EX-10.2



 Exhibit 10.2 

CHIASMA, INC. 
 2008 STOCK
INCENTIVE PLAN 
 1. Purpose 
 The
purpose of this 2008 Stock Incentive Plan (the “Plan”) of Chiasma, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract,
retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such
persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest as determined by the Board of Directors of the Company (the “Board”). 
 2.
Eligibility 
 All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options,
restricted stock, restricted stock units (“RSUs”) and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a “Participant”. 

3. Administration and Delegation 
 (a)
Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it
shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and
binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in
good faith. 
 (b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its
powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in
Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers. 







 (c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers
under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by
Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). 

4. Stock Available for Awards 
 (a)
Number of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 500,000 shares (after giving effect to the 1,000-into-l reverse stock split approved by the Board in May 2008) of common stock, $0.01
par value per share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having been frilly exercised, is. forfeited in whole or in part (including as the result of shares of Common
Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan.
However, in the case of Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code, Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares. 
 (b) Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such
terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required
by reason of Section 422 and related provisions of the Code. 
 5. Stock Options 

(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of
Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers
necessary or advisable. Unless otherwise determined by the Board, an Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”. 

  
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 (b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Chiasma, Inc., any of Chiasma, hit’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by
the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option. 
 (c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option agreement. The exercise price shall be not less than 100% of the Fair Market Value (as defined below) on the date the
Option is granted. 
 (d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and
conditions as the Board may specify in the applicable option agreement. 
 (e) Exercise of Option. Options may be exercised by
delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise. 

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

 (1) in cash or by check, payable to the order of the Company; 

(2) when the Common Stock is registered under the Exchange Act, except as may otherwise be provided in the applicable option agreement, by
(i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the
Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

(3) when the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved by
the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market
Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be
established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; 

  
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 (4) to the extent permitted by applicable law and provided for in the applicable option agreement
or approved by the Board, in its sole discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

 (5) by any combination of the above permitted forms of payment. 

6. Restricted Stock: Restricted Stock Units 

(a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject
to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by
the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the
recipient to receive .shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

 (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock
Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. 
 (c) Additional Provisions
Relating to Restricted Stock. 
 (1) Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary
cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided, by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common
Stock other than an ordinary cash dividend, the shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. 

(2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be
deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no
longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant m the event of
the Participant’s death (the “Designated Beneficiary”). In the absence of an effective- designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate. 

7. Other Stock-Based Awards 
 Other
Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, 

  
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may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation stock appreciation rights (“SARs”) and Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a
Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other
Stock-Based Award, including any purchase price applicable thereto. 
 8. Adjustments for Changes in Common Stock and Certain Other Events 

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award,
and (iv) the terms of each other outstanding Award shall he equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the
event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 

(b) Reorganization Events. 

(1) Definition. A “Reorganization Event” shall mean: (i) any merger or consolidation of the Company with or into another
entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any exchange of all of the Common Stock of the Company for cash,
securities or other property pursuant to a share exchange transaction or (iii) any liquidation or dissolution of the Company. 
 (2)
Consequences of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding
Awards other than Restricted Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to a Participant, provide that the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant within a specified
period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or 

  
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deliverable, or restrictions applicable to an Award shall lapse: in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms
of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the
excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s Awards (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price
of all such outstanding Awards and any applicable tax withholdings, in exchange for the termination of such Awards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive
liquidation proceeds (if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 8(b), the Board shall not be
obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. 
 For purposes of
clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation
of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the
Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received
upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event. 
 (3) Consequences of a Reorganization Event on Restricted Stock
Awards. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the
Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary
in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or
satisfied. 

  
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 9. General Provisions Applicable to Awards 

(a) Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

 (b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine.
Each Award may contain terms and conditions in addition to those set forth in the Plan. 
 (c) Board Discretion. Except as otherwise
provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. 

(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of
employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian
or Designated Beneficiary, may exercise rights under the Award. 
 (e) Withholding. The Participant must satisfy all applicable
federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a
broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same
time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares
of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to
satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 

  
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 (f) Amendment of Award. 

(1) The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the
same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines
that the action, taking into account any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 8 hereof. 

(2) The Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share
that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without stockholder approval, cancel any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new
Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award. 

