Nominating and Corporate Governance Committee member: ​

The equity compensation set forth below will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”). All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of the Company’s common stock (the “Common Stock”) on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).

Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):

Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of ​ for such service. A Non-Employee Director

“Committee” means the Nominating and Corporate Governance Committee of the Board or any other committee of Directors appointed by the Board to administer the Plan.

•an annual cash retainer of ​ to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

Board Candidates. Prior to the execution of this Agreement the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Director to serve as a member of the Board. Promptly following the execution of this Agreement, the Company hereby agrees that the Board shall appoint the New Director to the Board as a Class II Director to fill a current vacancy on the Board.

Nominating and Corporate Governance ​ ​

The equity compensation set forth below will be granted under the Tocagen Inc. 2016 Equity Incentive Plan (the “Plan”), subject to the Tocagen stockholders’ approval of the Plan. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per

Annual retainer for Corporate Governance and Nominating