SC TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

SCIENCE 37 HOLDINGS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Stock Options to Purchase Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

808644108

(CUSIP Number of Class of Securities)

Christine Pellizzari

Chief Legal and Human Resources Officer

Science 37 Holdings, Inc.

800 Park Offices Drive, Suite 3606

Research Triangle Park, NC 27709

(984) 377-3737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Jurgita Ashley

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 

Check the appropriate boxes below to designate any transactions to which the statement relates:

o    third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to an offer (the “Exchange Offer”) by Science 37 Holdings, Inc., a Delaware corporation (the “Company”), to provide Eligible Participants (as defined below) with the opportunity to exchange outstanding Eligible Options (as defined below) for a lesser number of RSUs (as defined below), upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Restricted Stock Units, dated April 3, 2023 (the “Offer to Exchange”), including the Offering Memorandum beginning on page 19 thereof (the “Offering Memorandum”), and the Election Form on the Exchange Offer website, attached hereto as Exhibits (a)(1)(A) and (a)(1)(C), respectively, the other exhibits hereto, and other related materials as may be amended or supplemented from time to time.

These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet – Overview” and “Summary Term Sheet – Questions and Answers” in the Offer to Exchange, attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The Company is the issuer of the securities subject to the Exchange Offer. The Company’s principal executive offices are located at 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina 27709 and the telephone number of its principal executive offices is (984) 377-3737.

(b) Securities. The subject securities are outstanding stock options (including both non-qualified stock options and incentive stock options) to purchase shares of the Company’s common stock, par value $0.0001 per share (“common stock”), issued under the 2015 Stock Plan (the “2015 Plan”) or the 2021 Incentive Award Plan (the “2021 Plan” and, together with the 2015 Plan, the “Plans”), whether such stock option is vested or unvested, that: (i) are held by an Eligible Participant (as defined below) on the date the Exchange Offer commences and through the Expiration Time; (ii) were granted between June 2021 and March 2022; and (iii) have a per share exercise price greater than or equal to $9.06 (the “Eligible Options,” and each an “Eligible Option”). For the purposes of clarity, only unexercised stock options are considered to be outstanding.

An “Eligible Participant” refers to any person who: (i) on the date the Exchange Offer commences, is a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of the Company or any of its wholly owned subsidiaries and has not submitted a notice of resignation or termination or been notified by the Company or such subsidiary that their employment or service is being terminated; (ii) at 11:59 p.m. Eastern Time on April 28, 2023 (as such time may be extended, the “Expiration Time”), continues to be an Executive or Service Provider of the Company or any of its wholly owned subsidiaries and has not submitted a notice of resignation or termination or been notified by the Company or such subsidiary that their employment or service is being terminated; (iii) is not serving as a non-employee director on the Company’s Board of Directors and resides in the United States; and (iv) holds at least two (2) Eligible Options, if the participant is a Service Provider, and at least two and one-half (2.5) Eligible Options, if the participant is an Executive.

Any Eligible Participant who is on an authorized leave of absence is eligible to participate in the Exchange Offer. A leave of absence is considered “authorized” if it was approved in accordance with the Company’s policies.

Eligible Options tendered in the Exchange Offer will be exchanged for a lesser number of RSUs. As of March 27, 2023, there were 12,618,645 Eligible Options outstanding.

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One restricted stock unit (“RSU”) will be granted in exchange for (i) two (2) Eligible Options held by a Service Provider and (ii) two and one-half (2.5) Eligible Options held by an Executive. The number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer. An RSU represents a contingent right to receive one share of the Company’s common stock on future dates when the RSU vests, without requiring payment of any exercise price. Each RSU issued in the Exchange Offer will be granted under the 2021 Plan, subject to an award agreement between the recipient and the Company. One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date—which grant date will be promptly following the Expiration Time—subject to the holder remaining in continuous service with the Company (or its subsidiaries or affiliates) on each applicable vesting date. Service Providers may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options. The actual number of RSUs to be granted in the Exchange Offer will depend on the number of Eligible Options that are exchanged.

The information set forth in the Offer to Exchange under “Summary Term Sheet – Overview,” “Summary Term Sheet – Questions and Answers,” and the Offering Memorandum Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 5 (“Acceptance of Eligible Options for Exchange; Grant of RSUs”) and Section 7 (“Price Range of Our Common Stock”) is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Offer to Exchange under Offering Memorandum Section 7 (“Price Range of Our Common Stock”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under the Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the Offer to Exchange under “Summary Term Sheet – Overview,” “Summary Term Sheet – Questions and Answers,” and Offering Memorandum Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 2 (“Purpose of the Exchange Offer; Additional Considerations”), Section 3 (“Procedures for Tendering Eligible Options”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Eligible Options for Exchange; Grant of RSUs”), Section 6 (“Conditions of the Exchange Offer”), Section 8 (“Information Concerning Us; Financial Information”), Section 10 (“Accounting Consequences of the Exchange Offer”), Section 11 (“Legal Matters; Regulatory Approvals”), Section 12 (“Material Income Tax Consequences”), Section 13 (“Extension of the Exchange Offer; Termination; Amendment”) and Section 14 (“Consideration; Fees and Expenses”) is incorporated herein by reference.

(b) Purchases. The information set forth in the Offer to Exchange under Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(7) also contain information regarding agreements relating to securities of the Company.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Offer to Exchange under Offering Memorandum Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) is incorporated herein by reference.

(b) Use of Securities Acquired. The information set forth in the Offer to Exchange under Offering Memorandum Section 5 (“Acceptance of Eligible Options for Exchange; Grant of RSUs”) is incorporated herein by reference.

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(c) Plans. The information set forth in the Offer to Exchange under Offering Memorandum Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the Offer to Exchange under Offering Memorandum Section 14 (“Consideration; Fees and Expenses”) is incorporated herein by reference.

(b) Conditions. The information set forth in the Offer to Exchange under Offering Memorandum Section 6 (“Conditions of the Exchange Offer”) is incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Offer to Exchange under Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

(b) Securities Transactions. The information set forth in the Offer to Exchange under Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. Not applicable.

Item 10. Financial Statements.

(a) Financial Information. The financial information set forth in the Offer to Exchange under Offering Memorandum Section 8 (“Information Concerning Us; Financial Information”), including Schedule A, and Section 15 (“Additional Information”) of the Offer to Exchange is incorporated herein by reference. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 is available electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

(b) Pro Forma Information. Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements, and Legal Proceedings. The information set forth in the Offer to Exchange under Offering Memorandum Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) and Section 11 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(c) Other Material Information. Not applicable.

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Item 12. Exhibits.

Exhibit Number	Description
(a)(1)(A)	Offer to Exchange Eligible Options for Restricted Stock Units, dated April 3, 2023.
(a)(1)(B)	Form of Announcement Email to Eligible Participants.
(a)(1)(C)	Election Form on the Exchange Offer Website.
(a)(1)(D)	Form of Confirmation Email.
(a)(1)(E)	Form of Reminder Email.
(a)(1)(F)	Form of Final Reminder Email.
(a)(1)(G)	Form of Notice of Expiration of Exchange Offer Email.
(a)(1)(H)	Screenshots from the Exchange Offer Website.
(a)(1)(I)	Informational Presentation to Eligible Participants.
(a)(1)(J)	Script of the Option Exchange Presentation to Eligible Participants.
(a)(1)(K)	Exchange Offer FAQs.
(a)(1)(L)	Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan.
(a)(5)	Science 37 Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 (filed on March 6, 2023 and incorporated herein by reference).
(b)	Not applicable.
(d)(1)	Science 37, Inc. 2015 Stock Plan (incorporated herein by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 (File No. 333-262610) filed on February 10, 2022).
(d)(2)	Form of Option Agreement under 2015 Stock Plan.
(d)(3)	Science 37 Holdings, Inc. 2021 Incentive Award Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (File No. 333-262610) filed on February 10, 2022).
(d)(4)	Form of Option Agreement under 2021 Incentive Award Plan (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on October 13, 2021).
(d)(5)	Form of PIPE Subscription Agreement, dated May 6, 2021 (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 7, 2021).
(d)(6)	Amended and Restated Registration Rights Agreement, dated October 6, 2021, by and among the Company and certain stockholders (incorporated herein by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 (File No. 333-260828) filed on November 5, 2021).
(d)(7)	Director Nomination Agreement, by and among LifeSci Acquisition II Corp., LifeSci Holdings LLC, Science 37, Inc. and the stockholders party thereto (incorporated herein by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-260828) filed on November 5, 2021).
(g)	Not applicable.
(h)	Not applicable.
107	Filing Fee Table.

Item 13. Information Required by Schedule 13E-3.

Not applicable. 

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 3, 2023	SCIENCE 37 HOLDINGS, INC.
	By:	/s/ Christine Pellizzari
	Name:	Christine Pellizzari
	Title:	Chief Legal and Human Resources Officer

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

SCIENCE 37 HOLDINGS, INC.

800 PARK OFFICES DRIVE, SUITE 3606

RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709

OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR RESTRICTED STOCK UNITS

This document constitutes part of the prospectus relating to the securities that have been registered under the Securities Act of 1933, as amended.

The prospectus relates to the 2015 Stock Plan and the 2021 Incentive Award Plan.

April 3, 2023

SUMMARY TERM SHEET – OVERVIEW

OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR RESTRICTED STOCK UNITS

This offer to exchange and withdrawal rights will expire at
11:59 p.m. Eastern Time on April 28, 2023,
unless extended by Science 37 Holdings, Inc.

Science 37 Holdings, Inc. (the “Company,” “Science 37,” “we,” “us,” or “our”) is offering each Eligible Participant (as defined below, also referred to as “you,” “your,” “I,” or “my”) the opportunity to exchange outstanding Eligible Options (as defined below) for a lesser number of RSUs (as defined below) on the terms and subject to the conditions set forth in this Offer to Exchange Eligible Options for Restricted Stock Units, including those set forth in the Offering Memorandum beginning on page 19 (the “Offering Memorandum”). The offer to exchange Eligible Options for Restricted Stock Units, and the exchange of such options, is referred to herein as the “Exchange Offer”.

The commencement date of the Exchange Offer is April 3, 2023. Although the Board (as defined below) has approved the Exchange Offer, consummation of the Exchange Offer is subject to the satisfaction or waiver of the conditions described in Section 6 of the Offering Memorandum. Participation in the Exchange Offer is voluntary. You are not required to participate in the Exchange Offer.

The “Expiration Time” of the Exchange Offer is 11:59 p.m. Eastern Time on April 28, 2023. If we extend the period of time during which this Exchange Offer remains open, the term “Expiration Time” will refer to the last time and date on which this Exchange Offer expires. You will be informed of any extension of the Exchange Offer.

You are an “Eligible Participant” if:

· on the date the Exchange Offer commences, you are a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· at the Expiration Time, you continue to be an Executive or Service Provider of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· you are not serving as a non-employee director on the Company’s Board of Directors (the “Board”) and you reside in the United States; and

· you hold at least two (2) Eligible Options, if you are a Service Provider, and at least two and one-half (2.5) Eligible Options, if you are an Executive.

Any Eligible Participant who is on an authorized leave of absence is eligible to participate in the Exchange Offer.

An “Eligible Option” is an outstanding stock option (including both non-qualified stock options and incentive stock options) to purchase shares of the Company’s common stock, par value $0.0001 per share (“common stock”), issued under the 2015 Stock Plan (the “2015 Plan”) or the 2021 Incentive Award Plan (the “2021 Plan” and, together with the 2015 Plan, the “Plans”), whether vested or unvested, that:

· is held by an Eligible Participant on the date the Exchange Offer commences and continues to be held by an Eligible Participant through the Expiration Time;

· was granted between June 2021 and March 2022; and

· has a per share exercise price greater than or equal to $9.06.

For the purposes of clarity, only unexercised stock options are considered to be outstanding. Outstanding options give you the right, when vested, to purchase shares of our common stock once you exercise such options by paying the applicable exercise price. Wherever we use the term “option,” we refer to the actual options you hold to purchase shares of our common stock and not the shares of our common stock underlying those options.

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Restricted stock units (“RSUs”) will be granted in exchange for Eligible Options tendered in the Exchange Offer.

· One RSU will be granted in exchange for (i) two (2) Eligible Options held by a Service Provider and (ii) two and one-half (2.5) Eligible Options held by an Executive. The number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer.

· An RSU represents a contingent right to receive one share of the Company’s common stock on future dates when the RSU vests, without requiring payment of any exercise price.

· Each RSU issued in the Exchange Offer will be granted under the 2021 Plan, subject to an award agreement between the recipient and the Company.

· One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date—which grant date will be promptly following the Expiration Time—subject to you remaining in continuous service with the Company (or its subsidiaries or affiliates) on each applicable vesting date.

· Service Providers may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options.

If you hold more than one Eligible Option grant, you may elect to participate in the Exchange Offer on a grant-by-grant basis, meaning that you will be allowed to tender for exchange one Eligible Option grant without tendering for exchange any other grants. However, as to any grant that you elect to tender for exchange, you must tender the entire grant (i.e., all of the options subject to that grant, less (if applicable) any portion of the grant previously exercised).

Eligible Options properly tendered in this Exchange Offer and accepted by us for exchange will be cancelled at the Expiration Time, and your RSUs will be granted with the terms described above promptly following the Expiration Time.

See “Risk Factors” beginning on page 16 for a discussion of risks and uncertainties that you should consider before agreeing to exchange your Eligible Options for RSUs. You should consider, among other things, these risks and uncertainties before deciding whether or not to participate in the Exchange Offer.

Shares of our common stock are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SNCE”. On March 27, 2023, the closing price of our common stock as reported on Nasdaq was $0.2999 per share. We recommend that you obtain current market prices for our common stock before deciding whether to participate in the Exchange Offer.

You should direct questions about the Exchange Offer or requests for assistance by email to myequity@science37.com.

IMPORTANT

If you choose to participate in the Exchange Offer, you must properly log into the website for the Exchange Offer, review the online disclosures and complete the election form on the Exchange Offer website (the “Election Form”). These actions must all be taken by you before 11:59 p.m. Eastern Time on April 28, 2023 (or such later time and date as may apply if the Exchange Offer is extended). Your delivery of all documents regarding the Exchange Offer, including the Election Form, is at your own risk. We encourage you to submit an Election Form, even if you elect not to exchange any of your Eligible Options.

The URL that you can utilize to launch the Exchange Offer website is: https://equitysolutions.aon.com/UWSO/Participant/

If you wish to change or withdraw any election previously made by you, you may do so until the Expiration Time by using the same link and following the prompts to change your elections. In addition, although we intend to accept all validly tendered Eligible Options immediately upon the Expiration Time, if we have not accepted your Eligible Options within 40 business days of the commencement of the Exchange Offer, you may withdraw your election to exchange your Eligible Options at any time thereafter.

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You are responsible for properly completing and submitting your election through the Election Form before the Expiration Time. You should save a copy of the confirmation email (the “Confirmation Email”) sent to you at the time that you complete and submit your Election Form. The Confirmation Email will provide evidence that you submitted your Election Form. If you do not receive a Confirmation Email, please contact myequity@science37.com to confirm that your election was made.

Only elections that are properly completed and actually received by us by the Expiration Time via the Election Form on the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ will be accepted. Elections submitted by any other means, including hand delivery, interoffice, email, U.S. mail (or other post) and Federal Express (or similar delivery service) are not permitted.

You do not need to return your stock option agreements for your Eligible Options to be cancelled and exchanged in the Exchange Offer. If you participate in the Exchange Offer, we will provide you with a Restricted Stock Unit Agreement promptly following the Expiration Time via your E*Trade account. A form of Restricted Stock Unit Agreement is filed as an exhibit to the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on April 3, 2023 (the “SEC”) and to which this Offer to Exchange Eligible Options for Restricted Stock Units is an exhibit, which Schedule TO may be amended.

Neither we nor the Board make any recommendation as to whether you should participate, or refrain from participating, in the Exchange Offer with respect to any of your Eligible Options. You must make your own decision whether to participate. You should consult your personal financial and tax advisors if you have questions about your financial or tax situation as it relates to the Exchange Offer.

Neither the SEC nor any state securities commission has approved or disapproved of this transaction or passed upon the fairness or merits of this transaction or the accuracy or adequacy of the information contained in the Exchange Offer. Any representation to the contrary is a criminal offense.

We have not authorized any person to make any recommendation on our behalf as to whether or not you should participate in the Exchange Offer. You should rely only on the information contained in this Offer to Exchange or in documents to which we have referred you.

We have not authorized anyone to give you any information or to make any representation in connection with the Exchange Offer other than the information and representations contained in this Offer to Exchange and in the related Election Form. If anyone makes any recommendation or representation to you or gives you any information, you should not rely upon that recommendation, representation or information as having been authorized by us.

You should not assume that the information provided in this Offer to Exchange is accurate as of any date other than the date shown on the first page of this Offer to Exchange. This Offer to Exchange summarizes various documents and other information. These summaries are qualified in their entirety by reference to the documents and information to which they relate.

Nothing in this document shall be construed to give any person the right to remain in the employ or service of the Company or its subsidiaries or affiliates or to affect our right to terminate the employment or service of any person at any time with or without cause to the extent permitted under law. Nothing in this document should be considered a contract or guarantee of wages or compensation.

We reserve the right to amend or terminate the Plans at any time, and the grant of an award under the Plans or this Exchange Offer does not in any way obligate the Company to grant additional awards or offer further opportunities to participate in any option exchange in any future year. The grant of any award under the Plans and any future awards granted under the 2021 Plan or in relation to this Exchange Offer is wholly discretionary in nature and is not to be considered part of any normal or expected compensation that is or would be subject to severance, resignation, redundancy, termination or similar pay, other than to the extent required by local law.

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SUMMARY TERM SHEET – QUESTIONS AND ANSWERS

OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR RESTRICTED STOCK UNITS

The following are answers to some of the questions that you may have about the Exchange Offer. This Summary Term Sheet does not contain all of the information that you should consider in deciding whether to participate in the Exchange Offer. You should carefully read the remainder of this Offer to Exchange Eligible Options for Restricted Stock Units, the announcement email from the Company and the Election Form, together with the associated instructions and agreement to the terms of the election. This Exchange Offer is made subject to the terms and conditions of these documents as they may be amended. For additional important information about the Exchange Offer, where appropriate, we have included references to the relevant sections of the Offering Memorandum where you can find a more complete description of the topics in this summary.