(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 

(h) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of
some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 
 10. Miscellaneous 

(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan: except as expressly provided in the applicable Award. 
 (b) No Rights As
Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares. 
 (c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is
adopted by the Board. No Awards shall be granted under the Plan after the expiration 

  
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of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously
granted may extend beyond that date. 
 (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion
thereof at any time; provided that if at any tune the approval of the Company’s stockholders is required as to any modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options,
the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 10(d) shall apply to, and be binding on the holders
of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Plan. 

(e) Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans or procedures under the Plan for
purposes of satisfying applicable blue sky. securities or tax laws of various jurisdictions or to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit
or other matters. The Board shall establish such sub-plans by adopting supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional
terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within
the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement. 

(f) Compliance with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with
Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an
Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board. 

(g) Currency Exchange Rates. Except as otherwise determined by the Board, all monetary values with respect to Awards, including without
limitation the Fair Market Value, the exercise price and issue price, shall be stated in United States Dollars. In the event that any such amount is in fact to be paid in any other currency, the exchange rate shall be the last known representative
rate of the United States Dollar to such other currency on the date of payment. 
 (h) Governing Law. The provisions of the Plan and
all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other
than such state. 

  
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 CHIASMA, INC. 

2008 STOCK INCENTIVE PLAN 

SUB-PLAN FOR PARTICIPANTS IN ISRAEL 
 This
Sub-Plan (the “Sub-Plan”) is a supplement to the 2008 Stock Incentive Plan (the “Plan”) for purposes of all Awards granted under the Plan to Participants who are subject to Israeli taxation. This Sub-Plan shall
apply to all Awards that the Board determines shall be governed by the Sub-Plan. 
 1. Definitions 

As used herein, the following terms shall have the meanings set forth below, unless the context clearly indicates to the contrary. All capitalized terms, to
the extent not defined herein, shall have the meanings set forth in the Plan. 
  

	1.1	“Affiliated Company,” for purposes of eligibility under the Sub-Plan shall mean the Company’s present or future parent or subsidiary corporations, provided however that in the event of any other
business venture, such other business venture shall be an “employing company” within the meaning of such term in Section 102 of the Ordinance. 

  

	1.2	“Fair Market Value” — solely for the purposes of 102 Trustee Awards, if and to the extent Section 102 prescribes a specific mechanism for determining the Fair Market Value of the Awards, then
notwithstanding Section 5(c) of the Plan, the Fair Market Value of 102 Trustee Awards shall be as prescribed in Section 102, if applicable. 

  

	1.3	“102 Non-Trustee Award” — an Award granted in accordance with and pursuant to Section 102, not through a Trustee. 


 

	1.4	“3(i) Award” — an Award granted pursuant to Section 3(i) of the Ordinance. 

  

	1.5	“Ordinance” — the Israeli Income Tax Ordinance [New Version], 1961, and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and
regulations. 

  

	1.6	“Restricted Period” — as defined in Section 4.3 below. 

  

	1.7	“Section 102” — Section 102 of the Ordinance and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and regulations.


  

	1.8	“Trustee” — the trustee designated or replaced by the Company and/or applicable Affiliated Company for the purposes of the Plan and approved by the Israeli tax authorities, pursuant to and in
accordance with the provisions of Section 102. 

  

	1.9	“102 Trustee Award” — an Award granted through a Trustee in accordance with and pursuant to Section 102, 








 2. General 
  

	2.1	The purpose of this Sub-Plan is to establish certain rules and limitations applicable to Awards granted to Participants, the grant of an Award to whom (or the exercise/issuance thereof by whom) is subject to taxation by
the Israeli Income Tax (“Israeli Participants”), in order that such Awards may comply with the requirements of Israeli Law, including, if applicable, Section 102. 


 

	2.2	The Plan and this Sub-Plan are complementary to each other and shall be read and deemed as one. hi the event of any contradiction, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the
provisions of this Sub-Plan shall prevail with respect to Awards granted to Israeli Participants. 

