X0306 4 2017-07-27 0 0001124140 EXACT SCIENCES CORP EXAS 0001689757 Elliott Jeffrey Thomas C/O EXACT SCIENCES CORP. 441 CHARMANY DRIVE MADISON WI 53719 0 1 0 0 Chief Financial Officer Common Stock 2017-05-01 5 A 0 E 1111 13.26 A 1111 D Common Stock 472 I Held in 401(K) Account Stock Option (right to buy) 21.68 2017-07-27 4 A 0 65000 0.00 A 2018-02-23 2027-02-23 Common Stock 65000 65000 D Restricted Stock Units 2017-07-27 4 A 0 37200 0.00 A Common Stock 37200 37200 D Represents shares of common stock purchased through Employee Stock Purchase Plan. This option award was granted by the Compensation Committee of the Board of Directors of Exact Sciences Corporation (the "Company") on February 23, 2017, contingent upon stockholder approval of Amendment No. 1 to the Company's 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective April 28, 2015) (the "Plan Amendment"). The Company's stockholders approved the Plan Amendment at the Company's 2017 Annual Meeting of Stockholders on July 27, 2017. These options vest and become exercisable in four equal annual installments beginning on February 23, 2018. Each restricted stock unit represents a contingent right to receive one share of common stock. This restricted stock unit award was granted by the Compensation Committee of the Company's Board of Directors on February 23, 2017, contingent upon stockholder approval of the Plan Amendment. The Company's stockholders approved the Plan Amendment at the Company's 2017 Annual Meeting of Stockholders on July 27, 2017. These restricted stock units vest in four equal annual installments beginning on February 23, 2018. /s/ Jeffrey T. Elliott by Mark R. Busch, attorney-in-fact 2017-07-28