Table of Contents

Q1. What is the Exchange Offer?	6
Q2. Why is Science 37 making the Exchange Offer?	6
Q3. Who is eligible to participate in the Exchange Offer?	6
Q4. Which stock options are subject to the Exchange Offer?	7
Q5. What is an RSU and what will be the terms and conditions of the RSUs?	7
Q6. How do RSUs differ from stock options?	8
Q7. How many RSUs will I receive for the Eligible Options I exchange?	8
Q8. When will my RSUs vest?	9
Q9. If I participate in the Exchange Offer, when will my RSUs be granted?	9
Q10. What happens to my RSUs if my employment or service terminates?	9
Q11. Do I have to participate in the Exchange Offer?	9
Q12. How should I decide whether to participate in the Exchange Offer?	9
Q13. How do I find out how many Eligible Options I have and what their exercise prices are?	10
Q14. Can I tender for exchange both vested and unvested stock options?	10
Q15. Can I tender for exchange stock options that I have already fully exercised?	10
Q16. Can I tender for exchange the remaining unexercised portion of an Eligible Option that I have already partially exercised?	10
Q17. If I choose to participate in the Exchange Offer, do I have to exchange all of my Eligible Options?	10
Q18. If I choose to participate in the Exchange Offer, can I tender for exchange a portion of an option grant?	11
Q19. What happens if I have an Eligible Option that is subject to a domestic relations order or comparable legal document as the result of the end of a marriage?	11
Q20. What if I am on an authorized leave of absence during the Exchange Offer?	11
Q21. What happens if my employment or service terminates before the Expiration Time?	11
Q22. Will I owe taxes if I participate in the Exchange Offer?	12
Q23. Will I owe taxes if I do not participate in the Exchange Offer?	12
Q24. What will happen to my Eligible Options if I participate in the Exchange Offer?	12
Q25. What happens to Eligible Options that I choose not to tender or that are not accepted for exchange in the Exchange Offer?	12
Q26. How long do I have to decide whether to participate in the Exchange Offer?	12
Q27. How do I tender my Eligible Options for exchange?	13
Q28. Can I withdraw previously tendered Eligible Options or change my previous election, and what is the deadline for withdrawing or changing my previous elections?	14
Q29. What will happen if I do not return my Election Form by the Expiration Time?	15
Q30. Will my decision to participate in the Exchange Offer have an impact on my ability to receive options or other equity awards in the future?	15
Q31. What if Science 37 is acquired by another company?	15
Q32. What if I have any questions regarding the Exchange Offer, or if I need additional copies of the Exchange Offer documents?	15

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Q1. What is the Exchange Offer?

The Exchange Offer is a voluntary opportunity for Eligible Participants to exchange their Eligible Options (whether vested or unvested) in exchange for the grant of RSUs. The Company will grant one RSU for every (i) two (2) Eligible Options held by a Service Provider and (ii) two and one-half (2.5) Eligible Options held by an Executive. For each grant with respect to Eligible Options tendered and not evenly divisible by two (2) or two and one-half (2.5), as applicable, the number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer. The exchange ratio was determined by the Board following the recommendation of the Compensation Committee of the Board in consultation with an independent compensation advisory firm and Science 37 management.

Subject to the conditions set forth in this Offer to Exchange Eligible Options for Restricted Stock Units, including the Offering Memorandum, if your Eligible Options are properly tendered for exchange and accepted by us, at the Expiration Time, we will cancel your Eligible Options and, promptly thereafter, we will grant you RSUs, which have the terms outlined in the Questions below and the Offering Memorandum. You may not tender less than two (2) Eligible Options, if you are a Service Provider, or two and one-half (2.5) Eligible Options, if you are an Executive.

Q2. Why is Science 37 making the Exchange Offer?

Currently, many of our outstanding stock options granted under the Plans have exercise prices above the recent trading prices of our common stock. We believe these stock options no longer provide a meaningful compensatory opportunity to the holders of such stock options and, accordingly, are no longer effective as incentives to retain and motivate our employees and other service providers. We believe that many option holders perceive these stock options to have little or no value, therefore reducing the stock options’ value as a means to align the incentives of our employees and other service providers with our stockholders. In addition, although these stock options are not likely to be exercised as long as our stock price is lower than the applicable exercise price, unless they are surrendered or cancelled, they will remain outstanding, with the potential to dilute stockholders’ interests for up to the full term of the stock options.

We believe that the Exchange Offer is in the best interests of stockholders, as RSUs granted pursuant to the Exchange Offer will provide added incentives to motivate and retain our talented employees and other service providers, including through the addition of a new vesting schedule even for Eligible Options that are fully or partially vested when tendered. The Eligible Options surrendered for exchange will be cancelled, and all shares of common stock that were subject to such surrendered Eligible Options will become available for future awards under the 2021 Plan pursuant to the terms of the 2021 Plan.

See Section 2 of the Offering Memorandum (“Purpose of The Exchange Offer; Additional Considerations”) for more information.

Q3. Who is eligible to participate in the Exchange Offer?

Only Eligible Participants are eligible to participate in the Exchange Offer.

You are an “Eligible Participant” if:

· on the date the Exchange Offer commences, you are a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· at the Expiration Time, you continue to be an Executive or Service Provider of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· you are not serving as a non-employee director on the Company’s Board of Directors (the “Board”) and you reside in the United States; and

· you hold at least two (2) Eligible Options, if you are a Service Provider, and at least two and one-half (2.5) Eligible Options, if you are an Executive.

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Any Eligible Participant who is on an authorized leave of absence is eligible to participate in the Exchange Offer.

Employees and other service providers residing outside of the United States are not eligible to participate in the Exchange Offer. Consistent with our compensatory goals, we intend to offer such individuals different forms of incentives in lieu of participation in the Exchange Offer.

See Section 1 of the Offering Memorandum (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) for more information.

Q4. Which stock options are subject to the Exchange Offer?

Under the Exchange Offer, Eligible Participants will be able to elect to tender outstanding Eligible Options for exchange. An “Eligible Option” is an outstanding stock option (including both non-qualified stock options and incentive stock options) to purchase shares of common stock issued under the Plans, whether vested or unvested, that:

· is held by an Eligible Participant on the date the Exchange Offer commences and continues to be held by an Eligible Participant through the Expiration Time;

· was granted between June 2021 and March 2022; and

· has a per share exercise price greater than or equal to $9.06.

For the purposes of clarity, only unexercised stock options are considered to be outstanding.

See Section 1 of the Offering Memorandum (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) for more information.

Q5. What is an RSU and what will be the terms and conditions of the RSUs?

Restricted stock units (“RSUs”) will be granted in exchange for Eligible Options tendered in the Exchange Offer.

· One RSU will be granted in exchange for (i) two (2) Eligible Options held by a Service Provider and (ii) two and one-half (2.5) Eligible Options held by an Executive. The number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer.

· An RSU represents a contingent right to receive one share of the Company’s common stock on future dates when the RSU vests, without requiring payment of any exercise price.

· Each RSU issued in the Exchange Offer will be granted under the 2021 Plan, subject to an award agreement between the recipient and the Company.

· One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date—which grant date will be promptly following the Expiration Time—subject to you remaining in continuous service with the Company (or its subsidiaries or affiliates) on each applicable vesting date.

· Service Providers may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options.

The RSUs will be governed by the terms and conditions of the 2021 Plan and the award agreement entered into thereunder evidencing the RSUs, which is based on the form of award agreements previously approved by the Compensation Committee of the Board applicable to RSUs previously granted by the Company under the 2021 Plan. The form of Restricted Stock Unit Agreement for the RSUs is filed as an exhibit to the Schedule TO. You do not have to make any cash payment to the Company to receive a grant of RSUs in exchange for Eligible Options tendered in the Exchange Offer. You also do not have to pay the Company to receive the shares of common stock that become issuable to you if your RSUs vest; however, you may have taxes due on the vesting of the RSUs.

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Q6. How do RSUs differ from stock options?

The table below outlines some key differences between stock options and RSUs:

	Stock Options	RSUs
What they are	The right to purchase a fixed number of shares of the Company’s common stock at a fixed price for a fixed period of time.	The right to receive shares of the Company’s common stock in the future upon vesting at no cost to the holder.
How they work	Once a stock option grant vests, you can exercise the vested portion at any time until the expiration date of that option. Exercising an option means you buy the stock at the exercise price set on the date of the grant. If the price of the Company’s common stock is greater than the exercise price when you exercise and sell the shares, you receive the gain (after any taxes). However, when the Company’s stock price is less than the exercise price, the stock option has no intrinsic value and is considered to be underwater.	Once an RSU vests, a share of the Company’s common stock is issued to you, at no cost to you, other than withholding for applicable taxes associated with the RSU. An RSU has value equal to the then-current stock price. Once common stock is issued to you following the vesting of the RSU, you can either hold it as an investment or sell it.
Example (assumes vested options and RSUs and no taxes)	If you are awarded a stock option with a per share exercise price of $10 and the Company’s stock price subsequently increases to $15, the option will be worth $5 if exercised on that later date.	If the stock price on the grant date of your RSU is $10, and the Company’s stock price subsequently increases to $15, each RSU will be worth $15 as of that later date.
	If you are awarded a stock option with a per share exercise price of $10 and the Company’s stock price subsequently decreases to $5, the option will have no intrinsic value as of that later date.	If the stock price on the grant date of your RSU is $10, and the Company’s stock price subsequently decreases to $5, each RSU will be worth $5 as of that later date.

Q7. How many RSUs will I receive for the Eligible Options I exchange?

The Company will grant one RSU in exchange for (i) two (2) Eligible Options tendered by a Service Provider and (ii) two and one-half (2.5) Eligible Options tendered by an Executive. For each grant with respect to Eligible Options tendered and not evenly divisible by two or two and one-half, as applicable, the number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer. You may not tender less than two (2) Eligible Options, if you are a Service Provider, or two and one-half (2.5) Eligible Options, if you are an Executive.

For example, if you are a Service Provider and tender in the Exchange Offer an Eligible Option grant to purchase 2,000 shares of common stock, you will receive 1,000 RSUs promptly following the Expiration Time. If you are an Executive and tender in the Exchange Offer an Eligible Option grant to purchase 2,000 shares of common stock, you will receive 800 RSUs promptly following the Expiration Time.

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Q8. When will my RSUs vest?

The RSUs will vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject to the holder remaining in continuous service with the Company (or its subsidiaries or affiliates) on each applicable vesting date. The grant date of the RSUs will be promptly following the Expiration Time. All RSUs issued in the Exchange Offer will be subject to this new three-year vesting schedule, regardless of whether the tendered Eligible Options were vested or unvested (in whole or in part) at the time of exchange. For example, an Eligible Option that has a three-year vesting schedule that vested in equal installments on each of December 31, 2022, 2023 and 2024 would be exchanged for RSUs that would not be vested on the date of their grant and would instead vest as to one-third of the grant on each of the first, second and third anniversaries of the grant date of the RSUs.

Q9. If I participate in the Exchange Offer, when will my RSUs be granted?

Unless we amend or terminate the Exchange Offer in accordance with its terms, we will grant you RSUs for your Eligible Options as to which you properly make a valid election to tender such Eligible Options on the Election Form (and do not validly revoke that election), promptly following the Expiration Time (which, unless the Exchange Offer is extended, is 11:59 p.m. Eastern Time, on April 28, 2023). Please note that it may take a few weeks from the Expiration Time for you to receive an email related to your RSUs and for the grant of RSUs to be reflected in your online E*Trade account. Please review and accept your grant documents in your online E*Trade account. If your account has not been updated for the RSUs within a few weeks following the Expiration Time, please contact myequity@science37.com. You will receive the shares of common stock subject to your RSUs if and when your RSUs vest.

See Section 1 of the Offering Memorandum (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) for more information.

Q10. What happens to my RSUs if my employment or service terminates?

In general, if your employment or service with Science 37 or its subsidiaries or affiliates terminates for any reason, the RSUs will immediately cease to vest, any unvested RSUs will be cancelled without consideration, and you will have no further right to or interest in the unvested RSUs.

Nothing in the Exchange Offer should be construed to confer upon you the right to remain in employment or service with Science 37 or its subsidiaries or affiliates, and the terms of your employment or service with Science 37 or its subsidiaries or affiliates remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain in employment or service with Science 37 or its subsidiaries or affiliates until the expiration of the Exchange Offer, the grant date of the RSUs or thereafter during the vesting period of the RSUs. See Section 1 of the Offering Memorandum (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) and Section 5 of the Offering Memorandum (“Acceptance of Eligible Options for Exchange; Grant of RSUs”) for more information.

Q11. Do I have to participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. If you choose not to participate in the Exchange Offer (meaning that you do not elect to tender for exchange any of your Eligible Options), then your Eligible Options will remain outstanding with their current terms, and you will not receive any RSUs. You do not need to do anything if you choose to not participate in the Exchange Offer. However, we encourage you to submit an Election Form, even if you elect not to exchange any of your Eligible Options.

Q12. How should I decide whether to participate in the Exchange Offer?

We are providing information to assist you in making your own informed decision. You should read all the information contained in the various sections of the Offering Memorandum, including without limitation the information in Section 2 (“Purpose of The Exchange Offer; Additional Considerations”), Section 7 (“Price Range of Our Common Stock”), Section 8 (“Information Concerning Us; Financial Information”), Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”), Section 12 (“Material Income Tax Consequences”) and Section 15 (“Additional Information”) of the Offering Memorandum. You should seek your own legal counsel, tax advisor or financial advisor for further advice. Participation in the Exchange Offer is entirely your decision and should be made based on your personal circumstances. No one from the Company is, or will be, authorized to provide you with advice, recommendations or legal, tax or financial considerations regarding whether you should participate in the Exchange Offer.

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In addition to reviewing the materials provided, please note the following important points:

· RSUs granted in the Exchange Offer will be subject to the new three-year vesting schedule described in these materials, even if the Eligible Options you exchange are fully or partially vested or, if unvested, would vest earlier than the vesting date of the RSUs.

· You should determine and carefully consider the tax consequences that may be applicable to you with respect to any RSUs granted in the Exchange Offer.

· The Exchange Offer carries considerable risk, and there are no guarantees of our future stock performance or the price of our common stock at or following the Expiration Time.

· You should review the Risk Factors that appear on page 16.

Q13. How do I find out how many Eligible Options I have and what their exercise prices are?

The Election Form includes a list of your Eligible Options as of April 3, 2023. You can at any time confirm the number of option grants that you have, their grant dates and exercise prices and other information by logging on to the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/.

Q14. Can I tender for exchange both vested and unvested stock options?

Yes. You can exchange Eligible Options, whether or not they are vested, but only to the extent those stock options remain unexercised. If you have previously exercised a portion of an Eligible Option grant, only the portion of that stock option grant that has not yet been exercised will be eligible to be exchanged. You may not tender less than two (2) Eligible Options, if you are a Service Provider, or two and one-half (2.5) Eligible Options, if you are an Executive. The RSUs will only replace the portion of the Eligible Option grant that is exchanged as part of, and cancelled upon the expiration of, the Exchange Offer. RSUs will have a new three-year vesting schedule regardless of whether the tendered stock option was fully or partially vested.

Q15. Can I tender for exchange stock options that I have already fully exercised?

No. The Exchange Offer applies only to outstanding Eligible Options, which means for this purpose those that are unexercised. A stock option that has been exercised is no longer outstanding.

Q16. Can I tender for exchange the remaining unexercised portion of an Eligible Option that I have already partially exercised?

Yes. If at any time before the Expiration Time you have exercised an Eligible Option in part but not entirely, the remaining unexercised portion of the Eligible Option is eligible to be tendered for exchange in the Exchange Offer. For clarity, you may not exchange in the Exchange Offer any common stock that you acquired upon a prior exercise of Eligible Options. See Section 3 of the Offering Memorandum (“Procedures for Tendering Eligible Options”) for more information.

Q17. If I choose to participate in the Exchange Offer, do I have to exchange all of my Eligible Options?

No. You are permitted to exchange Eligible Options on a grant-by-grant basis. This means that you may choose to exchange some Eligible Option grants and choose not to exchange other Eligible Option grants. However, if you elect to exchange an Eligible Option grant, you must elect to exchange the entire Eligible Option grant (i.e., all of the unexercised stock options that are subject to that Eligible Option grant). You may not tender less than two (2) Eligible Options, if you are a Service Provider, or two and one-half (2.5) Eligible Options, if you are an Executive.

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Q18. If I choose to participate in the Exchange Offer, can I tender for exchange a portion of an option grant?

The Company is not accepting partial exchanges of Eligible Option grants. However, you may elect to exchange the remaining portion of any Eligible Option that you previously partially exercised. Accordingly, you may elect to exchange one or more of your Eligible Option grants, but you must elect to exchange all of the unexercised stock options that are subject to a particular Eligible Option grant or none of the unexercised stock options that are subject to that particular Eligible Option grant. You may not tender less than two (2) Eligible Options, if you are a Service Provider, or two and one-half (2.5) Eligible Options, if you are an Executive.

See Section 3 of the Offering Memorandum (“Procedures for Tendering Eligible Options”) for more information.

Q19. What happens if I have an Eligible Option that is subject to a domestic relations order or comparable legal document as the result of the end of a marriage?

If you have an Eligible Option that is subject to a domestic relations order (or comparable legal document as the result of the end of a marriage) and a person who is not an Eligible Participant beneficially owns a portion of that eligible Option, then in order to participate in the Exchange Offer with respect to such Eligible Option, you may accept this Exchange Offer with respect to the entire remaining outstanding portion of the Eligible Option, including the portion beneficially owned by the other person, as long as you are the legal owner of the Eligible Option. As described in Question 18, we are not accepting partial tenders of an Eligible Option, so you may not accept this Exchange Offer with respect to a portion of an Eligible Option that is beneficially owned by you, while rejecting it with respect to the portion beneficially owned by someone else. As you are the legal owner of the Eligible Option, we will respect an election properly made by you, but will not be responsible to you or the beneficial owner of the Eligible Option for any errors made by you with respect to such Eligible Option.

See Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) of the Offering Memorandum for more information.

Q20. What if I am on an authorized leave of absence during the Exchange Offer?

Any Eligible Participant who is on an authorized leave of absence will be eligible to participate in the Exchange Offer.

See Section 1 of the Offering Memorandum (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) for more information.

Q21. What happens if my employment or service terminates before the Expiration Time?

If you have tendered Eligible Options under the Exchange Offer and, prior to the Expiration Time, your employment or service with the Company (or its wholly owned subsidiaries) terminates for any reason (whether initiated by you or by your employer) or you submit a notice of resignation or termination or are notified by the Company or such subsidiary that your employment or service is being terminated, you will no longer be eligible to participate in the Exchange Offer, we will not accept your Eligible Options for exchange, and you will not be eligible to receive RSUs. In that case, you may exercise your existing Eligible Options to the extent they are vested and exercisable, which is generally available for a limited time after your termination date in accordance with their existing terms.

Nothing in the Exchange Offer should be construed to confer upon you the right to remain in employment or service with Science 37 or its subsidiaries or affiliates, and the terms of your employment or service with Science 37 or its subsidiaries or affiliates remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain in employment or service with Science 37 or its subsidiaries or affiliates until the expiration of the Exchange Offer, the grant date of the RSUs or thereafter during the vesting period of the RSUs.

See Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”) and Section 5 (“Acceptance of Eligible Options for Exchange; Grant of RSUs”) of the Offering Memorandum for more information.

