Employee Rights Under the Plan. No officer, Director, Employee or other person will have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant, and no officer, Director, Employee or other person will have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any action taken under the Plan will be construed as giving any Employee, Director or other person, any right to Continuous Service.

Shares Available Under the Plan. The maximum number of shares which the Company may issue under the Plan on and after the date of the 2022 annual meeting of shareholders of the Company is the sum of # the number of Shares which were available for issuance under the Plan as of the day immediately preceding the date of the 2022 annual meeting of shareholders of the Company, plus # 1,150,000 Shares; and the Company shall reserve and keep available for issuance under the Plan such maximum number of shares. In the event of an increase in the number of outstanding Shares by reason of a stock dividend, stock split or other change in capitalization of the Company, the number of Shares then remaining available for issuance under the Plan shall be increased proportionately.

Under the Joint Development Plan. During the Research Term, ONO shall undertake Research and Development activities assigned to it in accordance with the Joint Development Plan, with the objective of advancing each Collaboration Candidate to meet the Collaboration Candidate Selection Criteria, including ​ so that FATE may undertake further Research and Development activities in accordance with the Joint Development Plan with the objective of advancing Collaboration Candidate 2 to meet the Collaboration Candidate Selection Criteria, ​.

No Further Awards Under Prior Plan. No further awards shall be made under the Prior Plan after July 31, 2016.

No Further Awards Under Prior Plan. No further awards shall be made under the Prior Plan after July 31, 2016.

No Further Awards Under Prior Plan. No further awards shall be made under the Prior Plan after July 31, 2016.

Shares Under Awards. Of the Shares authorized for issuance under the Plan:

Plan Awards. Participants will earn 100% of their Target Award for achievement of Plan Goals. Participants’ actual awards will vary from their Target Awards if performance is above or below Plan Goals. Participants will receive no award if results fall short of certain minimum threshold levels. If performance results reach such minimum thresholds, Participants will earn 25% of their Target Award. Participants will receive up to a maximum of 200% of their Target Award if performance exceeds Plan Goals and reaches certain maximum performance levels. Between the Plan’s minimum threshold and maximum performance levels, Participants’ awards will increase or decrease from their Target Award amount in proportion to incremental achievement of Plan Goals.

Liability Under Plan. The duties and obligations of the Trustee shall be limited to those expressly set forth in this Agreement, notwithstanding any reference herein to the Plan. Notwithstanding any other provision of this Trust Agreement, the Trustee and its officers, directors and agents hereunder shall be indemnified and held harmless by the Employer and the Trust to the fullest extent permitted by law against any and all costs, damages, expenses and liabilities including, but not limited to, attorneys’ fees and disbursements reasonably incurred by or imposed upon it in connection with any claim made against it or in which it may be involved by reason of it being, or having been, a Trustee hereunder, to the extent such amounts are not caused by the Trustee’s breach of this Agreement, negligence, willful misconduct, lack of good faith, or to the extent satisfied by fiduciary liability insurance that may or may not be maintained by the Employer. If the Employer does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

. If a Change in Control shall have occurred, each person who is a Participant on the date of the Change in Control shall be entitled to the compensation and benefits provided in Section 7(b) upon the subsequent termination of the Participant’s employment, provided that such termination occurs prior to the second anniversary of the Change in Control, unless such termination is # because of the Participant’s death or disability (as determined under the Company’s Long Term Disability Plan in effect immediately prior to the Change in Control), # by the Company or its affiliate for Cause, or # by the Participant other than for Good Reason.