Exhibit 99.1
SUTRO BIOPHARMA, INC.
AMENDED AND RESTATED 2021 EQUITY INDUCEMENT PLAN
If, by reason of an adjustment pursuant to this Section 2.4, a Participant’s Award Agreement or other agreement related to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions and restrictions which were applicable to the Award or the Shares subject to such Award prior to such adjustment.
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In the event a successor or acquiring corporation refuses to assume, convert, replace or substitute Awards or it is otherwise determined that Awards shall not be so assumed, converted, replaced or substituted pursuant to this Section 15, each such Award shall become fully vested and, as applicable, exercisable (or deemed exercised if determined by the Committee in its sole discretion) immediately prior to the consummation of the Corporate Transaction and all forfeiture restrictions on any such Award shall lapse. If an Award vests and, as applicable, is exercisable in lieu of assumption or substitution in connection with a Corporate Transaction, the Committee will notify the Participant in writing or electronically of such vesting and that the Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the earlier of the expiration of such period or upon the Change in Control.
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