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Q22. Will I owe taxes if I participate in the Exchange Offer?

Generally, the exchange of Eligible Options should be treated as a non-taxable exchange, and no income tax should be recognized upon the grant of the RSUs for U.S. federal income tax purposes. There will, however, be income tax payable upon the vesting and settlement of your RSUs. The Company also will typically have a tax withholding obligation at the time your RSUs vest and settle. You may also have taxable capital gains or losses when you sell any shares issued in connection with the RSUs (and any such capital gain generally will be short-term, if the shares are sold within one year after the RSUs vest and are settled, or long-term, if the shares are sold more than one year after the RSUs vest and are settled). Note that the tax treatment of RSUs differs significantly from the tax treatment of your Eligible Options, and, as a result of participating in the Exchange Offer, your tax liability could be higher than if you had kept your Eligible Options. You should consult with your own tax advisor or financial advisor for additional information about your personal tax situation. See Section 12 of the Offering Memorandum (“Material Income Tax Consequences”) for more information regarding the United States federal income tax aspects of the Exchange Offer.

Please note that, depending on where you live, state and other local income and employment taxes also may apply to you, and the Company may have tax withholding obligations with respect to such taxes. You should consult your own tax advisor to discuss these consequences.

Q23. Will I owe taxes if I do not participate in the Exchange Offer?

In general, the election not to participate in the Exchange Offer will not be a taxable event for U.S. federal income tax purposes. There will, however, be income tax payable upon the exercise of your stock options. You should consult with your own tax advisor or financial advisor for additional information about your personal tax situation. See Section 12 of the Offering Memorandum (“Material Income Tax Consequences”) for more information.

Q24. What will happen to my Eligible Options if I participate in the Exchange Offer?

If you participate in the Exchange Offer and the Exchange Offer is completed, then at the Expiration Time, we will cancel all of your Eligible Options tendered by you and promptly thereafter will grant you the RSUs.

Q25. What happens to Eligible Options that I choose not to tender or that are not accepted for exchange in the Exchange Offer?

There will be no impact to Eligible Options that you choose not to tender for exchange prior to the Expiration Time, and these Eligible Options will continue to be outstanding and subject to their current terms and conditions.

We will not accept for exchange any stock options that are tendered that do not qualify as Eligible Options. If you tender a stock option that is not an Eligible Option or is otherwise not accepted for exchange, we will send you a separate notification following the expiration of the Exchange Offer explaining why your tendered stock option did not qualify as an Eligible Option or was otherwise not accepted for exchange.

Q26. How long do I have to decide whether to participate in the Exchange Offer?

The Exchange Offer will expire at 11:59 p.m. Eastern Time on April 28, 2023. No exceptions will be made to this deadline unless we extend it. Although we do not currently intend to do so, we may, in our sole discretion, extend the Exchange Offer at any time. If we do extend the Exchange Offer, the Exchange Offer will expire following the extension. If we extend the Exchange Offer, we will publicly announce the extension and the new expiration date no later than 9:00 a.m. Eastern Time on the next business day after the last previously scheduled or announced expiration date. You should not expect that the expiration of the Exchange Offer will be extended.

See Section 13 of the Offering Memorandum (“Extension of the Exchange Offer; Termination; Amendment”) for more information.

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Q27. How do I tender my Eligible Options for exchange?

If you are an Eligible Participant, you must tender your Eligible Options for exchange at any time before the Exchange Offer expires at 11:59 p.m. Eastern Time, on April 28, 2023 (or such later time and date as may apply if the Exchange Offer is extended).

To validly tender your Eligible Options, you must submit a properly completed Election Form through the online election process, which is described below.

Online Election Process

1. At the start of the Exchange Offer, you will receive an announcement email, dated April 3, 2023, announcing the Exchange Offer (the “Announcement Email”). You can access the Exchange Offer through a link in the Announcement Email or at https://equitysolutions.aon.com/UWSO/Participant/ and enter your Science 37 email address, or other email that you provided to us, and the password you have created for use with this website. If this is the first time you are accessing the Exchange Offer website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 email address or other email that you provided to us. You will also need to provide the registration code included in the Announcement Email.

2. After logging into the Exchange Offer website, review the Exchange Offer materials and other information available on the website and proceed through to the Election Form. You will be provided with personalized information regarding the Eligible Options that you hold, including the grant date and per share exercise price of each of your Eligible Option grants, the number of shares subject to each of your Eligible Option grants as of April 3, 2023, and the number of RSUs that would be issued in exchange for each Eligible Option grant.

3. On the Election Form, select the appropriate box next to each of your Eligible Option grants to indicate which Eligible Option grants you choose to exchange in the Exchange Offer, then click “Confirm and Submit”.

4. Review your Election Form, confirm that you are satisfied with your Election Form after reviewing and then submit your Election Form.

5. Upon submitting your Election Form, a Confirmation Email will be generated by the Exchange Offer website and emailed to your Science 37 email address or other email that you provided to us. Please save a copy of the Confirmation Email for your records. At this point, you will have completed the election process. If you do not receive a Confirmation Email, please contact myequity@science37.com to confirm that your election was made.

You do not need to return your stock option agreements relating to any tendered Eligible Options, as they will be automatically cancelled effective as of the Expiration Time if we accept your Eligible Options for exchange. We will separately send to you the grant documents relating to your RSUs following the grant date for your RSUs for your electronic acceptance.

Your Eligible Options will not be considered tendered until we receive a properly completed and submitted Election Form. We must receive your properly completed and submitted Election Form before 11:59 p.m. Eastern Time on April 28, 2023 (or such later time and date as may apply if the Exchange Offer is extended). If you miss this deadline, you will be irrevocably treated as having elected not to participate in the Exchange Offer.

We will accept delivery of your election through the online election process only, which you may access through the link above. You are responsible for making sure that the Election Form is properly submitted online through this process. You must allow for sufficient time to complete and submit your Election Form to ensure that we receive your Election Form before the Expiration Time.

We reserve the right to reject any or all tenders of Eligible Options that we determine are not in appropriate form or that we determine would be unlawful to accept. Subject to our rights to extend, terminate and amend the Exchange Offer, we expect to accept all properly tendered Eligible Options at the Expiration Time, which is 11:59 p.m. Eastern Time, on April 28, 2023.

See Section 3 of the Offering Memorandum (“Procedures for Tendering Eligible Options”) for more information.

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Q28. Can I withdraw previously tendered Eligible Options or change my previous election, and what is the deadline for withdrawing or changing my previous elections?

Yes. You may withdraw your tendered Eligible Options at any time before the Exchange Offer expires at 11:59 p.m. Eastern Time, on April 28, 2023 (or such later time and date as may apply if the Exchange Offer is extended). In addition, although we intend to accept all validly tendered Eligible Options immediately after the Expiration Time, if we have not accepted your Eligible Options within 40 business days of the commencement of the Exchange Offer, you may withdraw your election to exchange your Eligible Options at any time thereafter.

To change an election you previously made with respect to some or all of your Eligible Option grants, including an election to withdraw some or all of your Eligible Option grants from the Exchange Offer, you must submit a valid new Election Form indicating only the Eligible Option grants you wish to exchange in the Exchange Offer or a valid new Election Form indicating that you do not want to exchange your Eligible Options, by completing the election process outlined below by Expiration Time, which, unless the Exchange Offer is extended, is 11:59 p.m. Eastern Time, on April 28, 2023. You must allow sufficient time to complete and submit your new Election Form to ensure that we receive it before the Expiration Time.

Election Changes and Withdrawals

1. You can access the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ and enter your Science 37 email address, or other email that you provided to us, and the password you have created for use with this website.

2. After logging into the Exchange Offer website, review the information and proceed through to the Election Form. You will be provided with your Eligible Option schedule containing personalized information regarding the Eligible Option grants you hold, as described in Question 27.

3. On the Election Form, select the appropriate box next to your Eligible Option grants previously selected to be tendered in the Exchange Offer to indicate those Eligible Option grants that you do not want to exchange in the Exchange Offer, or to make other changes to your previous election, then click “Confirm and Submit”.

4. Review your Election Form, confirm that you are satisfied with your Election Form after reviewing and then submit your Election Form.

5. Upon submitting your Election Form, a Confirmation Email will be generated by the Exchange Offer website and emailed to your Science 37 email address or other email that you provided to us. Please save a copy of the Confirmation Email for your records. At this point, you will have completed the election process. If you do not receive a Confirmation Email, please contact myequity@science37.com to confirm that your election was made.

If you miss the deadline to withdraw but remain an Eligible Participant at the Expiration Time, any previously tendered Eligible Options will be exchanged pursuant to the Exchange Offer. You may change your mind as many times as you wish prior to the Expiration Time, but you will be bound by the last properly submitted Election Form we receive before the Expiration Time.

Once you have withdrawn Eligible Options, you may re-tender Eligible Options again by submitting a new Election Form and following the procedures described for validly tendering stock option grants in the Exchange Offer as discussed in Question 27 above.

See Section 4 of the Offering Memorandum (“Withdrawal Rights”) for more information.

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Q29. What will happen if I do not return my Election Form by the Expiration Time?

If we do not receive an online Election Form from you by the Expiration Time, then you will irrevocably be treated as having elected not to participate in the Exchange Offer, in which case all Eligible Options held by you will remain outstanding at their existing exercise price and subject to their existing terms.

See Section 3 of the Offering Memorandum (“Procedures for Tendering Eligible Options”) for more information.

Q30. Will my decision to participate in the Exchange Offer have an impact on my ability to receive options or other equity awards in the future?

No. Your election to participate or abstain from participating in the Exchange Offer will have no effect on our making future grants of options, other equity awards, or any other rights to you or anyone else.

Q31. What if Science 37 is acquired by another company?

If the Company merges or consolidates with or is acquired by another entity prior to the Expiration Time, or enters into an agreement to do so, you may choose to withdraw any options which you tendered for exchange, and your options will be treated in accordance with the 2015 Plan or 2021 Plan, as applicable, and applicable option agreement. Further, if the Company is acquired prior to the Expiration Time, the Company reserves the right to withdraw the Exchange Offer, in which case your Eligible Options and your rights under them will remain intact and exercisable for the time period set forth in your option agreement, and you will receive no RSUs in exchange for them pursuant to the Exchange Offer. If the Company is acquired prior to the Expiration Time but does not withdraw the Exchange Offer, the Company (or the successor entity) will notify you of any material changes to the terms of the Exchange Offer or the RSUs, including any adjustments to the number of shares that will be subject to the RSUs. Under such circumstances, the type of security and the number of shares covered by your RSUs would be adjusted based on the consideration per share given to holders of the Company’s common stock in connection with the acquisition. As a result of this adjustment, you may receive RSUs covering more or fewer shares of the acquirer’s common stock than the number of shares subject to the Eligible Options that you tendered for exchange or than the number you would have received pursuant to the RSUs if no acquisition had occurred.

Q32. What if I have any questions regarding the Exchange Offer, or if I need additional copies of the Exchange Offer documents?

You should direct questions about the Exchange Offer and requests for printed copies of this Offer to Exchange and the other Exchange Offer documents by email to myequity@science37.com.

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RISK FACTORS

Participation in the Exchange Offer involves a number of potential risks and uncertainties, including those described below. You should consider, among other things, these risks and uncertainties before deciding whether or not to request that we exchange your Eligible Options in the manner described in the Exchange Offer. You should carefully review the risk factors set forth below and those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 6, 2023, as well as the other information provided in this Offer to Exchange Eligible Options for Restricted Stock Units and the other materials that we have filed with the SEC prior to the Expiration Time, in connection with making a decision as to whether or not to tender your Eligible Options or to withdraw any prior election you may have made. You are encouraged to speak with your own legal counsel, tax advisor or financial advisor as necessary before deciding whether to participate in the Exchange Offer. In addition, we urge you to read the sections in this Offer to Exchange Eligible Options for Restricted Stock Units and the Offering Memorandum discussing the tax consequences of participating in the Exchange Offer, as well as the rest of this Offer to Exchange, for a more in-depth discussion of the risks that may apply to you before deciding to participate in the Exchange Offer. See Section 15 of the Offering Memorandum (“Additional Information”) for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review these reports.

In addition, this Exchange Offer and our SEC reports referred to above include “forward-looking statements.” These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements include statements that are not historical facts, including, but not limited to, statements regarding the status of the Exchange Offer, our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “can,” “could,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “might,” “should,” “will,” or “would” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements contain these identifying words. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. The documents we file with the SEC, including the reports referred to above, discuss some of the risks that could cause our actual results to differ from those contained or implied in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022. Furthermore, such forward-looking statements speak only as of the date hereof. The safe harbor afforded by the Private Securities Litigation Reform Act of 1995 to certain forward-looking statements does not extend to forward-looking statements made by us in connection with this Exchange Offer.

The following discussion should be read in conjunction with the summary financial statements attached as Schedule A, as well as our financial statements and notes to the financial statements included on our most recent Form 10-K. We caution you not to place undue reliance on the forward-looking statements contained in this Exchange Offer, which speak only as of the date hereof.

Risks Related to the Exchange Offer

Your RSUs will be unvested, and, if you resign from the Company or the Company terminates you before your RSUs vest, you will not be able to receive value for your unvested RSUs.

A new vesting schedule for the RSUs will apply that is different than the vesting schedule for Eligible Options exchanged, and that new vesting schedule will apply even if the Eligible Options exchanged are fully or partially vested. Therefore, if you resign from the Company after receiving RSUs, you may not be able to realize as much (or any) value from your RSUs as you could have realized for the Eligible Options you exchanged. For example, if you exchange vested Eligible Options and our stock price increases above the exercise price per share of the Eligible Options you exchanged, then you would have been able to exercise and sell the underlying shares of common stock at a gain; whereas, if you resign from the Company after receiving the RSUs but before they have vested, you will receive no value from the unvested portion of the RSUs, even if our stock price increases. Further, an extended vesting period results in an increased risk of forfeiture. Participation in the Exchange Offer does not guarantee continued or future employment or service with the Company or any of its subsidiaries or affiliates.

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Because the Exchange Offer is not on a one-for-one basis, your cancelled Eligible Options may be worth more than the RSUs that you receive in the exchange.

It is possible that, at some point in the future, due to potential increases in our stock price, any Eligible Options exchanged in the Exchange Offer would have been more economically valuable than the RSUs granted pursuant to the Exchange Offer. For example, if we were to enter into a merger transaction that resulted in a significant increase in the value of our common stock, it is possible that your Eligible Options would be more valuable to you than the RSUs. A benefit or return cannot be guaranteed and participation in the Exchange Offer may result in no economic benefit.

For U.S. taxpayers, RSUs will generally result in taxable ordinary income when shares are issued following vesting.

If you participate in the Exchange Offer and receive RSUs for surrendered Eligible Options, you generally will not be required under current U.S. law to recognize income for U.S. federal income tax purposes at the time of the exchange or on the RSU grant date. However, you generally will have taxable ordinary income when those RSUs vest and shares of our common stock are issued in settlement of the RSUs, at which time the Company generally also will have a tax withholding obligation. The Company will satisfy all tax withholding obligations in the manner specified in the Restricted Stock Unit Agreement. You also may have taxable capital gains or losses when you sell any shares that are issued to you following the vesting of the RSUs. Generally, any such capital gain will be short-term, if the shares are sold within one year after the shares are issued to you upon settlement of vested RSUs, or long-term, if the shares are sold more than one year after the shares are issued to you upon settlement of vested RSUs. When analyzing the tax consequences to you, you should keep in mind that you do not pay a cash purchase price for the RSUs or any shares you receive in respect of the RSUs. Note that the tax treatment of RSUs differs significantly from the tax treatment of your Eligible Options, and, as a result of participating in the Exchange Offer, your tax liability could be higher than if you had retained your Eligible Options. You should seek your own accounting, tax, financial and legal advice.

The Exchange Offer currently is expected to remain open for 25 calendar days. However, if we extend the Exchange Offer so that it remains open for 30 or more calendar days, U.S. employees will be required to restart the measurement periods necessary to qualify for favorable tax treatment with respect to any incentive stock options that are not exchanged for RSUs in the Exchange Offer.

Generally, your incentive stock option qualifies for favorable tax treatment if you hold the shares acquired upon exercise of the incentive stock option for more than two years after the grant date of the stock option and for more than one year after the date of exercise of the stock option. We do not expect that the Exchange Offer will affect the eligibility of any incentive stock options that are not tendered for exchange for favorable tax treatment under U.S. tax laws. Thus, if you do not tender your incentive stock option, the holding periods will continue to be measured from your original grant date.

However, if the Exchange Offer period lasts for 30 or more calendar days, then any Eligible Options that are incentive stock options that you have not exchanged will be deemed modified, and the holding period for shares acquired upon exercise of such incentive stock options will restart. As a result, in order to qualify for favorable tax treatment, you would not be able to sell or otherwise dispose of any shares of common stock received upon exercise of such incentive stock options until more than two years from the date this Exchange Offer commenced on April 3, 2023, and more than one year after the date you exercise such options, whichever date is later.

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Risks Related to Our Business

You should carefully review the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, which are incorporated herein by reference, and also the other information provided in this Offer to Exchange and the other materials that we have filed with the SEC, before making a decision on whether to participate in the Exchange Offer. You may access these filings electronically at the SEC’s website at http://www.sec.gov. In addition, we will provide without charge to you, upon your request, a copy of any or all of the documents to which we have referred you. See Section 15 of the Offering Memorandum (“Additional Information”) for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review these reports.

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OFFERING MEMORANDUM

OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR RESTRICTED STOCK UNITS

Table of Contents

Section 1	Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer.	20
Section 2	Purpose of the Exchange Offer; Additional Considerations.	24
Section 3	Procedures for Tendering Eligible Options.	25
Section 4	Withdrawal Rights.	27
Section 5	Acceptance of Eligible Options for Exchange; Grant of RSUs.	28
Section 6	Conditions of the Exchange Offer.	28
Section 7	Price Range of Our Common Stock.	31
Section 8	Information Concerning Us; Financial Information.	31
Section 9	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities.	32
Section 10	Accounting Consequences of the Exchange Offer.	34
Section 11	Legal Matters; Regulatory Approvals.	34
Section 12	Material Income Tax Consequences.	34
Section 13	Extension of the Exchange Offer; Termination; Amendment.	35
Section 14	Consideration; Fees and Expenses.	36
Section 15	Additional Information.	37
Section 16	Miscellaneous.	37
Schedule A	Summary Financial Information	38

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Section 1 Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer.

Science 37 Holdings, Inc. (the “Company,” “Science 37,” “we,” “us” or “our”) is offering certain of its employees and consultants, and those of its wholly owned subsidiaries, the opportunity to exchange certain outstanding stock options for a lesser number of restricted stock units (“RSUs”). As described in this Section 1 of this Offering Memorandum – Offer to Exchange Eligible Options for Restricted Stock Units (this “Offering Memorandum”), Eligible Options that are tendered and accepted prior to the Expiration Time will be exchanged for RSUs that include a new vesting schedule (each capitalized term is defined below).

