Chair and committee member retainers are in addition to retainers for members of the Board of Directors. No additional compensation will be paid for attending individual committee meetings of the Board of Directors.

Each member of the Board of Directors (the “Board”) of biote Corp. (the “Company”) who is a non-employee director of the Company or any of its subsidiaries (each, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for Board service upon and following November 3, 2022 (the “Effective Date”).

“TP Eligible Member”. An otherwise eligible Member who was accruing a benefit in [Appendix CB] of the Pension Plan for Eaton Corporation Employees or the Puerto Rico Cash Balance Version of the Pension Plan for Eaton Corporation Employees in Puerto Rico as of December 31, 2020.

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Syndax Pharmaceuticals, Inc. (the “Company”) or any of its subsidiaries will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy for his or her Board service. This policy may be amended at any time in the sole discretion of the Board.

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Tocagen Inc. (“Tocagen”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service on and following the date of the underwriting agreement between Tocagen and the underwriters managing the initial public offering of the common stock of Tocagen (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Non-employee members of the board of directors (the “Board”) of Precision BioSciences, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program, as amended from time to time (this “Program”). The cash compensation described in this Program shall be paid automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash compensation, unless such Non-Employee Director declines the receipt of such cash compensation by written notice to the Company. The equity compensation described in this Program shall be subject to further approval by the Board. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously granted to a Non-Employee Director.

Each member of the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) who is not also serving as an employee of ​ or any of its subsidiaries (each such member, a “Non- Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in ​’s 2020 Equity Incentive Plan or any successor equity incentive plan (the “Plan”).

“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.

Board Conflicts. The parties hereto acknowledge that the members of ​’ board of directors will owe fiduciary duties to ​ and its stockholders. The Board will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Board, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of ​, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Board, the Members and/or the stockholders of ​ in a manner that does not # disadvantage the Members of their interests relative to the stockholders of ​ or # advantage the stockholders of ​ relative to the Members or # treat the Members and the stockholders of ​ differently; provided that in the event of a conflict between the interests of the stockholders of ​ and the interests of the Members, such Members agree that the Board shall discharge its fiduciary duties to such Members by acting in the best interests of ​’ stockholders.