X0306 4 2015-01-11 0 0001484565 Capnia, Inc. CAPN 0001614821 Anish Bhatnagar 3 TWIN DOLPHIN DRIVE, SUITE 160 REDWOOD CITY CA 94065 1 1 0 0 President and CEO No securities beneficially owned 0 D Employee Stock Option 1.80 2015-01-11 4 A 0 215125 0.00 A 2016-01-11 2025-01-11 Common Stock 215125 215125 D (1) Beginning on January 11, 2016, fifty percent (50%) of the shares subject to the Option shall vest immediately and one forty-eighth (1/48th) of the remaining shares subject to the Option shall vest monthly thereafter on the same day of the month as the date of grant, subject to Optionee's continuing to be a Service Provider on such dates; provided, however, that in the event that the Optionee's continuous status as a Service Provider is terminated by the Company without Cause (as defined below) within twelve months after a Change of Control (as defined below), 100% of the total number of shares that have not yet vested shall be immediately accelerate and vest immediately prior to such time. (Continued in Footnote 2) "Cause" shall mean the Optionee's repeated failure to perform his or her assigned duties or responsibilities as a Service Provider (other than a failure resulting from the Optionee's disability) after notice thereof from the Company describing the Optionee's failure to perform such duties or responsibilities; (ii) the Optionee engaging in any act of dishonesty, fraud or misrepresentation; (iii) the Optionee's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) the Optionee's breach of any confidentiality agreement or invention assignment agreement between the Optionee and the Company (or any affiliate of the Company); or (v) the Optionee being convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude. "Change of Control" shall have the meaning set forth in the Post-IPO Plan. /s/ David D. O'Toole, As Attorney-in-Fact 2015-01-13