You are not required to participate in the Exchange Offer, as participation in the Exchange Offer is voluntary. We encourage you to submit an election, even if you elect not to exchange any of your Eligible Options.

We are making the offer on the terms and subject to the conditions described in this Offering Memorandum, as they may be amended from time to time, and these terms and conditions constitute the “Exchange Offer.” The Exchange Offer is not conditioned on the acceptance of the Exchange Offer by a minimum number of Eligible Option holders or the tender of elections to exchange Eligible Options covering a minimum number of shares of Science 37 common stock, par value $0.0001 per share (“common stock”).

Eligible Participants

You are an “Eligible Participant” if:

· on the date the Exchange Offer commences, you are a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· at the Expiration Time, you continue to be an Executive or Service Provider of Science 37 or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 or such subsidiary that your employment or service is being terminated;

· you are not serving as a non-employee director on the Company’s Board of Directors (the “Board”) and you reside in the United States; and

· you hold at least two (2) Eligible Options, if you are a Service Provider, and at least two and one-half (2.5) Eligible Options, if you are an Executive.

You will not be eligible to tender Eligible Options for exchange in the Exchange Offer if you cease to be an Eligible Participant for any reason prior to the Expiration Time, including as a result of voluntary resignation, retirement, involuntary termination, layoff, death or disability. An individual who is on an authorized leave of absence and who is otherwise an Eligible Participant will be eligible to tender Eligible Options in the Exchange Offer. A leave of absence is considered “authorized” if it was approved in accordance with our policies.

Your employment or other service with Science 37 or its subsidiaries or affiliates will remain “at-will” regardless of your participation in the Exchange Offer and can be terminated by you or us at any time. Nothing in the Exchange Offer should be construed to confer upon you the right to remain in employment or other service with Science 37 or its subsidiaries or affiliates. The terms of your employment or service with Science 37 or its subsidiaries or affiliates remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain in employment or service with Science 37 or its subsidiaries or affiliates until the grant date for the RSUs or any vesting date of your RSUs in the future.

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Eligible Options

An “Eligible Option” is an outstanding stock option (including both non-qualified stock options and incentive stock options) to purchase shares of the Company’s common stock issued under the 2015 Stock Plan (the “2015 Plan”) or the 2021 Incentive Award Plan (the “2021 Plan” and, together with the 2015 Plan, the “Plans”), whether vested or unvested, that:

· is held by an Eligible Participant on the date the Exchange Offer commences and continues to be held by an Eligible Participant through the Expiration Time;

· was granted between June 2021 and March 2022; and

· has a per share exercise price greater than or equal to $9.06.

For the purposes of clarity, only unexercised stock options are considered to be outstanding.

The Proposed Exchange

Restricted stock units (“RSUs”) will be granted in exchange for Eligible Options tendered in the Exchange Offer.

· One RSU will be granted in exchange for (i) two (2) Eligible Options held by a Service Provider and (ii) two and one-half (2.5) Eligible Options held by an Executive. The number of RSUs will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional RSUs will not be granted in the Exchange Offer.

· An RSU represents a contingent right to receive one share of the Company’s common stock on future dates when the RSU vests, without requiring payment of any exercise price.

· Each RSU issued in the Exchange Offer will be granted under the 2021 Plan, subject to an award agreement between the recipient and the Company.

· One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date—which grant date will be promptly following the Expiration Time—subject to you remaining in continuous service with the Company (or its subsidiaries or affiliates) on each applicable vesting date.

· Service Provider may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options.

The RSUs will be subject to the following terms:

· Grant Date. The RSUs will be granted promptly following the Expiration Time; provided that, if the Expiration Time is extended, then the grant date will be similarly extended.

· Award Agreement. The RSUs will be governed by the terms and conditions of the 2021 Plan and the award agreement entered into thereunder evidencing the RSUs, which is based on the form of award agreements previously approved by the Compensation Committee of the Board applicable to RSUs previously granted by the Company under the 2021 Plan.

· Vesting. RSUs granted to Eligible Participants will vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued service with the Company or a subsidiary of the Company through the applicable vesting date and other such terms and conditions as set forth in the Restricted Stock Unit Agreement. You also do not have to pay the Company to receive the shares of common stock that become issuable to you if your RSUs vest; however, you may have taxes due on the vesting of the RSUs. You will not have any of the rights or privileges of a stockholder of Company as to the shares of common stock associated with your RSUs until you are issued the shares. Shares subject to the RSUs will be issued if and when the applicable portion of the RSUs vests. Once you have been issued the shares of common stock, you will have all of the rights and privileges of a stockholder with respect to those shares, including the right to vote and to receive dividends, if any.

· Transferability. The RSUs generally may not be transferred, other than by will or the laws of descent and distribution.

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· Treatment Upon Termination. In general, if your employment or other service with Science 37 or its subsidiaries or affiliates terminates for any reason, the RSUs will immediately cease to vest, any unvested RSUs will be cancelled without consideration, and you will have no further right to or interest in the unvested RSUs.

· Change of Control Provisions. Any RSUs granted to Eligible Participants will be subject to the change of control provisions as set forth under the 2021 Plan and the Restricted Stock Unit Agreement.

If you hold more than one stock option grant that qualifies as an Eligible Option grant, then you may elect to participate in the Exchange Offer on a grant-by-grant basis, meaning that you will be allowed to tender for exchange one or more Eligible Option grants without tendering for exchange other Eligible Option grants. However, as to any Eligible Option grant that you elect to tender for exchange, you must tender the entire Eligible Option grant (i.e., all of the stock options that are subject to that Eligible Option grant, less (if applicable) any portion of the grant previously exercised).

Eligible Options properly tendered in this Exchange Offer and accepted by us for exchange will be cancelled at the Expiration Time, and your RSUs will be granted with the terms described above, effective promptly following the Expiration Time.

Expiration and Extension of the Exchange Offer

The Exchange Offer is scheduled to expire at 11:59 p.m. Eastern Time on April 28, 2023, unless we, in our sole discretion, extend the expiration date of the Exchange Offer. This date and time are referred to herein as the “Expiration Time.” See Section 13 (“Extension of the Exchange Offer; Termination; Amendment”) for a description of our rights to extend, terminate and amend the Exchange Offer.

If you do not elect to tender your Eligible Options before the Expiration Time, such awards will remain subject to their current terms, including the current exercise price and vesting schedule.

Stock Plans

Our statements in this Offer to Exchange concerning the Plans and the RSUs are merely summaries and do not purport to be complete. The statements are subject to, and are qualified in their entirety by reference to, the Plans and the form of Restricted Stock Unit Agreement under the 2021 Plan, which are available on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov. The form of Restricted Stock Unit Agreement for the RSUs is filed as an exhibit to the Tender Offer Statement on Schedule TO (the “Schedule TO”) with which this Offer to Exchange has been filed and is available on the SEC’s website at http://www.sec.gov. To receive a copy of the Plans and/or the form of Restricted Stock Unit Agreement, you should email myequity@science37.com. We will promptly furnish to you copies of these documents upon request at our expense.

The 2021 Plan permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, other stock or cash based awards and dividend equivalents. As of March 27, 2023, the number of shares of common stock subject to equity awards outstanding under the 2021 Plan was 22,082,671. The 2021 Plan is administered by the Compensation Committee of our Board. Subject to the other provisions of the 2021 Plan, the Compensation Committee has the power to determine the terms, conditions, and restrictions of the awards granted, including the number of shares subject to an award and the vesting criteria. Our Compensation Committee also has the authority to delegate such responsibilities.

Our 2015 Plan permitted the grant of stock options. As of March 27, 2023, the number of shares of common stock subject to equity awards outstanding under the 2015 Plan was approximately 12,259,525. The 2015 Plan is no longer in effect. As a result, no awards will be granted under the 2015 Plan in the future. However, the 2015 Plan continues to govern the terms and conditions of outstanding awards previously granted under it.

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Adjustments Upon Certain Events

Events Occurring Before the Grant Date. If we merge or consolidate with or are acquired by another entity prior to the Expiration Time, you may choose to withdraw any options that you tendered for exchange, and your options will be treated in accordance with the 2015 Plan or 2021 Plan, as applicable, and the applicable option agreement. Further, if the Company is acquired prior to the Expiration Time, we reserve the right to withdraw the Exchange Offer, in which case your Eligible Options and your rights under them will remain intact and exercisable for the time period set forth in the applicable option agreement, and you will receive no RSUs in exchange for them. If the Company is acquired prior to the Expiration Time, but does not withdraw the Exchange Offer, we (or the successor entity) will notify you of any material changes to the terms of the Exchange Offer or the RSUs, including any adjustments to the number of shares that will be subject to the RSUs. Under such circumstances, the type of security and the number of shares covered by your RSUs would be adjusted based on the consideration per share given to holders of our shares in connection with the acquisition. As a result of this adjustment, you may receive RSUs covering more or fewer shares of the acquirer’s common stock than the number of shares subject to the Eligible Options that you tendered for exchange or than the number you would have received pursuant to the RSUs if no acquisition had occurred.

A transaction involving us, such as a merger or other acquisition, could have a substantial effect on our stock price, including significantly increasing the price of our shares. Depending on the structure and terms of this type of transaction, option holders who elect to participate in the Exchange Offer might be deprived of the benefit of the appreciation in the price of our shares resulting from the merger or acquisition. This could result in a greater financial benefit for those Eligible Participants who did not participate in the Exchange Offer and retained their original options.

Finally, if another company acquires us, that company, as part of the transaction or otherwise, may decide to terminate some or all of our employees or other service providers before the completion of this Exchange Offer. Termination of your employment or service for this or any other reason before the Expiration Time means that the tender of your Eligible Options will not be accepted, you will keep your tendered options in accordance with their existing terms, and you will not receive any RSUs or other benefit for your tendered options.

Events Occurring After the Expiration Date. If we are acquired after your Eligible Options have been accepted, cancelled, and exchanged for RSUs, your RSUs will be treated in the acquisition transaction in accordance with the terms of the transaction agreement or the terms and conditions of our 2021 Plan and the Restricted Stock Unit Agreement between you and the Company thereunder.

In the event of certain changes in our corporate structure, including any dividend, distribution, combination, merger, recapitalization or other corporate transaction, the Compensation Committee may make appropriate adjustments to the terms and conditions of outstanding awards under the 2021 Plan to prevent dilution or enlargement of the benefits or intended benefits under the 2021 Plan, to facilitate the transaction or event or to give effect to applicable changes in law or accounting standards. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the Compensation Committee will make equitable adjustments to the 2021 Plan and outstanding awards granted thereunder. In the event of a change in control (as defined in the 2021 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction.

Registration and Sale of Shares Underlying RSUs.

All of the Company’s shares of common stock issuable upon the vesting of the RSUs to be granted under the 2021 Plan have been registered under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-8 filed with the SEC. Unless you are an employee or other service provider who is considered an affiliate of the Company for purposes of the Securities Act, you will be able to sell the shares issuable under your RSUs free of any transfer restrictions under applicable U.S. securities laws.

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Section 2 Purpose of the Exchange Offer; Additional Considerations.

The purpose of the Exchange Offer is to restore the retention and incentive benefits of our equity awards. In determining how to increase the retentive and motivational value of equity awards for our employees and other service providers, different alternatives were considered. We believe the Exchange Offer will foster retention of our employees and other service providers and better align their interests with our stockholders’ interests to maximize stockholder value. We granted the Eligible Options to attract and retain the best available personnel and to provide additional incentive to our employees and other service providers. We have been impacted by the global economic downturn, as well as other macroeconomic factors. As a result of these and other factors, many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price for our common stock. These options are commonly referred to as being “underwater.” We believe these stock options no longer provide a meaningful compensatory opportunity to the holders of such stock options and, accordingly, are no longer effective as incentives to retain and motivate our employees and other service providers. We believe that many option holders perceive these stock options to have little or no value, therefore reducing the value of the stock options as a means to align the incentives of our employees and other service providers with our stockholders. In addition, although these stock options are not likely to be exercised as long as our stock price is lower than the applicable exercise price, unless they are surrendered or cancelled, they will remain outstanding with the potential to dilute stockholders’ interests for up to the full term of the stock options.

We believe that the Exchange Offer is in the best interests of stockholders. The RSUs granted through the Exchange Offer will provide added incentives to motivate and retain our talented employees and other service providers, including through the addition of a new vesting schedule, even for Eligible Options that are fully or partially vested when tendered. The Eligible Options surrendered for exchange will be cancelled, and all shares of common stock that were subject to such surrendered Eligible Options will again become available for future awards under the 2021 Plan pursuant to the terms of the 2021 Plan.

There is no guarantee that the intended benefits of the Exchange Offer will be realized.

In deciding whether to tender one or more Eligible Options pursuant to the Exchange Offer, you should know that we continually evaluate and explore strategic opportunities as they arise, including mergers, reorganizations and other corporate transactions or changes to our corporate structure. We regularly assess the operational needs of our business, including changes to the composition of our management team and products and services. We also grant equity awards in the ordinary course of business to the members of our Board and our current and new employees, including our executive officers. Our directors and employees, including our executive officers, from time to time may acquire or dispose of our securities. We may from time to time repurchase our own outstanding securities in accordance with applicable securities laws. In addition, we may pursue opportunities to raise additional capital through the issuance of equity or convertible debt securities, or through strategic opportunities, including asset acquisitions and dispositions and may, from time to time, enter into debt agreements or issue dividends. If any of these events occur, our cash position, assets, or capital structure could change, the nature of our business could fundamentally change, or the percentage ownership of our stockholders could be diluted, and where such a transaction or event results in our issuance of additional securities, these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

Subject to the foregoing and except as otherwise disclosed in the Exchange Offer, including below, or in our filings with the SEC, as of the date hereof, we have no plans, proposals or negotiations (although we often consider such matters in the ordinary course of our business and intend to continue to do so in the future) that relate to or would result in:

· any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

· any purchase, sale or transfer of a material amount of our or our subsidiaries’ assets;

· any material change in our present dividend policy or our indebtedness or capitalization;

· any change in our Board or executive management team, including any plans to change the number or term of our directors or to change the material terms of any executive officer’s employment;

· any other material change in our corporate structure or business;

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· our common stock being delisted from The Nasdaq Stock Market LLC (“Nasdaq”) or not being authorized to be quoted in an automated quotations system operated by a national securities association;

· our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

· the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;

· the acquisition by any person of any of our securities or the disposition of any of our securities, other than in the ordinary course of business or pursuant to existing options or other rights; or

· any change in our certificate of incorporation or bylaws, or any actions that may impede the acquisition of control of us by any person.

In order to maintain our listing on Nasdaq, we are required to comply with Nasdaq requirements, which includes maintaining a minimum bid price of $1.00 per share. On December 27, 2022, we received a deficiency notification letter from the staff of Nasdaq stating that the closing bid price for our common stock must close at $1.00 per share or more for a minimum of ten consecutive business days during the 180 calendar day period ending June 26, 2023 or we might be delisted. The price of our common stock can be volatile, and there can be no assurance that we will be able to meet the minimum $1.00 bid price requirement or the other Nasdaq continued listing requirements in the future, and we may be subject to delisting as a result. If necessary, we may implement a reverse stock split to cure the deficiency.

We do not make any recommendation as to whether you should tender your Eligible Options, nor have we authorized any person to make any such recommendation. You should evaluate carefully all of the information in the Exchange Offer and consult your own legal counsel, tax advisor or financial advisor. You must make your own decision whether to tender your Eligible Options for exchange.

Section 3 Procedures for Tendering Eligible Options.

If you wish to tender any or all of your Eligible Options for exchange, you must properly log on to the Exchange Offer website and complete and submit the online election form on the Exchange Offer website (the “Election Form”) so that we receive it before the Expiration Time (or such later date as may apply if the Exchange Offer is extended), by the following means:

Online Election Process

1. At the start of the Exchange Offer, you will receive an announcement email, dated April 3, 2023, announcing the Exchange Offer (the “Announcement Email”). You can access the Exchange Offer through a link in the Announcement Email or at https://equitysolutions.aon.com/UWSO/Participant/ and enter your Science 37 email address, or other email that you provided to us, and the password you have created for use with this website. If this is the first time you are accessing the Exchange Offer website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 email address or other email that you provided to us. You will also need to provide the registration code included in the Announcement Email.

2. After logging into the Exchange Offer website, review the Exchange Offer materials and other information available on the website and proceed through to the Election Form. You will be provided with personalized information regarding the Eligible Options that you hold, including the grant date and per share exercise price of each of your Eligible Option grants, the number of shares subject to each of your Eligible Option grants as of April 3, 2023, and the number of RSUs that would be issued in exchange for each Eligible Option grant.

3. On the Election Form, select the appropriate box next to each of your Eligible Option grants to indicate which Eligible Option grants you choose to exchange in the Exchange Offer, then click “Confirm and Submit”.

4. Review your Election Form, confirm that you are satisfied with your Election Form after reviewing and then submit your Election Form.

5. Upon submitting your Election Form, a confirmation email (“Confirmation Email”) will be generated by the Exchange Offer website and emailed to your Science 37 email address or other email that you provided to us. Please save a copy of the Confirmation Email for your records. At this point, you will have completed the election process. If you do not receive a Confirmation Email, please contact myequity@science37.com to confirm that your election was made.

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Your Eligible Options will not be considered tendered until we receive the properly completed and submitted Election Form. We must receive your properly completed and submitted Election Form before the Expiration Time. If you miss this deadline or submit an Election Form that is not properly completed as of the deadline, you will not be permitted to participate in the Exchange Offer. We will consider you to have submitted your Election Form when you timely and properly complete the election process through the link above.

We will accept delivery of the Election Form only through the online Exchange Offer website. You are responsible for making sure that the Election Form is submitted online to us in this manner. Responses submitted by any other means, including hand delivery, interoffice, email, U.S. mail (or other post) and Federal Express (or similar delivery service), are not permitted. You must allow for sufficient time to complete and submit your Election Form to ensure that we receive your Election Form online before the Expiration Time.

You do not need to return your stock option agreements relating to any tendered Eligible Options, as they will be automatically cancelled in exchange for RSUs if we accept your Eligible Options for exchange.

Determination of Validity; Rejection of Eligible Options; Waiver of Defects; No Obligation to Give Notice of Defects

To validly tender your Eligible Options pursuant to the Exchange Offer, you must be an Eligible Participant at the commencement of the Exchange Offer and must remain an Eligible Participant at the Expiration Time.

If you elect to tender an Eligible Option for exchange, you must tender the entire grant (i.e., all of the remaining outstanding stock options underlying the selected Eligible Option grant). If you have received multiple stock option grants from us that each qualify as an Eligible Option and elect to participate in the Exchange Offer, then you will be able to elect to tender as few or as many of your Eligible Option grants as you wish. However, you may not tender part of an Eligible Option grant for exchange. If you attempt to tender a portion but not all of an Eligible Option grant, we will reject your tender of that particular grant. Such rejection will not affect any other Eligible Options that are properly tendered.

