AMENDMENT TO OPTION AND EMPLOYMENT AGREEMENT
THIS AMENDMENT TO OPTION AND EMPLOYMENT AGREEMENT (this Amendment) is made and entered into as of January 28, 2020, by and between Histogen Inc., a Delaware corporation (the Company), and Richard W. Pascoe (the Participant).
WHEREAS, Participant and Company are parties to that certain Executive Employment Agreement, dated as of December 11, 2018 (the Employment Agreement), which provides, inter alia, that the Company issue to Participant a New Hire Option Award for 3,382,923 shares of common stock, par value $0.001 per share, of the Company (such stock, the Common Stock, and such shares, the Option Shares);
WHEREAS, the Company issued the New Hire Option Award to Participant pursuant to that certain Notice of Grant of Stock Option, dated January 24, 2019 (the NGSO), by and between the Company and Participant;
WHEREAS, the New Hire Option Award provides that forty percent (40%) of the Option Shares, or 1,353,169 Option Shares (the Liquidity Option Shares), vest immediately upon (a) the closing of an underwritten initial public offering of the Companys securities that is registered under the Securities Act of 1933, as amended, or (b) forty-five (45) days following a Change in Control (as such term is defined in the Histogen Inc. 2017 Stock Plan (the Plan));
WHEREAS, Section 3(c)(ii) of the Employment Agreement provides that, on the One Year Anniversary Date, subject to Participants continued employment with or service to the Company through such date, the Participant is entitled to receive an Additional Option Award to purchase a number of shares of Common Stock as is required such that Participants Option Awards, in the aggregate, represent five percent (5%) of the Companys Fully Diluted Capitalization as of such One Year Anniversary Date (the Anti-Dilution Provision);
WHEREAS, the Company anticipates entering into a certain Amendment and Plan of Merger and Reorganization, to be dated on or about the date hereof (the Merger Agreement), by and among the Company, Conatus Pharmaceuticals Inc. (Parent) and Chinook Merger Sub, Inc. (Merger Sub);
WHEREAS, upon the consummation of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub into the Company, with the Company as the surviving corporation (the Merger), the outstanding shares of the Company will be exchanged for newly issued shares of Parent Common Stock, which the parties anticipate will be listed on the Nasdaq Capital Market; and
WHEREAS, the parties desire to amend the terms for the vesting of the Liquidity Option Shares and to terminate the Anti-Dilation Provision in the event of the consummation of the Merger.