company Group and not in any other status (the “Awards”) will be subject to accelerated vesting such that one hundred five percent (10075%) of the total then unvested shares subject First Milestone Shares shall accelerate as of immediately prior to such Awards Corporate Transaction (if anysuch that the Repurchase Right shall automatically terminate as to such First Milestone Shares) will and the remaining First Milestone Shares shall vest, notwithstanding any cliff vesting so long as DISA continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or similar requirements, effective as of (y) the effective date of the consummation of the Change of Control; provided however that any Awards that vest based time otherwise remaining on the achievement of performance criteria shall vest in accordance with the Change of Control provisions in the award agreements applicable to such Awards, if any, and if there are no such Change in Control provisions in any such award agreements, such Awards shall fully vest on the date of such termination (the “Full Acceleration”). PRONAI THERAPEUTICS, INC. OFFER LETTER - 2 original vesting schedule; (ii) In addition, notwithstanding anything to if the contrary in the foregoing: (1) in the event that your employment is terminated without Cause by the Company within sixty (60) days Second Milestone shall have occurred prior to the consummation Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Second Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Second Milestone Shares) and the remaining Second Milestone Shares shall vest, so long as DISA continues to be a Change Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of Control, any stock awards that are outstanding (x) six (6) months or (y) the time otherwise remaining on the date of your termination shall remain outstanding and shall be subject to Full Acceleration upon the consummation of such Change of Control (and if such Change of Control is not consummated within sixty (60) days following your termination date, such stock awards shall terminate on the sixtieth (60th) day following your termination of employment, subject to Section 3(a)(ii)(2) below), provided that you first meet the Release Requirements for Full Acceleration. (2) in the event that at any time your employment with the Company is terminated without Cause or you resign from the Company for Good Reason (both, as defined below), then any stock awards that would otherwise vest over the following twelve (12) month period following such termination of employment notwithstanding such termination, will be subject to accelerated original vesting and vest in full as of the date of such termination of employment (the “Partial Acceleration”), provided that you first meet the Release Requirements. schedule; (iii) Notwithstanding if the foregoingThird Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Third Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Third Milestone Shares) and the remaining Third Milestone Shares shall vest, so long as DISA continues to be a Service Provider to the Company, in order equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; (iv) if the Fourth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Fourth Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Fourth Milestone Shares) and the remaining Fourth Milestone Shares shall vest, so long as DISA continues to be eligible a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; (v) if the Fifth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the Full Acceleration then unvested Fifth Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Fifth Milestone Shares) and the remaining Fifth Milestone Shares shall vest, so long as DISA continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the Partial Accelerationtime otherwise remaining on the original vesting schedule; (vi) if the Sixth Milestone shall have occurred prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, you must first meet then vesting for seventy-five percent (75%) of the Release Requirements then unvested Sixth Milestone Shares shall accelerate as set forth of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Sixth Milestone Shares) and the remaining Sixth Milestone Shares shall vest, so long as DISA continues to be a Service Provider to the Company, in Section 8.equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule; and (vii) if the Seventh Milestone Determination shall have been made prior to the Corporate Transaction or if the Corporate Transaction results in at least the Threshold Return, then vesting for seventy-five percent (75%) of the then unvested Seventh Milestone Shares shall accelerate as of immediately prior to such Corporate Transaction (such that the Repurchase Right shall automatically terminate as to such Seventh Milestone Shares) and the remaining Seventh Milestone Shares shall vest, so long as DISA continues to be a Service Provider to the Company, in equal monthly portions over a remainder period that is the lesser of (x) six (6) months or (y) the time otherwise remaining on the original vesting schedule. For purposes of the foregoing paragraph:

Vesting Acceleration. (i1) In the event that the Company is subject to Should a Change in Control occur during your period of Continuous Service, then effective immediately upon the closing of a Change in Control (as defined below)of the Company, any then-outstanding stock awards provided to you in connection with your employment relationship with the Company Group and not in any other status (the “Awards”) will be subject to accelerated vesting such that one hundred fifty percent (10050%) of the total then unvested shares subject RSUs will vest immediately prior to such Awards (if any) will vest, notwithstanding any cliff vesting or similar requirements, effective as of the effective date of the consummation of the Change in Control. Thereafter, the balance of Control; provided however that any Awards that vest based on the achievement of performance criteria unvested RSUs shall vest in accordance with six (6) equal monthly installments over the six-month period immediately following the closing of the Change in Control. The shares of Control provisions Common Stock subject to the vested RSUs will be issued promptly to you pursuant to Section 3 (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Company in the award agreements applicable to such Awards, if any, and if there are no such Change in Control provisions in any such award agreements, such Awards shall fully vest on the date of such termination (the “Full Acceleration”Control). PRONAI THERAPEUTICS, INC. OFFER LETTER - 2 (ii) In addition, notwithstanding anything to the contrary in the foregoing: (1) in the event that your employment is terminated without Cause by the Company within sixty (60) days prior to the consummation of a Change of Control, any stock awards that are outstanding on the date of your termination shall remain outstanding and shall be subject to Full Acceleration upon the consummation of such Change of Control (and if such Change of Control is not consummated within sixty (60) days following your termination date, such stock awards shall terminate on the sixtieth (60th) day following your termination of employment, subject to the Company’s collection of all applicable federal and state withholding taxes pursuant to Section 3(a)(ii)(2) below), provided that you first meet the Release Requirements for Full Acceleration10. (2) Should your Continuous Service be terminated without Cause, contingent upon your delivery to the Company of a fully effective Release and Waiver as provided in [Section 3(e)] of your Executive Employment agreement dated [ , ] (“Employment Agreement”), the vesting of the unvested RSUs shall accelerate such that the number of RSUs shall be vested that would have otherwise vested if you had continued to be employed by the Company for a period of [six (6)] [twelve (12)] [eighteen (18)] months following the termination of your Continuous Service (subject to the additional accelerated vesting provided in Section 2(b)(3) below in the event that at any time your employment with Continuous Service is terminated by the Company is without Cause or you terminate your Continuous Service for Good Reason within ninety (90) days prior to or within thirteen (13) months following the effective date of a Change in Control of the Company). (3) Should your Continuous Service be terminated without Cause or you resign from the Company terminate your Continuous Service for Good Reason within ninety (both90) days prior to or within thirteen (13) months following the effective date of a Change in Control of the Company, contingent upon your delivery to the Company of a fully effective Release and Waiver as defined belowprovided in [Section 3(e)] of your Employment Agreement, your unvested RSUs will immediately vest in full. The shares of Common Stock subject to the vested RSUs will be issued promptly to you pursuant to Section 3 (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Company in the Change in Control), then any stock awards that would otherwise vest over the following twelve (12) month period following such termination of employment notwithstanding such termination, will be subject to accelerated vesting the Company’s collection of all applicable federal and vest in full as of the date of such termination of employment (the “Partial Acceleration”), provided that you first meet the Release Requirementsstate withholding taxes pursuant to Section 10. (iii) Notwithstanding the foregoing, in order to be eligible for the Full Acceleration or the Partial Acceleration, you must first meet the Release Requirements as set forth in Section 8.