We will determine all questions as to form of documents and the validity, eligibility, time of receipt and acceptance of any tender of Eligible Options. We reserve the right to reject any option tendered for exchange that we determine is not in the appropriate form or that we determine is unlawful to accept. Neither Science 37 nor any other person is obligated to give notice of any defects or irregularities in tenders. No tender of Eligible Options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering Eligible Participant or waived by us. Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties.

We will strictly enforce the offer period described in this Offering Memorandum, subject only to any extension of the Expiration Time of the Exchange Offer that we may grant in our sole discretion. Subject to Rule 13e-4 under the Exchange Act, we also reserve the right to waive any of the conditions of the Exchange Offer or any defect or irregularity in any tender with respect to any particular Eligible Option or any particular Eligible Participant.

Our Acceptance Constitutes an Agreement

Your tender of Eligible Options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the Exchange Offer and will be controlling, absolute and final, subject to your withdrawal rights under Section 4 (“Withdrawal Rights”) and our acceptance of your tendered Eligible Options in accordance with Section 5 (“Acceptance of Eligible Options for Exchange; Grant of RSUs”). Our acceptance for exchange of Eligible Options tendered by you pursuant to the Exchange Offer will constitute a binding agreement between Science 37 and you upon the terms and subject to the conditions of the Exchange Offer (including the terms in the Restricted Stock Unit Agreement for the RSUs).

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Subject to our rights to terminate and amend the Exchange Offer in accordance with Section 6 (“Conditions of the Exchange Offer”), we expect to accept for exchange all properly tendered Eligible Options that have not been validly withdrawn by the Expiration Time, and we will cancel the Eligible Options accepted for exchange at the Expiration Time and grant the RSUs promptly following the Expiration Time. If the Exchange Offer is extended, then the cancellation of Eligible Options and the grant date of the RSUs would be similarly extended.

Section 4 Withdrawal Rights.

If you elect to accept the Exchange Offer as to some or all of your Eligible Options and later change your mind, you may withdraw your tendered Eligible Options by following the procedure described in this Section 4. Please note that, just as you may not tender only part of an Eligible Option grant, you also may not withdraw your election with respect to only a portion of an Eligible Option grant. If you elect to withdraw a previously tendered Eligible Option grant, then you must withdraw the entire Eligible Option grant, but need not withdraw any other tendered Eligible Option grants. We will permit any Eligible Options tendered in the Exchange Offer to be withdrawn at any time during the period that the Exchange Offer remains open. Please note that, upon the terms and subject to the conditions of the Exchange Offer, we expect to accept for exchange all Eligible Options properly tendered and not validly withdrawn at the Expiration Time. If we have not accepted your Eligible Options within 40 business days of the commencement of the Exchange Offer, you may withdraw your election to exchange your Eligible Options at any time thereafter.

To validly withdraw tendered Eligible Options, you must submit to us a valid new Election Form indicating only the Eligible Option grants you wish to exchange in the Exchange Offer or a valid new Election Form indicating that you do not want to exchange your Eligible Options, by completing the election process outlined below by the expiration date, currently expected to be 11:59 p.m. Eastern Time, on April 28, 2023. Your tendered Eligible Options will not be considered withdrawn until we receive your properly completed new Election Form.

Election Changes and Withdrawals

1. You can access the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ and enter your Science 37 email address, or other email that you provided to us, and the password you have created for use with this website.

2. After logging into the Exchange Offer website, review the information and proceed through to the Election Form. You will be provided with your Eligible Option schedule containing personalized information regarding the Eligible Option grants you hold, as described in Section 3 (“Procedures for Tendering Eligible Options”).

3. On the Election Form, select the appropriate box next to your Eligible Option grants previously selected to be tendered in the Exchange Offer to indicate those Eligible Option grants that you do not want to exchange in the Exchange Offer, or to make other changes to your previous election, then click “Confirm and Submit”.

4. Review your Election Form, confirm that you are satisfied with your Election Form after reviewing and then submit your Election Form.

5. Upon submitting your Election Form, a Confirmation Email will be generated by the Exchange Offer website and emailed to your Science 37 email address or other email that you provided to us. Please save a copy of the Confirmation Email for your records. At this point, you will have completed the election process. If you do not receive a Confirmation Email, please contact myequity@science37.com to confirm that your election was made.

If you miss the deadline for withdrawal but remain an Eligible Participant, then any previously tendered Eligible Options will be exchanged pursuant to the Exchange Offer. You are responsible for making sure that a new Election Form is submitted online as described herein. The new Election Form must deselect the Eligible Options from being tendered in the Exchange Offer.

Any Eligible Options you withdraw will thereafter be deemed not properly tendered for purposes of the Exchange Offer, unless you properly re-tender those Eligible Options before the Expiration Time of the Exchange Offer by following the procedures described herein.

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We will determine all questions as to form of documents and the validity, eligibility, time of receipt and acceptance of any tender of Eligible Options. Neither Science 37 nor any other person is obligated to give notice of any defects or irregularities in tenders. No tender of Eligible Options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering Eligible Participant or waived by us. Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties.

Section 5 Acceptance of Eligible Options for Exchange; Grant of RSUs.

Upon the terms and subject to the conditions of the Exchange Offer, we expect to accept for exchange all Eligible Options properly tendered and not validly withdrawn by the Expiration Time. We will cancel the Eligible Options accepted for exchange at the Expiration Time and issue the RSUs in accordance with the terms described in this Offering Memorandum promptly following the Expiration Time. If the Exchange Offer is extended, then the cancellation of Eligible Options and the grant date of the RSUs would be similarly extended.

After we grant the RSUs, we will separately provide to each tendering Eligible Participant the documentation relating to the Eligible Participant’s RSUs. You will receive your new Restricted Stock Unit Agreement through your E*Trade account. You should follow the same electronic procedures that ordinarily apply to any Science 37 equity awards granted to you in the normal course. A form of Restricted Stock Unit Agreement is filed as an exhibit to the Schedule TO filed with the SEC on April 3, 2023 and to which the Offer to Exchange Eligible Options for Restricted Stock Units is an exhibit, which Schedule TO may be amended.

If you have tendered Eligible Options under the Exchange Offer and, before the Expiration Time, your employment or service terminates for any reason, or you submit a notice of resignation or termination or are notified by Science 37 or a subsidiary that your employment or service is being terminated, you will no longer be eligible to participate in the Exchange Offer, and we will not accept your Eligible Options for exchange. In that case, you may exercise your existing Eligible Options to the extent they are vested and exercisable, which is generally available for a limited time after your termination date in accordance with their existing terms.

Eligible Options that we do not accept for exchange will remain outstanding until they are exercised or cancelled or expire by their terms and will retain their current exercise price, current vesting schedule and current term.

The shares of our common stock subject to those exchanged options that are cancelled in accordance with this Exchange Offer will be returned to the reserve of shares of our common stock available for grants of awards under the 2021 Plan, including any RSUs granted under the Exchange Offer. To the extent shares returning to the 2021 Plan are not fully reserved for issuance upon receipt of the RSUs to be granted in connection with the Exchange Offer, the shares will be available for issuance pursuant to future equity awards to employees and other eligible 2021 Plan participants without further stockholder action.

Section 6 Conditions of the Exchange Offer.

Notwithstanding any other provision of the Exchange Offer, we will not be required to accept any Eligible Options tendered for exchange, and we may terminate or amend the Exchange Offer, in each case subject to Rule 13e-4(f)(5) under the Exchange Act, if at any time on or after the date hereof and prior to the Expiration Time, any of the following events has occurred, or has been determined by us, in our reasonable judgment, to have occurred:

I. There shall have been threatened or instituted any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Exchange Offer, the exchange of some or all of the Eligible Options tendered for exchange, or otherwise relates in any manner to the Exchange Offer or that, in our reasonable judgment, could materially affect our business, condition (financial or other), assets, income, operations, prospects or stock ownership;

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II. There shall have been threatened, instituted or taken any action, or any approval, exemption or consent shall have been withheld, or any statute, rule, regulation, judgment, order or injunction shall have been proposed, sought, promulgated, enacted, entered, amended, interpreted, enforced or deemed to be applicable to the Exchange Offer or us, by or from any court or any regulatory or administrative authority, agency or tribunal that, in our reasonable judgment, would directly or indirectly:

a. make it illegal for us to accept some or all of the tendered Eligible Options for exchange, or otherwise restrict or prohibit consummation of the Exchange Offer or otherwise relate in any manner to the Exchange Offer;

b. delay or restrict our ability, or render us unable, to accept the tendered Eligible Options for exchange; or

c. impair the contemplated benefits of the Exchange Offer to us;

III. There will have occurred:

a. any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or automated quotation system or in the over-the-counter market;

b. the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

c. any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on or any event that, in our reasonable judgment, might affect the extension of credit to us by banks or other lending institutions in the United States;

d. in our reasonable judgment, any extraordinary or material adverse change in Science 37 or in U.S. financial markets generally, including a decline of at least 10% in either the Dow Jones Industrial Average, the Nasdaq Index or the Standard & Poor’s 500 Index measured during any time period after the date of commencement of the Exchange Offer;

e. the commencement, continuation or escalation of a war or other national or international calamity directly or indirectly involving the United States, which could reasonably be expected to affect materially or adversely, or to delay materially, the completion of the Exchange Offer; or

f. if any of the situations described above existed at the time of commencement of the Exchange Offer and that situation, in our reasonable judgment, deteriorates materially after commencement of the Exchange Offer;

IV. A tender or exchange offer (other than the Exchange Offer) with respect to some or all of our capital stock, or a merger, acquisition or other business combination proposal involving us, will have been proposed, announced or publicly disclosed or we will have learned that:

a. any person, entity or “group” within the meaning of Section 13(d)(3) of the Exchange Act has acquired more than 5% of our outstanding common stock, other than a person, entity or group which had publicly disclosed such ownership with the SEC prior to the date of commencement of the Exchange Offer;

b. any such person, entity or group which had publicly disclosed such ownership prior to such date has acquired additional common stock constituting more than 1% of our outstanding shares; or

c. any new group has been formed that beneficially owns more than 5% of our outstanding common stock that, in our judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the Exchange Offer or with such acceptance for exchange of Eligible Options;

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V. Any change, development, clarification or position taken in generally accepted accounting principles that could or would require us to record for financial reporting purposes compensation expense against our earnings in connection with the Exchange Offer, other than as contemplated as of the commencement date of this Exchange Offer (as described in Section 10 of this Offering Memorandum, “Accounting Consequences of the Exchange Offer”);

VI. Any changes occur in our business, financial condition, assets, income, operations, prospects or stock ownership that, in our reasonable judgment, are or may be material to us;

VII. Any event or events occur that have resulted or may result, in our reasonable judgment, in a material impairment of the contemplated benefits of the Exchange Offer to us (see Section 2 of this Offering Memorandum, “Purpose of the Exchange Offer; Additional Consideration,” for a description of the contemplated benefits of the Exchange Offer to us); and

VIII. Any rules or regulations by any governmental authority, Nasdaq, or other regulatory or administrative authority or any national securities exchange have been enacted, enforced or deemed applicable to us that have resulted or may result, in our reasonable judgment, in a material impairment of the contemplated benefits of the Exchange Offer to us (see Section 2 of this Offering Memorandum, “Purpose of the Exchange Offer; Additional Consideration,” for a description of the contemplated benefits of the Exchange Offer to us).

If any of the above events occur, we may, in our sole discretion:

· terminate the Exchange Offer and promptly return all tendered Eligible Options to tendering holders;

· complete and/or extend the Exchange Offer and, subject to your withdrawal rights, retain all tendered Eligible Options until the extended Exchange Offer expires;

· amend the terms of the Exchange Offer; or

· waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the Exchange Offer is open, complete the Exchange Offer.

The conditions to the Exchange Offer are for our benefit. We may assert them in our sole discretion prior to the Expiration Time regardless of the circumstances giving rise to them (other than circumstances caused by our action or inaction). Our failure at any time to exercise any of the foregoing conditions will not be deemed a waiver of any condition, and each such condition will be deemed an ongoing condition that may be asserted at any time prior to the Expiration Time; provided that, notwithstanding the foregoing, in the event that one or more of the events described above occurs, we will promptly notify Eligible Participants of our determination as to whether we will waive or modify the applicable condition(s) and continue or terminate the Exchange Offer. If we waive any of the conditions described above, we will disclose any material changes resulting therefrom and will, if required by applicable law, amend the Exchange Offer to extend the offer period. Subject to any order or decision by a court or arbitrator of competent jurisdiction, any determination we make concerning the events described in this Section 6 will be final and binding upon all persons.

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Section 7 Price Range of Our Common Stock.

The common stock underlying the Eligible Options has been traded on Nasdaq under the symbol “SNCE” since October 2021. Prior to October 7, 2021, our common stock was listed on Nasdaq under the symbol “LSAQ”. There is no established market for the Eligible Options. The following table shows, for the periods indicated, the high and low intraday sales prices per share of common stock as reported by Nasdaq.

	High		Low
Fiscal Year Ending December 31, 2023
First Quarter (through March 27, 2023)	$	0.69	$	0.19
Fiscal Year Ended December 31, 2022
Fourth Quarter	$	1.99	$	0.3211
Third Quarter	$	2.53	$	1.43
Second Quarter	$	5.78	$	1.885
First Quarter	$	13.46	$	4.32
Fiscal Year Ended December 31, 2021
Fourth Quarter	$	15.1031	$	8.4166
Third Quarter	$	10.25	$	8.80
Second Quarter	$	10.95	$	9.96
First Quarter	$	12.68	$	9.775

You should obtain current market prices for our common stock before deciding whether to elect to exchange your Eligible Options.

As of March 27, 2023, there were 116,729,430 shares of our common stock issued and outstanding held by approximately 248 stockholders of record, and the closing price of our common stock was $0.2999 per share as reported on Nasdaq. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Section 8 Information Concerning Us; Financial Information.

Information Concerning Us

Science 37 pioneered the concept of patient-centric clinical trials with a very simple premise: that clinical trials should begin with the patient.

Through its patient-centric approach, Science 37 reduces the impact of the geographic barriers associated with conventional physical clinical trial sites, enabling recruitment of virtually any patient. Science 37 believes that centering the clinical trial around the patient with personalized support addresses current industry needs around patient recruitment, retention, representation, and engagement. To expand clinical trial access Science 37 offers a unique model to existing non-research focused healthcare networks to seamlessly participate without the traditional site infrastructure costs.

Science 37’s patient-centric model is powered by a proprietary end-to-end unified technology platform and its team of approximately 460 employees with significant therapeutic and subject matter expertise. As the backbone of Science 37’s offering, the proprietary unified technology platform standardizes and orchestrates the process for clinical trials across Science 37’s specialized network of patient communities, telemedicine investigators, flexible mobile nurse networks, remote coordinators, and robust network of technology integrations.

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On October 6, 2021, we consummated the business combination (the “Business Combination”), contemplated by the Agreement and Plan of Merger, dated May 6, 2021, by and among LSAQ, a Delaware corporation, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of LSAQ (“Merger Sub”), and Science 37, Inc., a Delaware corporation (“Legacy Science 37”) (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Science 37, with Legacy Science 37 surviving the merger as a wholly owned subsidiary of LSAQ. Upon the closing of the Business Combination, we changed our name from LifeSci Acquisition II Corp. to Science 37 Holdings, Inc.

Science 37’s principal office and mailing address is 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina 27709, its telephone number is (984) 377-3737 and its website is www.science37.com. The information contained on, or accessible through, Science 37’s website is not incorporated by reference into this Offer to Exchange, and you should not consider any information contained on, or that can be accessed through, Science 37’s website as part of this Offer to Exchange. Science 37 was incorporated under Delaware law in December 2019.

Financial and Other Information about Science 37

A summary of certain financial information is attached as Schedule A to this Offering Memorandum and should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, which is incorporated herein by reference and is available electronically on the SEC’s website at http://www.sec.gov. The book value per share of our common stock as of December 31, 2022 was $0.84 per share.

For more information about the Company, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings made with the SEC. We recommend that you review the materials that we have filed with the SEC before making a decision on whether or not to tender your Eligible Options. We will also provide without charge to you, upon your written or oral request, a copy of any or all of the documents to which we have referred you. See Section 15 (“Additional Information”) for more information regarding reports that we file with the SEC and how to obtain copies of or otherwise review such reports.

Section 9 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities.

The address of each executive officer and director of the Company is:

Science 37 Holdings, Inc.

800 Park Offices Drive, Suite 3606

Research Triangle Park, North Carolina 27709

The executive officers and directors of the Company are set forth in the following table:

Name	Title
David Coman	Chief Executive Officer and Director
Mike Zaranek	Chief Financial Officer
Jonathan Cotliar	Chief Medical Officer
Darcy Forman	Chief Delivery Officer
Christine Pellizzari	Chief Legal and Human Resources Officer
Michael Shipton	Chief Commercial Officer
Bhooshitha B. De Silva	Director
Robert Faulkner	Chairman and Director
John W. Hubbard	Director
Emily Rollins	Director
Neil Tiwari	Director
Paul von Autenried	Director

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The table below sets forth the beneficial ownership of each of our current executive officers and directors of options outstanding as of March 27, 2023 and the percentage of total options outstanding beneficially owned by them, based on the total number of outstanding options (i.e., whether or not eligible for exchange), which was 24,069,873 as of March 27, 2023. The table also sets forth the beneficial ownership of each of our current executive officers of Eligible Options owned as of March 27, 2023 and the percentage of Eligible Options outstanding beneficially owned by them, which was 12,618,645 as of March 27, 2023. Our executive officers will be eligible to participate in the Exchange Offer, provided that they are Eligible Participants at the Expiration Time. Non-employee directors are not eligible to participate in the Exchange Offer.

Name	Number of Options Beneficially Owned		Percentage of Total Outstanding Options			Number of Eligible Options Beneficially Owned		Percentage of Total Outstanding Eligible Options
Executive Officers
David Coman		5,387,678		22.4	%		1,539,129		12.2	%
Mike Zaranek		2,025,651		8.4	%		1,110,714		8.8	%
Jonathan Cotliar		802,147		3.3	%		643,303		5.1	%
Darcy Forman		1,530,121		6.4	%		1,232,292		9.8	%
Christine Pellizzari		1,755,834		7.3	%		1,755,834		13.9	%
Michael Shipton		—		—			—		—
Non-Employee Directors
Bhooshitha B. De Silva		—		—			—		—
Robert Faulkner		41,363		0.2	%		—		—
John W. Hubbard		431,481		1.8	%		—		—
Emily Rollins		27,575		0.1	%		—		—
Neil Tiwari		27,575		0.1	%		—		—
Paul von Autenried		—		—			—		—

Except as otherwise described in this Offer to Exchange Eligible Options for Restricted Stock Units, including the Offering Memorandum, or in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and other than outstanding stock option and other equity awards granted to our directors, executive officers and other employees and consultants pursuant to our various equity plans, which are described in the notes to our financial statements as set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, neither we nor, to our knowledge, any of our executive officers or directors, any person controlling us or any executive officer or director of such control person, is a party to any agreement, arrangement or understanding with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

During the past 60 days, we have not granted any Eligible Options and no Eligible Options have been exercised. Neither we, nor, to the best of our knowledge, any member of our Board or any of our executive officers, nor any affiliate of ours, have engaged in transactions involving our shares of our common stock or derivative securities involving shares of our common stock during the past 60 days, except as described below:

Name of Executive Officer/Director	Date of Transaction	Amount of Securities Involved		Price Per Share		Type of Transaction
Christine Pellizzari	2/28/23		2,500	$	0.2805	Acquisition of common stock through employee stock purchase plan
Michael Shipton	3/10/23		522,793	$	0	Grant of restricted stock units

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Section 10 Accounting Consequences of the Exchange Offer.

