Form of Capped Value Appreciation Right Award Grant Notice under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan

The Participant has been granted an award of Capped Value Appreciation Rights (“CVARs”) in accordance with the terms of this Grant Notice, the Capped Value Appreciation Right Award Agreement attached hereto as Attachment A (such Grant Notice and Award Agreement, collectively, this “Agreement”) and the Plan. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

A CVAR is an unfunded and unsecured conditional obligation of the Company that represents the right to receive the CVAR Amount (defined below), if any, applicable to the Participant’s award of CVARs, subject to the terms and conditions of this Agreement and those of the Plan. A CVAR is an Other Stock Award for purposes of the Plan.

The CVARs will vest on the first date that both of the “Service Requirement” and the “Liquidity Event Requirement” have been satisfied (together, the “Vesting Requirements”). The portion of the CVARs that have satisfied both of the Vesting Requirements in accordance with this Agreement as of any relevant date of determination are referred to as the “Vested CVARs”.

The Service Requirement applicable to the CVARs will be satisfied as follows, subject to the Participant’s Continuous Service through each of the dates set forth below (each a “Service Vesting Date”):

•   25% of the CVARs will satisfy the Service Requirement on the first-anniversary of the Vesting Commencement Date; and

•     following the first-anniversary of the Vesting Commencement Date, the remaining portion of the CVARs will thereafter satisfy the Service Requirement in 36 equal monthly installments.

The Liquidity Event Requirement applicable to the CVARs will be satisfied upon the first occurrence of either (i) a Change in Control or (ii) a Public Listing (as defined below), in either case prior to the Expiration Date (the date such Change in Control or Public Listing occurs, the “Liquidity Event Date”).  For the avoidance of doubt, if the Liquidity Event Date does not occur on or before the Expiration Date, the Liquidity Event Requirement will not be deemed satisfied and no portion of the CVARs will be deemed Vested CVARs. In such case, all of the CVARs will be immediately forfeited as of the Expiration Date without the payment of any consideration.

For purposes of this Agreement, a “Public Listing” means the earliest to occur of (i) any underwritten public offering of equity securities of the Company pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission or, at the discretion of the Board, in compliance with the applicable requirements of an internationally-recognized foreign securities exchange, (ii) at the discretion of the Board, the direct listing of the Company’s equity securities on a national or internationally-recognized securities exchange, provided that in any such approval the Board may set forth criteria which must be met in order for such direct listing to qualify as a “Public Listing” for purposes of this Agreement with the goal of ensuring that such direct listing is reasonably expected to provide holders of the Company’s equity securities with a sufficiently liquid trading market for the Company’s equity securities, including without limitation, setting a minimum listing price or VWAP following the listing, or minimum volume requirements, (iii) the closing of an acquisition, purchase, merger or combination of the Company immediately following which the equity securities of the Company (or its successor by merger or combination) is listed or quoted for trading on a national securities exchange or, in the discretion of the Board, an internationally-recognized foreign securities exchange, or (iv) in the discretion of the Board, the closing of an acquisition, purchase, merger or combination of the Company immediately following which the Company is wholly-owned by an entity whose equity securities are listed or quoted for trading on a national securities exchange or a foreign securities exchange.

[Subject to the Knock-in Condition below,] upon the first occurrence of a Liquidity Event, with respect to any CVARs that have satisfied the Service Requirements on or before the Liquidity Payment Date (as defined below) (such CVARs, the “Liquidity Vested CVARs”), the Participant will receive an aggregate amount equal to the product of (i) the number of the Liquidity Vested CVARs held by the Participant multiplied by (ii) the excess of (a) the Fair Market Value of a Common Share as of the Liquidity Payment Date (up to a maximum of $[●] per Common Share) over (b) the applicable Hurdle Price (the “Liquidity CVAR Amount”), and the Liquidity Vested CVARs will be cancelled in exchange for payment of the Liquidity CVAR Amount. For the avoidance of doubt, in no event will the Fair Market Value of a Common Share used to determine the Liquidity CVAR Amount, if any, be greater than $[●] per Common Share.

•     The Liquidity CVAR Amount payable in respect of the Liquidity Vested CVARs will be settled and paid out automatically on the earlier of (i) the 6-month anniversary of the Liquidity Event Date and (ii) the date that is 2 ½ months after the end of the fiscal year in which the Liquidity Event Date occurs (such date, the “Liquidity Payment Date”).

•     For the avoidance of doubt, if, as of the Liquidity Payment Date applicable to any Liquidity Vested CVARs, the Fair Market Value of a Common Share is equal to or less than the Hurdle Price, such Liquidity Vested CVARs shall not qualify as Vested CVARs and will be cancelled as of the Liquidity Payment Date for no consideration.