In accordance with the guidance in Financial Accounting Standards Board Accounting Standard Codification 718, Compensation – Stock Compensation, the exchange of Eligible Options for RSUs in the Exchange Offer is accounted for as a modification of stock-based compensation awards. Accordingly, we expect to recognize the unamortized compensation cost of the surrendered Eligible Options, as well as any incremental compensation cost of the RSUs granted in the Exchange Offer. The incremental compensation cost will be measured as the excess, if any, of the fair value of the RSUs measured as of the date the RSUs are granted, over the fair value of the Eligible Options, measured immediately prior to the cancellation of the tendered Eligible Options. Any incremental compensation cost will be recognized over the vesting period of the RSUs.

The amount of compensation cost will depend on a number of factors, including the level of participation in the Exchange Offer, the exercise price per share of Eligible Options tendered in the Exchange Offer and the closing price of our common stock on the date the RSUs are granted. Since these factors cannot be predicted with any certainty at this time and will not be known until the expiration of the Exchange Offer, we cannot predict the exact amount of the charge that would result from the Exchange Offer.

Section 11 Legal Matters; Regulatory Approvals.

We are not aware of any material pending or threatened legal actions or proceedings relating to the Exchange Offer. We are not aware of any margin requirements or antitrust laws applicable to the Exchange Offer. We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of Eligible Options and grant of RSUs as contemplated by the Exchange Offer, or of any regulatory requirements that we must comply with or approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the completion of the Exchange Offer as contemplated herein. Should any such compliance or approval or other action be required, we currently contemplate that we will use commercially reasonable efforts to comply with such requirements or seek such approval or take such other action. We cannot assure you that any such compliance or approval or other action, if needed, would be achieved or obtained or would be achieved or obtained without substantial conditions or that the failure to achieve such compliance or obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under the Exchange Offer to accept tendered Eligible Options for exchange and to grant RSUs would be subject to achieving such compliance or obtaining any such governmental approval or other action.

Section 12 Material Income Tax Consequences.

Material U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the exchange of Eligible Options for RSUs pursuant to the Exchange Offer for those Eligible Participants subject to U.S. federal income tax. This discussion is based on the U.S. Internal Revenue Code, its legislative history, treasury regulations promulgated thereunder, and administrative and judicial interpretations as of the date of this Offering Memorandum, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of award holders. This summary does not address applicable state or local taxes to which you may be subject. If you are a citizen or a resident of the U.S., but also are subject to the tax laws of another country, you should be aware that there might be other income tax and social security consequences that may apply to you. We strongly recommend that you consult with your advisors to discuss the consequences to you of this Exchange Offer.

We recommend that you consult your tax advisor with respect to the U.S. federal, state and local tax consequences and any non-U.S. tax consequences of participating in the Exchange Offer, as the tax consequences to you are dependent on your individual tax situation.

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In addition, if you are a citizen or resident or are otherwise subject to the tax laws of more than one country, you should be aware that there might be tax and social insurance contribution consequences for more than one country that may apply to you. Moreover, if you received your Eligible Options when you resided and/or worked in one country but now reside and/or work in a different country, you may have a tax or social insurance contribution obligation in the country of the original grant in connection with the RSUs received in this Exchange Offer. We strongly recommend that you consult with your own advisors to discuss the consequences to you of the Exchange Offer.

Eligible Participants who exchange outstanding Eligible Options for RSUs under the Exchange Offer generally will not be required to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange.

Restricted Stock Units.

If you are a U.S. taxpayer, you generally will not have taxable income at the time you are granted an RSU. Instead, you will recognize ordinary income upon the issuance of shares in settlement of vested RSUs. Upon vesting of the RSU, the RSUs generally can no longer be forfeited, and we will deliver the shares subject to the vested RSUs to you as soon as practical after the applicable vesting date. At the same time, the Company also typically will have a tax withholding obligation. The amount of ordinary income you recognize will equal the fair market value of the shares at the time they are issued to you in settlement of vested RSUs. With regard to the shares issued pursuant to the RSUs granted under the Exchange Offer, you will not have paid any amount for the shares. The Company will satisfy all tax withholding obligations in the manner specified in your Restricted Stock Unit Agreement. Any gain or loss you recognize upon the sale or exchange of shares that you acquire upon settlement of vested RSUs generally will be treated as capital gain or loss and will be long-term or short-term depending upon how long you have held the shares after the date the shares are issued to you. Shares held more than 12 months are subject to long-term capital gain or loss, while shares held 12 months or less are subject to short-term capital gain or loss.

This Exchange Offer currently is expected to remain open for 25 calendar days. If we extend this offer such that it is open for 30 calendar days or more, incentive stock options that are Eligible Options but that are not tendered in the Exchange Offer will be considered to have been modified. The commencement date of the offer (April 3, 2023) will be considered the modification date for purposes of determining whether the employee will receive favorable tax treatment with respect to any such incentive stock options. As a result, in order to receive favorable tax treatment with respect to any such incentive stock option, you must not dispose of any shares acquired with respect to the incentive stock option until the passage of more than two years from the date this offer commenced (April 3, 2023) (i.e., the date of the deemed modification) and more than one year after the exercise of the option. If these holding periods (and all other incentive stock option requirements) are met, the excess of the sale price of the shares acquired upon exercise of an incentive stock option over the exercise price of such an option will be treated as long-term capital gain.

We recommend that you consult your tax advisor with respect to the federal, state, and local tax consequences of participating in the Exchange Offer.

Section 13 Extension of the Exchange Offer; Termination; Amendment.

We may, from time to time, extend the period of time during which the Exchange Offer is open and delay accepting any Eligible Options tendered to us by disseminating notice of the extension to Eligible Participants by public announcement, written notice, including electronically posted or delivered notices, or otherwise as permitted by Rule 13e-4(e)(3) under the Exchange Act. If the Exchange Offer is extended, we will provide appropriate notice of the extension and the new Expiration Time no later than 9:00 a.m. Eastern Time on the next business day following the previously scheduled expiration date of the Exchange Offer. For purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight Eastern Time.

We also expressly reserve the right, in our reasonable judgment, prior to the Expiration Time, to terminate or amend the Exchange Offer upon the occurrence of any of the conditions specified in Section 6 (“Conditions of the Exchange Offer”), by disseminating notice of such termination or amendment to Eligible Participants by public announcement, written notice, including electronically posted or delivered notices, or otherwise as permitted by applicable law.

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Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 6 (“Conditions of the Exchange Offer”) has occurred or is deemed by us to have occurred, to amend the Exchange Offer in any respect prior to the Expiration Time. Any notice of such amendment required pursuant to the Exchange Offer or applicable law will be disseminated promptly to Eligible Participants in a manner reasonably designed to inform Eligible Participants of such change and filed with the SEC as an amendment to the Schedule TO.

If we materially change the terms of the Exchange Offer or the information concerning the Exchange Offer, or if we waive a material condition of the Exchange Offer, we will extend the Exchange Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. Under these rules, the minimum period during which a tender or exchange offer must remain open following material changes in the terms of or information concerning a tender or exchange offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information.

In addition, if we decide to take any of the following actions, we will publish notice or otherwise inform you of such action and keep the Exchange Offer open for at least 10 business days after the date of such notification:

· we increase or decrease the amount of consideration offered for the Eligible Options; or

· we increase or decrease the number of Eligible Options that may be tendered in the Exchange Offer.

Section 14 Consideration; Fees and Expenses.

We will issue RSUs in exchange for Eligible Options properly elected to be exchanged by you and accepted by us for such exchange. All Eligible Participants who properly tender Eligible Options pursuant to this offer will receive RSUs with respect thereto.

Subject to the terms and conditions of this Exchange Offer, upon our acceptance of your properly tendered Eligible Options, you will be entitled to receive RSUs based on an exchange ratio as described in Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”). RSUs will be unvested at grant and will be subject to a new vesting schedule as described in Section 1 of this Offering Memorandum. If you participate in the Exchange Offer, you do not have to make any cash payment to the Company to receive your RSUs. You also do not have to make any cash payment to the Company to receive the shares subject to RSUs upon vesting. The receipt of shares upon vesting of RSUs may be subject to taxation as described in Section 12 of the Offering Memorandum (“Material Income Tax Consequences”). In addition, you may incur brokerage and/or wire fees if you sell shares of common stock issued to you upon vesting of the RSUs.

If we receive and accept tenders of all Eligible Options to be tendered (a total of stock options to purchase 12,618,645 shares of common stock as of March 27, 2023) subject to the terms and conditions of this Exchange Offer, we will grant RSUs covering approximately 5,681,152 shares of common stock.

We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Eligible Options pursuant to the Exchange Offer. You will be responsible for any expenses incurred by you in connection with your election to participate in the Exchange Offer, including, but not limited to, mailing, faxing and telephone expenses, as well as any expenses associated with any tax, legal or other advisor consulted or retained by you in connection with the Exchange Offer.

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Section 15 Additional Information.

This Offer to Exchange is part of a Tender Offer Statement on Schedule TO that we have filed with the SEC, which may be amended. This Offer to Exchange Eligible Options for Restricted Stock Units, including the Offering Memorandum, does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We intend to supplement and amend the Schedule TO to the extent required to reflect information we subsequently file with the SEC. Before making a decision on whether or not to tender your Eligible Options, we highly recommend that you review the Schedule TO, as may be amended, including its exhibits, and the following materials that we have filed with the SEC:

· our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023;

· the description of our common stock set forth in Exhibit 4.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, together with any amendment or report filed with the SEC for the purpose of updating such description; and

· the information contained in our current reports on Form 8-K filed with the SEC, except to the extent that information therein is furnished and not filed with the SEC.

Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov. We also make available on or through our corporate website, free of charge, copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC.

We will also promptly provide without charge to each Eligible Participant to whom we deliver a copy of the Schedule TO and the exhibits to the Schedule TO, upon their written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless specifically incorporated by reference into such documents). Requests should be directed to myequity@science37.com.

As you read the documents listed above, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this Offer to Exchange, you should rely on the statements made in the most recent document.

The information contained in this Offer to Exchange about us should be read together with the information contained in the documents to which we have referred you, in making your decision as to whether or not to participate in this Exchange Offer.

Section 16 Miscellaneous.

We are not aware of any jurisdiction where the making of the Exchange Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Exchange Offer is not in compliance with any applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the Exchange Offer will not be made to, nor will any Eligible Options be accepted from, the Eligible Participants employed by us in such jurisdiction.

You should review the risk factors contained elsewhere in this Offer to Exchange Eligible Options for Restricted Stock Units and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 before you decide whether to participate in the Exchange Offer.

We have not authorized any person to make any recommendation on our behalf as to whether or not you should tender your Eligible Options pursuant to the Exchange Offer. You should rely only on the information contained in this document or in documents to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with the Exchange Offer other than the information and representations contained in this document or in the related documents. If anyone makes any recommendation or representation to you or gives you any information, you should not rely upon that recommendation, representation or information as having been authorized by us.

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SCHEDULE A

SUMMARY FINANCIAL INFORMATION

OF SCIENCE 37 HOLDINGS, INC.

The following summary financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, which is incorporated herein by reference. The summary consolidated statements of operations data for the fiscal years ended December 31, 2022 and December 31, 2021 and the summary consolidated balance sheets data as of December 31, 2022 and December 31, 2021 are derived from our audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our historical results are not necessarily indicative of the results to be expected in any future period. The summary financial data in this section are not intended to replace our audited consolidated financial statements and related notes. You should refer to Section 15 of the Offering Memorandum (“Additional Information”) for information on how you can obtain copies of our SEC filings.

	Years Ended December 31,
(in thousands, except per share data)	2022			2021
Statements of Operations Data
Revenue	$	70,147		$	59,597
Total operating expenses		222,181			123,315
Loss from operations		(152,034	)		(63,718	)
Net loss	$	(50,988	)	$	(94,331	)
Basic and diluted net loss per share	$	(0.44	)	$	(2.89	)
Weighted average shares used to compute basic and diluted net loss per share		115,876			32,679

	As of December 31,
(in thousands)	2022		2021
Balance Sheet Data
Total current assets	$	126,204	$	232,703
Total assets		126,448		260,798
Total current liabilities		23,176		35,022
Total liabilities		29,062		139,199
Total stockholders’ equity		97,386		121,599

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EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE PARTICIPANTS

Subject:	Science 37 Holdings, Inc. – Offer to Exchange Eligible Options for Restricted Stock Units
To:	All Eligible Participants
Date:	April 3, 2023

IMPORTANT NEWS – PLEASE READ IMMEDIATELY. SHOULD YOU CHOOSE TO PARTICIPATE IN THE EXCHANGE OFFER, YOU MUST TAKE ACTION BY 11:59 P.M. EASTERN TIME ON APRIL 28, 2023.

You are receiving this email because you may be eligible to participate in a voluntary equity award exchange offer that will allow you to exchange certain out-of-the-money stock options for new awards of restricted stock units (the “Exchange Offer”). We are pleased to announce that the Exchange Offer begins today. As an eligible participant, you should carefully read the Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange Eligible Options for Restricted Stock Units, that we are filing with the Securities and Exchange Commission today (collectively, the “Offering Materials”), all of which are available on the Exchange Offer website referred to below and from the Securities and Exchange Commission at www.sec.gov. These materials will help you to understand the terms and conditions of the Exchange Offer and the risks related thereto.

EXCHANGE OFFER INFORMATION AND WEBSITE

Below you will find a basic outline of the Exchange Offer. Please take the time to educate yourself about the Exchange Offer by reviewing the resources and Offering Materials on the Exchange Offer website, available at https://equitysolutions.aon.com/UWSO/Participant/. If you choose to participate in the Exchange Offer, you must elect to do so through this website.

To register for access to the Exchange Offer website, please go to https://equitysolutions.aon.com/UWSO/Participant/Account/Register. The first time you access the website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 Holdings, Inc. email address or other email that you provided to us. You will also need to provide the following registration code: [●].

ELIGIBILITY

The Exchange Offer is open to “Eligible Participants”. You are an Eligible Participant if: (i) you are a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of Science 37 Holdings, Inc. or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 Holdings, Inc. or such subsidiary that your employment or service is being terminated; (ii) on the expiration date of the Exchange Offer, you continue to be an Executive or Service Provider of Science 37 Holdings, Inc. or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 Holdings, Inc. or such subsidiary that your employment or service is being terminated; (iii) you are not serving as a non-employee director on the Company’s Board of Directors and you reside in the United States; and (iv) you hold at least two (2) Eligible Options (as defined below), if you are a Service Provider, and at least two and one-half (2.5) Eligible Options, if you are an Executive.

EXCHANGE DETAILS

A stock option eligible to be tendered in the Exchange Offer (an “Eligible Option”) is an outstanding stock option (including both non-qualified stock options and incentive stock options) that is: (i) held by an Eligible Participant on the date the Exchange Offer commences and continues to be held by an Eligible Participant through the expiration of the Exchange Offer (which is 11:59 p.m. Eastern Time, April 28, 2023, unless extended); (ii) was granted pursuant to the 2015 Stock Plan or the 2021 Incentive Award Plan between June 2021 and March 2022; and (iii) has a per share exercise price greater than or equal to $9.06. For the purposes of clarity, only unexercised stock options are considered to be outstanding.

One restricted stock unit (“RSU”) will be granted in exchange for (i) two (2) options held by a Service Provider and (ii) two and one-half (2.5) options held by an Executive. Each RSU granted in the Exchange Offer will represent a contingent right to receive one share of common stock of Science 37 Holdings, Inc. on future dates when the RSU vests, without requiring payment of any exercise price, and will be granted under the 2021 Incentive Award Plan.

One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date—which grant date will be the expiration date of the Exchange Offer (which is 11:59 p.m. Eastern Time, April 28, 2023, unless extended)—subject to you remaining in continuous service with Science 37 Holdings, Inc. (or its subsidiaries or affiliates) on each applicable vesting date. Service Providers may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options.

If you hold more than one Eligible Option grant, you may elect to participate in the Exchange Offer on a grant-by-grant basis, meaning that you will be allowed to tender for exchange one option grant without tendering for exchange any other grants. However, as to any grant that you elect to tender for exchange, you must tender the entire grant (i.e., all of the options subject to that grant, less (if applicable) any portion of the grant previously exercised).

Eligible Options properly tendered in the Exchange Offer and accepted by us for exchange will be cancelled at the expiration of the Exchange Offer, and your RSUs will be granted with the terms described above promptly following the expiration of the Exchange Offer. All elections and withdrawals will be final as of 11:59 p.m. Eastern Time on the expiration date of the Exchange Offer.

OFFERING PERIOD

Opens: April 3, 2023

Closes: April 28, 2023 at 11:59 p.m. Eastern Time, unless we extend the expiration date and time

Eligible Participants who wish to participate in the Exchange Offer must elect to participate during the offering period through the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/. If you experience difficulties accessing the Exchange Offer website, please contact myequity@science37.com.

If we have not received your properly completed and submitted election by the expiration of the Exchange Offer, you will have rejected this offer and you will keep your current awards.

HOW TO LEARN MORE

The offering period for the Exchange Offer begins today. There are many things to consider when deciding whether or not to participate. You should carefully read the more detailed Offering Materials before deciding to participate. Please review the Exchange Offer website for more information and for instructions on how to elect to participate, change a prior election and withdraw your election before the end of the offering period. By making one or more elections in the Exchange Offer, you will be confirming that you have read these materials. We encourage you to submit an election, even if you elect not to exchange any of your Eligible Options.

Participation in the Exchange Offer is voluntary. Science 37 Holdings, Inc. makes no recommendation as to whether you should participate in the Exchange Offer. You must make your own decision whether to participate. You should speak with your financial, legal or tax advisors as necessary, before deciding whether to participate in the Exchange Offer.

If you have any questions about the Exchange Offer, please contact myequity@science37.com.

Please do NOT reply to this email. This mailbox is not monitored and you will not receive a response.

The Exchange Offer is being made pursuant to the terms and conditions set forth in Science 37 Holdings, Inc.’s Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, which are available free of charge at www.sec.gov or on the Exchange Offer website located at https://equitysolutions.aon.com/UWSO/Participant/. You should read these written materials carefully because they contain important information about the Exchange Offer, including risks related thereto.

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

FORM OF CONFIRMATION EMAIL TO ELIGIBLE PARTICIPANTS

From: awardchoice@aon.com

Subject: Confirmation of Receipt of Option Exchange Election

To:

Date:

SCIENCE 37 HOLDINGS, INC. EXCHANGE OFFER

This email is to confirm the changes to your options through the Exchange Offer website. If you did not make these changes and believe you are receiving this email in error, please contact myequity@science37.com.

Your election has been recorded as follows:

Grant Date Per Share Exercise
Price Outstanding Shares Underlying
Stock Option Grant Restricted Stock
Units Election

We strongly encourage you to print this email and keep it for your records.

If you wish to change your election, you may do so by submitting a new election form on the Exchange Offer website. The new election form must be delivered via Science 37 Holdings, Inc.’s Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ no later than 11:59 p.m. Eastern Time on April 28, 2023 (unless the Exchange Offer is extended).

Please note that our receipt of your election is not by itself an acceptance of your stock options for exchange. For purposes of the Exchange Offer, we will be deemed to have accepted stock options for exchange that are validly elected to be exchanged and are not properly withdrawn as of the time when we give oral or written notice to the stock option holders generally of our acceptance of stock options for exchange. We may issue this notice of acceptance by press release, email or other form of communication. Stock options accepted for exchange will be cancelled, and the new restricted stock units will be granted, at the expiration of the Exchange Offer. If you receive new restricted stock units, you will receive additional information regarding accepting the restricted stock units following the expiration of the Exchange Offer.

If you have questions about the Exchange Offer or this confirmation notice, please contact myequity@science37.com.

Please do NOT reply to this email. This mailbox is not monitored, and you will not receive a response.

The Exchange Offer is being made pursuant to the terms and conditions set forth in Science 37 Holdings, Inc.’s Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, which are available free of charge at www.sec.gov or on the Exchange Offer website located at https://equitysolutions.aon.com/UWSO/Participant/. You should read these written materials carefully because they contain important information about the Exchange Offer, including risks related thereto.

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

FORM OF REMINDER EMAIL

Subject: Science 37 Holdings, Inc. – Exchange Offer Election Reminder

To:

Date:

SCIENCE 37 HOLDINGS, INC. EXCHANGE OFFER

Our records show you have not made an election to participate in Science 37 Holdings, Inc.’s Offer to Exchange Eligible Options for Restricted Stock Units (the “Exchange Offer”). This email is to remind you that April 28, 2023 at 11:59 p.m. Eastern Time is the final deadline to participate in the Exchange Offer, unless otherwise extended. If you wish to exchange your eligible stock options (“Eligible Options”) for restricted stock units (“RSUs”) as described in the Offering Memorandum included in the Offer to Exchange Eligible Options for Restricted Stock Units filed with the Securities and Exchange Commission, you must log into the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ and follow the directions to submit your election form by 11:59 p.m. Eastern Time on April 28, 2023.

There are no exceptions to this deadline. We encourage you not to wait until the last day to make your election if you wish to participate. To make an election, follow the instructions on the Exchange Offer website to access personalized information about your Eligible Option grants and how to make, change or withdraw your election before the end of the Exchange Offer. We encourage you to submit an election, even if you elect not to exchange any of your Eligible Options.

To log into the website, please go to https://equitysolutions.aon.com/UWSO/Participant/. Your username is your Science 37 Holdings, Inc. email address or other email that you provided to us. The first time you access the website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 Holdings, Inc. email address or other email that you provided to us. You will also need to provide the following registration code: [●].

You are not obligated to participate in the Exchange Offer. Any Eligible Options that you do not elect to tender for exchange will not be cancelled and will remain outstanding in accordance with their existing terms.

If you wish to exchange any or all of your Eligible Option grants, your election form must be properly completed and received before 11:59 p.m. Eastern Time on April 28, 2023.

Please review the Exchange Offer website and the materials for the Exchange Offer available on the Exchange Offer website for additional information about the Exchange Offer. If you have any questions about the Exchange Offer, please contact myequity@science37.com.

Please do NOT reply to this email. This mailbox is not monitored and you will not receive a response.

The Exchange Offer is being made pursuant to the terms and conditions set forth in Science 37 Holdings, Inc.’s Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, which are available free of charge at www.sec.gov or on the Exchange Offer website located at https://equitysolutions.aon.com/UWSO/Participant/. You should read these written materials carefully because they contain important information about the Exchange Offer, including risks related thereto.

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

FORM OF FINAL REMINDER EMAIL

Subject: Science 37 Holdings, Inc. – Exchange Offer Final Deadline

To:

Date: April 28, 2023

SCIENCE 37 HOLDINGS, INC. EXCHANGE OFFER

This email is to remind you that today, April 28, 2023 at 11:59 p.m. Eastern Time is the final deadline to make an election to participate in Science 37 Holdings, Inc.’s Offer to Exchange Eligible Options for Restricted Stock Units (the “Exchange Offer”). According to our records, you have not yet submitted an election to participate in the Exchange Offer. If you wish to exchange your eligible stock options (“Eligible Options”) for restricted stock units (“RSUs”) as described in the Offering Memorandum included in the Offer to Exchange Eligible Options for Restricted Stock Units filed with the Securities and Exchange Commission, you must log into the Exchange Offer website at https://equitysolutions.aon.com/UWSO/Participant/ and follow the directions to submit your election form by 11:59 p.m. Eastern Time on April 28, 2023.

There are no exceptions to this deadline. This is your final reminder to take action. To make an election, follow the instructions on the Exchange Offer website to access personalized information about your Eligible Option grants and how to make, change or withdraw your election before the end of the Exchange Offer. We encourage you to submit an election, even if you elect not to exchange any of your Eligible Options.

To log into the website, please go to https://equitysolutions.aon.com/UWSO/Participant/. The first time you access the website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 Holdings, Inc. email address or other email that you provided to us. You will also need to provide the following registration code: [●].

You are not obligated to participate in the Exchange Offer. Any Eligible Options that you do not elect to tender for exchange will not be cancelled and will remain outstanding in accordance with their existing terms.

If you wish to exchange any or all of your Eligible Option grants, your election form must be properly completed and received before 11:59 p.m. Eastern Time on April 28, 2023.

Please review the Exchange Offer website and the materials for the Exchange Offer available on the Exchange Offer website for additional information about the Exchange Offer. If you have any questions about the Exchange Offer, please contact myequity@science37.com.

Please do NOT reply to this email. This mailbox is not monitored and you will not receive a response.

The Exchange Offer is being made pursuant to the terms and conditions set forth in Science 37 Holdings, Inc.’s Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, which are available free of charge at www.sec.gov or on the Exchange Offer website located at https://equitysolutions.aon.com/UWSO/Participant/. You should read these written materials carefully because they contain important information about the Exchange Offer, including risks related thereto. By making one or more elections in the Exchange Offer, you will be confirming that you have read these materials.

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

FORM OF NOTICE OF EXPIRATION OF EXCHANGE OFFER

To:	Eligible Participants
Date:	May 1, 2023
Subject:	Expiration of Exchange Offer

SCIENCE 37 HOLDINGS, INC. EXCHANGE OFFER

As of 11:59 p.m. Eastern Time on April 28, 2023, we closed Science 37 Holdings, Inc.’s Offer to Exchange Eligible Options for Restricted Stock Units (the “Exchange Offer”). If you were an eligible participant who properly elected to participate in the Exchange Offer by exchanging some or all of your eligible stock options (“Eligible Options”) and did so on or before the expiration of the Exchange Offer, you should have received an email confirming your participation in the Exchange Offer. Eligible Options properly tendered for exchange have been accepted for participation in the Exchange Offer and have been cancelled, and you no longer have any rights with respect to those Eligible Options. If you properly participated in the Exchange Offer, you have automatically been granted restricted stock units (“RSUs”) in exchange for the Eligible Options you tendered for exchange, in accordance with the terms and conditions of the Exchange Offer.

As described in the Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, you will receive award agreements for the RSUs that have been granted to you in exchange for your properly tendered and cancelled Eligible Options via your E*Trade account. The RSU awards will be loaded into E*Trade in the next couple of weeks, where you will be asked to log in and accept the terms and conditions of your new RSU award.

If you have any questions, please contact myequity@science37.com.

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

EX-99.(A)(1)(I)

Stock Option Exchange Program April 3, 2023 Exhibit (a)(1)(I)

Agenda • Stock Option Exchange Overview • Stock Option Eligibility • Exchange Details • Taxation Considerations • Example of Exchanges 2

Exchange Overview RSU refresher Stock Option Exchange Overview • Stock Options have been a key component of our long-term incentive program. We offer them broadly to all new hires and we still continue this practice today. The goal is to have all employees benefit from the future success of the company. • Unfortunately, at this time many employee stock option grants are “underwater” (meaning that our current stock price is below the initial grant price). • Science 37 is offering a voluntary opportunity to exchange eligible “underwater” stock options for Restricted Stock Units (RSUs). There is no obligation to take part in this offer. ▪ RSUs are granted at a price of $0.00 and vest without payment of any exercise price. Unlike options, as long as the current market value of Science 37 stock is above $0.01 then an RSU award will have value. ▪ Each RSU represents a contingent right to receive one share of Science 37 Holdings, Inc.'s common stock. After RSUs vest, you can then determine if you want to sell or hold the shares based on your investment objectives. ▪ If you participate in the exchange, your newly granted RSUs will require acceptance once they are loaded into E*Trade. Please note that the newly issued RSUs will have a new vesting schedule consisting of a 3-year vesfing period for all awards with ⅓ vesfing each year on the anniversary of the grant date 3

Stock Option Eligibility Exchange Offer Period: • The Exchange Offer will be open from April 3, 2023 through April 28, 2023, unless extended by Science 37 Holdings, Inc. Eligible Option Holders • The Exchange Offer is open to current employees, certain consultants and executive officers of Science 37 Holdings, Inc. and its subsidiaries who hold at least two outstanding eligible stock options (two and one-half for executives). • Executives, employees and consultants who have submitted a notice of resignation or termination or have been notified by Science 37 that their employment or service is being terminated at any time prior to the expiration of the exchange offer will not be eligible to participate in the exchange offer. • Employees outside the US are not eligible for this exchange offer. Eligible Option Awards must meet the following criteria • Eligible stock options include options granted from June 2021 through March 2022 with an exercise price at or above $9.06 per share. • You must exchange all shares within an option grant, but you do not need to exchange all grants Note: Once the exchange offer window closes on April 28th, all elections are final. 4

Exchange Details • Exchange Ratio o Science 37 has two ratios for exchanging an option award: 1. 2 options for 1 RSU – This applies to all employees and certain consultants at Science 37 other than the executive officers set forth in Category 2 below. 2. 2.5 options for 1 RSU – This applies to the following executive officers: David Coman, Jonathan Cotliar, Darcy Forman, Christine Pellizzari and Mike Zaranek. • Examples of an Exchange: • Vesting Details o If you participate in the exchange, any new RSU granted will be subject to a new vesting schedule regardless of whether the tendered options were vested or unvested. - Vesting schedule will be 1/3 per year on the anniversary of the grant date during the 3-year period following the grant date. - Grant Date will be April 28, 2023. 5

Taxation Considerations o The stock option for RSU exchange does not create a taxable event for the employee. The newly granted RSUs will have future tax implications as they vest. Please confer with your tax advisor as needed. 6

Screen Prints for Navigating the Aon Website • Initial login process: Direct URL for registration will be https://equitysolutions.aon.com/UWSO/Participant/Account/Register. You will need to provide the following registration code: [●] Use your work email address, or other email address as noted below, when registering for the Exchange Offer website The email should be your Science 37 email. If you are a consultant, you should use your personal email address 7

Screen Prints for Navigating the Aon Website Once you click Register, you will get the screen below. 8 You then need to go to your email and click the ‘here’ to confirm their email. If you do NOT receive an email, that means your email address is incorrect, and you should contact myequity@science37.com. Please also check your spam folder.

Screen Prints for Navigating the Aon Website After you click ‘here’, you will be brought to this screen: 9 You then need to ‘click here to log in’, enter your username (your Science 37 or other email address) and password that you just setup.

Screen Prints for Navigating the Aon Website Then you will be brought to the home page of the Exchange website. You can navigate this site and find helpful information like FAQs under the Document library 10

Screen Prints for Navigating the Aon Website When you select “My Options” it brings you to a listing of the options that are eligible for exchange as well as what they would exchange into at the conversion. 11 Review your grants and to the right you will want to select what awards you would like to exchange (or not)

Screen Prints for Navigating the Aon Website 12 The subsequent pages will walk you through the final steps to submit your request

Screen Prints for Navigating the Aon Website You must review the information and click on Confirm & Submit. This will trigger the confirmation email to be sent to your email on file. 13

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Speakers: Christine Pellizzari, Susan Eylward and Joe Fagan

April 3, 2023

Exchange Offer Script (SLIDE 1)

Hello, as you all know, I am Christine Pellizzari, Chief Legal and Human Resources Officer, and joining me today are Susan Eylward, Senior Corporate Counsel, and Joe Fagan our Director of Global Equity Compensation, and we are going to walk everyone through the stock option exchange offer. We believe stock ownership encourages employees to act like owners of the business by motivating us to work toward our collective goals and rewarding employees’ contributions by allowing them to benefit in the growth of Science 37. As you know, stock options are a key component of our incentive and retention compensation program, and we have historically offered them broadly to employees at Science 37, and so many employees have been impacted by the decline in the stock price.

Today, we are pleased to announce that Science 37 has launched an Option Exchange for eligible employees, certain consultants, and executive officers that will allow you to exchange certain “out of the money” stock options for restricted stock units (RSUs) . In the next several slides, Susan and Joe will explain what this could mean to you.

Please note that because of the strict regulations regarding this offering, we will not be able to answer questions at the end of the call, but we have provided comprehensive FAQs as well as other information that should help you decide if you want to participate in the offering. This information is available on the exchange offer website. We encourage you to discuss the offering with your financial planner or tax advisor.

Agenda: (SLIDE 2)

The agenda for today will be to review:

● An overview of the stock option exchange

● Stock Option Eligibility

● Exchange Details

● Taxation Considerations

● Show an Example of an Exchange

● And finally show some screen shots of the Exchange Offer website

Stock Option Exchange Overview (Slide 3)

● Exchange Overview

● As stated earlier, we are pleased to announce Science 37 has launched an Option Exchange for eligible employees, certain consultants and executive officers.

● Stock Options have been a key component of our long-term incentive program. We offer them broadly to all new hires and we still continue this practice today. The goal is to have all employees benefit from the future success of the company.

● Unfortunately, at this time many employee stock option grants are “underwater” (meaning that our current stock price is below the initial grant price).

● In light of our current stock price, our Board of Directors has considered how to better align our employee and shareholder interests to generate long term shareholder value.

● After much consideration, it was decided to offer eligible employees, certain consultants and executive officers the ability to exchange their eligible stock options, both vested and unvested, for new restricted stock units (RSUs).

● Science 37 is offering a voluntary opportunity to exchange eligible “underwater” stock options for Restricted Stock Units (RSUs). There is no obligation to take part in this offer.

● RSU Refresher

● As a quick RSU refresher for those who have not been granted RSUs in the past:

● RSUs are granted at a price of $0.00 and vest without requiring payment of any exercise price. As such, unlike options, as long as the current market value of Science 37 stock is above $0.01, then your RSU award will have value, subject to applicable vesting conditions.

● Each RSU represents a contingent right to receive one share of Science 37 Holdings, Inc.’s common stock. After RSUs vest, you can then determine if you want to sell or hold the shares based on your investment objectives.

● If you participate in the exchange, your newly granted RSUs will require acceptance once they are loaded into E*Trade.

● There is no obligation to participate in the Option Exchange. It is completely your choice. If you do not choose to participate in the Option Exchange, you will continue to hold your stock options.

● Please note that the newly issued RSUs will have a new vesting schedule: 3 year vesting period for all awards with ⅓ vesting each year on the anniversary of the grant date

● If you elect to participate in the Option Exchange, which can be done on a grant-by-grant basis, the stock options you elect to surrender will be canceled, replacement RSUs will be granted, and a new grant agreement will be provided through E*Trade.

Stock Option Eligibility (Slide 4)

● The Tender Offer window opened on April 3, 2023 and closes on April 28, 2023 at 11:59 EDT unless extended by Science 37.

● The Eligible option holders include:

● The Exchange Offer is open to current employees, certain consultants and executive officers of Science 37 Holdings, Inc. and its subsidiaries who hold at least two outstanding stock options (two and one-half for executives).

● Executives, employees and consultants who have submitted a notice of resignation or termination or have been notified by Science 37 that their employment or service is being terminated at any time prior to the expiration of the exchange offer will not be eligible to participate in the exchange offer.

● Employees outside the US are not eligible for this tender offer.

● The Eligible Option Awards

● Eligible stock options include options granted from June 2021 through March 2022 with an exercise price at or above $9.06 per share.

● You must exchange all shares within an option grant, but you do not need to exchange all of your grants.

● Please note that once the Exchange Offer window closes, which is currently scheduled for 11:59 p.m. ET on April 28^th all elections are final.

● This is a voluntary opportunity.

● You may participate on a grant-by-grant basis, but for each grant, your selection must be on an all-or-nothing basis.

Exchange Details - Ratios (Slide 5)

● Science 37 has two ratios for exchanging an option award:

● 2 options for 1 RSU – This applies to all employees and certain consultants at Science 37 other than the executive officers set forth in Category 2 below

● 2.5 options for 1 RSU – This applies to the following executive officers: David Coman, Jonathan Cotliar, Darcy Forman, Christine Pellizzari and Mike Zaranek

● In the example of the exchange with respect to an employee who is eligible for the 2 options for 1 RSU exchange, you can see on the first line a grant of 10,000 options priced at $10.05 per share (meaning Science 37 stock would need to be at a price of at least $10.06 for the award to have value) is then converted to 5,000 RSUs priced at $0.00. The newly granted RSUs have value, provided that such employee meets the vesting requirements.

● Vesting Details

● If you participate in the exchange, any new RSU grant will be subject to a new vesting schedule, regardless of whether the tendered options were vested or unvested.

● Vesting schedule will be 1/3 per year on the anniversary of the grant date during the 3-year period following the Grant Date.

● Grant Date will be April 28, 2023

Taxation Considerations: (Slide 6)

● The stock option for RSU exchange does not create a taxable event for the employee.  The newly granted RSUs will have future tax implications as they vest. Please confer with your tax advisor as needed.

We have worked with AON to create an option exchange website. This presentation, as well as the detailed instructions listed below, will be posted on the Confluence Equity Compensation Educational Resources page.