[Subject to the Knock-in Condition below,] if the Liquidity Payment Date occurs prior to the final Service Vesting Date applicable to the CVARs, then, with respect to any of the CVARs that have not yet satisfied the Service Requirements as of the Liquidity Payment Date, to the extent that the Participant subsequently satisfies the applicable Service Requirements (i.e., because the Participant remains in Continuous Service through the applicable Service Vesting Date), as of each applicable Subsequent Payment Date (as defined below), the Participant will receive an amount equal to the product of (i) the number of such CVARs held by the Participant that became Vested CVARs on the applicable Service Vesting Date (the “Subsequent Vested CVARs”) multiplied by (ii) the excess of (a) the Fair Market Value of a Common Share on the applicable Service Vesting Date (up to a maximum of $[●] per Common Share) over (b) the applicable Hurdle Price (the “Subsequent CVAR Amount” and, together with the Liquidity CVAR Amount, the “CVAR Amount”), and the Subsequent Vested CVARs will be cancelled in exchange for payment of the Subsequent CVAR Amount. For the avoidance of doubt, in no event will the Fair Market Value of a Common Share used to determine the Subsequent CVAR Amount, if any, be greater than $[●] per Common Share.

•     The Subsequent CVAR Amount payable in respect of the Subsequent Vested CVARs will be settled and paid out automatically within [●] days following the applicable Service Vesting Date of such Subsequent Vested CVARs, provided that if such [●]-day period includes days in two calendar years, such CVAR Amount will be paid in the second of the two calendar years; provided further that with respect to any Subsequent Vested CVAR that becomes vested between the Liquidity Event Date and the Liquidity Payment Date, the applicable CVAR Amount will not be payable prior to the Liquidity Payment Date (the “Subsequent Payment Date”).

•      For the avoidance of doubt, if, as of any Service Vesting Date applicable to any Subsequent Vested CVAR, the Fair Market Value of a Common Share is equal to or less than the Hurdle Price, such Subsequent Vested CVARs shall not qualify as Vested CVARs and will be cancelled as of the applicable Service Vesting Date for no consideration.

For purposes of this Agreement, the “Payment Date” means the date the CVARs are settled and paid to the Participant in accordance with the terms of this Agreement.

Liquidity Vested CVARs will not be entitled to receive any Liquidity CVAR Amount if the Fair Market Value of a Common Share is less than $[●] per Common Share as of the Liquidity Payment Date, and Subsequent Vested CVARs will not be entitled to receive any Subsequent CVAR Amount if the Fair Market Value of a Common Share as of the Service Vesting Date applicable to such Subsequent Vested CVARs is less than $[●] per Common Share (attainment of a Fair Market Value equal to or greater than $[●] per Common Share as of the relevant date, the “Knock-in Condition”).

Instead, any Liquidity Vested CVARs that, as of the Liquidity Payment Date, have satisfied the Hurdle Price but have not satisfied the Knock-in Condition, and any Subsequent Vested CVARs that, as of their applicable Service Vesting Date, have satisfied the Hurdle Price but have not satisfied the Knock-in Condition, will remain outstanding and will only be settled if, on any Measurement Date (as defined below) that occurs after the Liquidity Payment Date or the applicable Service Vesting Date, respectively, the Knock-in Condition is satisfied. Upon the applicable Vested CVARs satisfying the Knock-in Condition as of a Measurement Date, such applicable Vested CVARs will be settled and paid out to the Participant within [●] days after such Measurement Date, with the CVAR Amount applicable to such Vested CVARs calculated based on the Fair Market Value of a Common Share on such applicable Measurement Date.

For the avoidance of doubt, (i) the Participant is not required to remain in Continuous Service through the Measurement Date on which the Knock-in Condition is satisfied in order to receive a CVAR Payment in respect of the Participant’s Vested CVARs and (ii) if the Knock-in Condition is not satisfied for any CVARs on or before the Expiration Date, the CVARs will be cancelled on the Expiration Date for no consideration.

For purposes of this Agreement the “Measurement Date” means the [●] day of each calendar month that occurs after the Liquidity Payment Date and before the Expiration Date.

The CVAR Amount payable in respect of the Vested CVARs will be paid to the Participant in the form of Common Shares (such Common Shares, the “CVAR Shares”), with the number of such CVAR Shares to be determined by dividing (i) the applicable CVAR Amount by (ii) the Fair Market Value of a Common Share on the applicable Payment Date (with any fractional CVAR Shares paid to the Participant in the form of cash).

Any CVARs for which the Liquidity Event Date has not occurred as of the Expiration Date will be cancelled without consideration as of the Expiration Date.

The Participant acknowledges receipt of, and understands and agrees to, this Agreement and the Plan. The Participant acknowledges and agrees that this Agreement may not be modified, amended or revised, except as provided in the Plan. By accepting this award of CVARs, the Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.