● Key Dates and Next Steps

● The Option Exchange opened Monday, April 3, 2023 and will be open until April 28, 2023 at 11:59 p.m., Eastern Time.

● During the week of May 22^nd, replacement RSU agreements will be available for acceptance in your E*Trade account.

● Conclusion

● The FAQs will be posted to the Exchange website and the Confluence equity page.

● Thank you for your time today and we recommend connecting with your Financial planner or tax advisor for guidance.

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

Science 37 Holdings, Inc.

Frequently Asked Questions About Offer to Exchange Eligible Options for Restricted Stock Units

What is the Offer to Exchange Eligible Options for Restricted Stock Units?

Since becoming public in October 2021, we have experienced a significant decline in our stock price. As a result, some of our employees and other service providers hold “underwater” stock options, with exercise prices that are higher than the current trading price of our common stock. The Offer to Exchange Eligible Options for Restricted Stock Units (the “Exchange Offer”) is designed to allow eligible employees and consultants to exchange such underwater options for a lesser number of RSUs.

Who is eligible to participate in the Exchange Offer?

The Exchange Offer is open to Eligible Participants. You are an “Eligible Participant” if: (i) you are a current executive officer (“Executive”), a current employee other than an Executive (“Employee”), or an eligible current consultant (“Consultant” and, together with Employees, “Service Providers”) of Science 37 Holdings, Inc. or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 Holdings, Inc. or such subsidiary that your employment or service is being terminated; (ii) on the expiration date of the Exchange Offer, you continue to be an Executive or Service Provider of Science 37 Holdings, Inc. or any of its wholly owned subsidiaries and have not submitted a notice of resignation or termination or been notified by Science 37 Holdings, Inc. or such subsidiary that your employment or service is being terminated; (iii) you are not serving as a non-employee director on the Company’s Board of Directors and you reside in the United States; and (iv) you hold at least two (2) Eligible Options (as defined below), if you are a Service Provider, and at least two and one-half (2.5) Eligible Options, if you are an Executive.

What options are eligible to be exchanged in the Exchange Offer?

A stock option eligible to be tendered in the Exchange Offer (an “Eligible Option”) is an outstanding stock option (including both non-qualified stock options and incentive stock options) that is: (i) held by an Eligible Participant on the date the Exchange Offer commences and continues to be held by an Eligible Participant through the expiration of the Exchange Offer (which is 11:59 p.m. Eastern Time, April 28, 2023, unless extended); (ii) was granted pursuant to the 2015 Stock Plan or the 2021 Incentive Award Plan between June 2021 and March 2022; and (iii) has a per share exercise price greater than or equal to $9.06. For the purposes of clarity, only unexercised stock options are considered to be outstanding.

Can I exchange some of my other options for RSUs?

No. Only the options indicated on the website for the Exchange Offer and as described as “Eligible Options” in this FAQ and the other Exchange Offer documents are eligible for this Exchange Offer.

If I choose to participate in the Exchange Offer, do I have to exchange all of my Eligible Options?

No. If you hold more than one Eligible Option grant, you may elect to participate in the Exchange Offer on a grant-by-grant basis, meaning that you will be allowed to tender for exchange one option grant without tendering for exchange any other grants. However, if you elect to exchange an Eligible Option grant, you must elect to exchange the entire Eligible Option grant (i.e., all of the unexercised stock options that are subject to that Eligible Option grant).

What is an RSU?

A restricted stock unit (“RSU”) represents a contingent right to receive one share of common stock of Science 37 Holdings, Inc. on future dates when the RSU vests, without requiring payment of any exercise price. We have general education materials on our Confluence website under the “Equity Compensation and Educational Resources” section that provides some helpful information on RSUs.

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How many RSUs will I receive if I exchange my Eligible Options?

One RSU will be granted in exchange for (i) two (2) options held by a Service Provider and (ii) two and one-half (2.5) options held by an Executive. Each RSU granted in the Exchange Offer will be granted under the 2021 Incentive Award Plan.

If I participate in the Exchange Offer, what is the vesting on the new RSUs?

One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date, which grant date will be the expiration date of the Exchange Offer (which is 11:59 p.m. Eastern Time, April 28, 2023, unless extended), subject to you remaining in continuous service with Science 37 Holdings, Inc. (or its subsidiaries or affiliates) on each applicable vesting date. Service Providers may not tender less than two (2) Eligible Options, and Executives may not tender less than two and one-half (2.5) Eligible Options.

If I exchange Eligible Options that have already vested, will any of the RSUs I receive also be vested?

No. All RSUs issued in the Exchange Offer will be subject to the new three-year vesting schedule, regardless of whether the tendered Eligible Options were vested or unvested (in whole or in part) at the time of exchange. For example, an Eligible Option that has a three-year vesting schedule that vested in equal installments on each of December 31, 2022, 2023 and 2024 would be exchanged for RSUs that would not be vested on the date of their grant and would instead vest as to one-third of the grant on each of the first, second and third anniversaries of the grant date of the RSUs.

Why are we exchanging options for RSUs?

Exchanging Eligible Options for a lesser number of new RSUs is consistent with our current compensation strategy, and we believe this exchange provides the best potential equity compensation value for employees and consultants with underwater options.

Why has the company decided on these particular terms for the exchange?

We are engaging in the Exchange Offer as part of our continued efforts to retain top tier talent, and in recognition that our employees and other service providers value their equity holdings in the company. We view equity as a meaningful component of our compensation philosophy and strive to remain competitive in our compensation offerings to employees and other service providers. We believe that providing Eligible Participants with the opportunity to exchange underwater stock options for a lesser number of RSUs is an important step in retaining and motivating our workforce. We recognize that underwater stock option grants have not delivered the value we hoped at the time they were granted, and the Exchange Offer provides Eligible Participants with the opportunity to decide whether it makes sense to exchange certain options and realign portions of their equity compensation with current market conditions.

What is the timeline of the Exchange Offer?

The Exchange Offer commenced April 3, 2023 and will expire April 28, 2023 at 11:59 p.m. Eastern Time, unless extended. If we extend the offering period, we will issue a press release, email or other communication disclosing the extension no later than 9:00 a.m. Eastern Time, on May 1, 2023 (the U.S. business day following the previously scheduled completion date).

We will strictly enforce the offering period. We reserve the right to reject any option tendered for exchange that we determine is not in the appropriate form or that we determine is unlawful to accept. Eligible Options properly tendered in the Exchange Offer and accepted by us for exchange will be cancelled at the expiration of the Exchange Offer, and your RSUs will be granted with the terms described above promptly following the expiration of the Exchange Offer.

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Do I have to participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. Any Eligible Options that you do not elect to tender for exchange will not be cancelled and will remain outstanding in accordance with their existing terms. We encourage you to submit an election, even if you elect not to exchange any of your Eligible Options.

We make no recommendation as to whether you should participate in the Exchange Offer. You must make your own decision whether to participate. You should speak with your financial, legal or tax advisors as necessary, before deciding whether to participate in the Exchange Offer.

How do I participate in the Exchange Offer?

Please take the time to educate yourself about the Exchange Offer by reviewing the resources and Offering Materials on the Exchange Offer website, available at https://equitysolutions.aon.com/UWSO/Participant/. If you choose to participate in the Exchange Offer, you must elect to do so through this website. To log into the website, please go to https://equitysolutions.aon.com/UWSO/Participant/. The first time you access the website, you will need to register for a new account and create a password. Your email address (which will also be your username) is your Science 37 Holdings, Inc. email address or other email that you provided to us. You will also need to provide the registration code previously emailed to you.

Please review the Exchange Offer website for more information and for instructions on how to elect to participate, change a prior election and withdraw your election before the end of the offering period. By making one or more elections in the Exchange Offer, you will be confirming that you have read these materials.

If I participate in the Exchange Offer, will I be taxed?

Generally, the exchange of Eligible Options should be treated as a non-taxable exchange, and no income tax should be recognized upon the grant of the RSUs for U.S. federal income tax purposes. There will, however, be income tax payable upon the vesting and settlement of your RSUs. We also will typically have a tax withholding obligation at the time your RSUs vest and settle. You may also have taxable capital gains or losses when you sell any shares issued in connection with the RSUs. Note that the tax treatment of RSUs differs significantly from the tax treatment of your Eligible Options, and, as a result of participating in the Exchange Offer, your tax liability could be higher than if you had kept your Eligible Options.

If I participate in the Exchange Offer, how will I receive my RSUs?

If you elect to participate in the Exchange Offer, you will receive an email from both Science 37 Holdings, Inc. and E*Trade that will direct you to go to E*Trade to review and accept your newly issued RSUs. The RSUs will be held at E*Trade.

Please note that it may take a few weeks from the expiration of the Exchange Offer for you to receive an email related to your RSUs and for the grant of RSUs to be reflected in your online E*Trade account. If your account has not been updated for the RSUs within a few weeks following the expiration of the Exchange Offer, please contact myequity@science37.com. You will receive the shares of common stock subject to your RSUs if and when your RSUs vest.

Who should I contact with questions?

If you have any questions, please email myequity@science37.com.

The Exchange Offer is being made pursuant to the terms and conditions set forth in Science 37 Holdings, Inc.’s Tender Offer Statement on Schedule TO and the exhibits attached thereto, including the Offer to Exchange and the Offering Memorandum, filed with the Securities and Exchange Commission, which are available free of charge at www.sec.gov or on the Exchange Offer website located at https://equitysolutions.aon.com/UWSO/Participant/. You should read these written materials carefully because they contain important information about the Exchange Offer, including risks related thereto.

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EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

SCIENCE 37 HOLDINGS, INC.

2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Science 37 Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Science 37 Holdings, Inc. 2021 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Participant:
Grant Date:	________________, 2023
Number of RSUs:
Vesting Schedule:	One-third of the RSUs (subject to such rounding conventions as maintained by the Company from time to time) shall vest on each of the first, second and third anniversaries of the Grant Date, subject to and conditioned upon the Participant’s continuous employment or other service with the Company or a Subsidiary from the Grant Date through each such vesting date.

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

SCIENCE 37 HOLDINGS, INC. PARTICIPANT

By:
Name:	[Participant name]
Title:

[Signature Page to Restricted Stock Unit Grant Notice]

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1  Award of RSUs(a). The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

1.2  Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan.

1.3  Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT

2.1  Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any).

2.2  Settlement.

(a)  RSUs that vest will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than sixty (60) days following the date on which the applicable RSU vests.

(b)  Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1    Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2    Tax Withholding.

(a)  Subject to Section 3.2(b), payment of the applicable withholding tax obligations with respect to the RSUs may be by any of the following, or a combination thereof, as determined by the Company in its sole discretion:

(i)  Cash, wire transfer of immediately available funds or check;

(ii)  By delivery of Shares, including Shares delivered by attestation, then-owned by Participant valued at their Fair Market Value on the date of delivery;

(iii)  By the Company’s withholding of Shares otherwise issuable in respect of the RSUs in satisfaction of any applicable withholding tax obligations, valued at their Fair Market Value on the applicable date;

(iv)  With the consent of the Administrator, by delivery of a promissory note or other property that the Administrator determines is good and valuable consideration; or

(v)  By any combination of (i) - (iv) above.

(b)  Unless the Company otherwise determines, payment of the withholding tax obligations with respect to the RSUs shall be by the Company’s withholding of Shares otherwise issuable in respect of the RSUs in satisfaction of any applicable withholding tax obligations, valued at their Fair Market Value on the applicable date.

(c)  The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a) or (b) above shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the minimum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, in accordance with Section 9.5 of the Plan.

(d)  Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary or affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary or affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries and affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.

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ARTICLE IV.
OTHER PROVISIONS

4.1   Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2   Clawback. The RSUs and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

4.3   Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Chief Legal Officer at the Company’s principal office or the Chief Legal Officer’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.4   Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.5   Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.6   Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.7   Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

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4.8   Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.9   Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

4.10   Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

4.11  Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or its Subsidiary or affiliate or interferes with or restricts in any way the rights of the Company and its Subsidiaries and affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary or affiliate and Participant.

4.12  Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

4.13  Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

* * * * *

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EX-99.(D)(2)

Exhibit (d)(2)

Science 37, Inc. 2015 Stock Plan

Notice Of Stock Option Grant (Installment Exercise)

The Optionee has been granted the following option to purchase shares of the Common Stock of Science 37, Inc.:

Name of Optionee:	[___]
Total Number of Shares:	[___]
Type of Option:	[___]
Exercise Price per Share:	$[___]
Date of Grant:	[___]
Date Exercisable:	[___]
Vesting Commencement Date:	[___]
Expiration Date:	[___]. This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as provided in Section 8(b) of the Plan.

By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and conditions of, the 2015 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 13 of the Stock Option Agreement includes important acknowledgements of the Optionee.

OPTIONEE:	SCIENCE 37, INC.
	By:
	Title:

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Science 37, Inc. 2015 Stock Plan:

Stock Option Agreement (Installment Exercise)

SECTION 1. Grant Of Option.

(a)Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

(b)$100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c)Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 14 hereof), capitalized terms shall have the meaning ascribed to such terms in the Plan.

SECTION 2. Right To Exercise.

(a)Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant.

(b)Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3. No Transfer Or Assignment Of Option.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. Exercise Procedures.

(a)Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by: (i) signing and delivering written notice to the Company pursuant to Section 12(c) specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of payment and (ii) delivering payment, in a form permissible under Section 5, for the full amount of the Purchase Price (together with any applicable withholding taxes under Subsection (b)). In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option.

(b) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax (including without limitation any income tax, social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s participation in the Plan and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant, vesting or exercise of this option, or as a result of the transfer of shares acquired upon exercise of this option, the Optionee, as a condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee acknowledges that the responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by the Company (or its affiliate or agent).

(c)Issuance of Shares. After satisfying all requirements for exercise of this option, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered into the books and records of the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares. The Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

SECTION 5. Payment For Stock.

(a)Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.

(b)Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.

(c)Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

SECTION 6. Term And Expiration.

(a)       Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).

(b)                Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i)The expiration date determined pursuant to Subsection (a) above;

(ii)The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii)The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option had become exercisable before the Optionee’s Service terminated. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s Service terminated. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying Shares.

(c)                Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i)The expiration date determined pursuant to Subsection (a) above; or

(ii)The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying Shares.

(d)Extension of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is first listed for trading on an established securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the exercise of this option would be prohibited solely because the issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of this option will instead remain outstanding and not expire until the earlier of (i) the expiration date determined pursuant to Section 6(a) above or (ii) the date on which the then-vested portion of this option has been exercisable without violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified in the applicable Subsection above.

(e)Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(f)Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i)More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii)More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii)More than three months after the date when the Optionee has been on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7. Right Of First Refusal.

(a)Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b)Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c)Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7.

(d)Termination of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e)Permitted Transfers. This Section 7 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f)Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

(g)Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8. Legality Of Initial Issuance.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a)It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b)Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(c)Any other applicable provision of federal, State or foreign law has been satisfied.

SECTION 9. No Registration Rights.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 10. Restrictions On Transfer Of Shares.

(a)Securities Law Restrictions. Regardless of whether the offer and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to refuse) to transfer Shares acquired hereunder (or Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the Securities Act or other relevant securities or other laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration.

(b)Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act.

(c)Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d)Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, including (if applicable because the Company is relying on Regulation S under the Securities Act) that as of the date of exercise the Optionee is (i) not a U.S. Person; (ii) not acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii) is not exercising the option in the United States.

(e)Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A LIMITED PERIOD FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

(f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g)Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 10 shall be conclusive and binding on the Optionee and all other persons.

SECTION 11. Adjustment Of Shares.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 8(b) of the Plan.

SECTION 12. Miscellaneous Provisions.

(a)Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b)No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c)Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or (iv) deposit with any internationally recognized express mail courier service. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d)Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(f)Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 13. Acknowledgements Of The Optionee.

In addition to the other terms, conditions and restrictions imposed on this option and the Shares issuable under this option pursuant to this Agreement and the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of First Refusal), 8 (Legality of Initial Issuance) and 10 (Restrictions on Transfer of Shares, including without limitation the Market Stand-Off), as well as the following provisions:

(a)Tax Consequences (No Liability for Discounted Options). The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

(b)Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents.

(c)No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company.

(d)Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she will be deemed to have waived any rights the Optionee might otherwise have had under Section 220 of the Delaware General Corporation Law (or under similar rights under other applicable law) to inspect for any proper purpose and to make copies and extracts from the Company’s stock ledger, a list of its stockholders and its other books and records or the books and records of any subsidiary. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have under other law or pursuant to a written agreement with the Company.

(e)Plan Discretionary. The Optionee understands and acknowledges that (i) the Plan is entirely discretionary, (ii) the Company and the Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company.

(f)Termination of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon termination of his or her Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

(g)Extraordinary Compensation. The value of this option shall be an extraordinary item of compensation outside the scope of the Optionee’s employment contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(h)Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan.

(i)Personal Data Authorization. The Optionee consents to the collection, use and transfer of personal data as described in this Subsection (i). The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold certain personal information regarding the Optionee for the purpose of managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The Optionee further understands and acknowledges that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and acknowledges that the recipients of Data may be located in the United States or elsewhere. The Optionee authorizes such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s participation in the Plan, including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection (i) by contacting the Company in writing.

SECTION 14. Definitions.

(a)“Agreement” shall mean this Stock Option Agreement.

(b)“Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c)“Company” shall mean Science 37, Inc., a Delaware corporation.

(d)“Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.

(e)“Optionee” shall mean the person named in the Notice of Stock Option Grant.

(f)“Plan” shall mean the Science 37, Inc. 2015 Stock Plan, as in effect on the Date of Grant.

(g)“Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(h)“Right of First Refusal” shall mean the Company’s right of first refusal described in Section 7.

(i)“Service” means service as an Employee, Outside Director or Consultant.

(j) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(k)“Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 7.

(l)“U.S. Person” shall mean a person described in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person, or any trust of which of any trustee is a U.S. Person.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Schedule TO-I

(Form Type)

Science 37 Holdings, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Table 1 – Transaction Valuation

	Transaction Valuation(1)	Fee Rate	Amount of Filing Fee(2)
Fees to Be Paid	$395,285	0.00011020	$43.56
Fees Previously Paid	$0.00		$0.00
Total Transaction Valuation	$395,285
Total Fees Due for Filing			$43.56
Total Fees Previously Paid			$0.00
Total Fee Offsets			$0.00
Net Fees Due			$43.56

(1) Estimated solely for purposes of calculating the amount for the filing fee. The calculation of the Transaction Valuation assumes that all outstanding stock options to purchase shares of the issuer’s common stock that may be eligible for exchange in the offer will be exchanged pursuant to the offer. This calculation assumes stock options to purchase an aggregate of 12,618,645 shares of the issuer’s common stock, having an aggregate value of $395,285 as of March 27, 2023, calculated based on a Black-Scholes option pricing model, will be exchanged or cancelled pursuant to this offer.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $110.20 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.011020% of the aggregate Transaction Valuation). The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.