  

	2.3	Awards may be granted under this Sub-Plan in one of the following tax tracks, at the Company’s discretion and subject to applicable restrictions or limitations as provided in applicable law, including without
limitation any applicable restrictions and limitations in Section 102 regarding the eligibility of Participant to each of the following tax tracks, based on their capacity and relationship towards the Company: 


 

	 	(i)	102 Trustee Awards — in such tax track as determined in accordance with the Election; or 

  

	 	(ii)	102 Non-Trustee Awards; or 

  

	 	(iii)	3(i) Awards. 

 For avoidance of doubt, the designation of Awards to any of the above tax tracks
shall be subject to the terms and conditions set forth in Ordinance. 
  

	2.4	Each Participant shall be required to execute, in addition to the Award Agreement, any and all other documents required by the Company or any Affiliated Company, whether before or after the grant of the Awards
(including without limitation any customary documents and undertakings towards the Trustee, if applicable, and/or any tax authorities). Notwithstanding anything to the contrary in the Plan or in this Sub-Plan, no Award shall be deemed granted unless
all documents required by the Company or any Affiliated Company to be signed by the Participant prior to or upon the grant of such Award, shall have been duly signed and delivered to the Company or such Affiliated Company, 


3. Administration 
 Without derogating from the
powers and authorities of the Board detailed in the Plan, the Board shall have the full and final power and, in its discretion, without the need for shareholders’ approval, unless such approval is required to comply with applicable laws, to
administer this Sub-Plan and to take all actions related hereto and to such administration, including without limitation the performance, from time to time and at any time, of any and all of the following: 

 

	3.1	the determination of the specific tax track (as described in Section 2.3 above) in which the Awards are to be issued. 

  

	3.2	the Election; 

  

	3.3	the appointment of the Trustee; 


  
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	3.4	the adoption of forms of Awards Agreements, to be applied with respect to Israeli Participants, incorporating and reflecting, inter alia, relevant provisions regarding the grant of Awards in accordance with this
Sub-Plan, and the amendment or modification from time to time of the terms thereof 

 4. 102 Trustee Awards 

4.1 Grant in the Name of Trustee: 

Notwithstanding anything to the contrary in the Plan, 102 Trustee Awards granted hereunder shall be granted to, and if applicable the Common
Stock, issued pursuant to the exercise thereof (including bonus shares), issued to, the Trustee, and they shall be registered in the name of the Trustee, who shall hold them in trust until such time as they are released by the transfer or sale
thereof by the Trustee, in the case the requirements of Section 102 for 102 Trustee Awards are not met, than the 102 Trustee Awards may be regarded as 102 Non-Trustee Awards, all in accordance with the provisions of Section 102. 

Notwithstanding anything to the contrary in the Plan, the Date of Grant of a 102 Trustee Awards shall be the date determined by the Board to be
the effective date of the grant of the 102 Trustee Awards to a Participant, or, if the Board has not determined such effective date, the date of the resolution of the Board approving the grant of such Award, which in the case of 102 Trustee Awards
shall not be before the lapse of 30 days from the date upon which the Plan is first submitted to the relevant Israeli Tax Authorities. 
 4.2
Exercise of 102 Trustee Awards: 
 Unless other procedures shall be determined from time to time by the Board and notified to
the Participant, the mechanism of exercising vested 102 Trustee Awards shall be in accordance with the provisions of the Plan, except that any notice of exercise of 102 Trustee Award shall be made in such form and method in compliance with the
provisions of Section 102 and shall also be delivered in copy to the authorized representative of the Affiliated Company with which the Participant is employed and/or engaged, if applicable, and to the Trustee. 

4.3 Restrictions on Transfer: 
  

	 	(a)	102 Trustee Awards and if applicable the Common Stock issued pursuant to the exercise thereof, and all rights attached thereto (including bonus shares), shall be held by the Trustee for such period of time as required
by the provisions of Section 102 applicable to Awards granted through a Trustee in the applicable tax track, as per the Election (the “Restricted Period”), 


 

	 	(b)	 Subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, the Israeli Participant
shall provide the Company and the Trustee with a written undertaking and confirmation under which the Israeli Participant confirms that he/she is aware of the provisions of Section 102 and the Elected tax track and agrees to the provisions of
the Trust Note between the Company and the Trustee, and undertakes not to release, by sale or transfer, the 102 Trustee Award, and the Common Stock issued pursuant to the exercise of Options and/or Restricted Stock or Restricted Stock Units, and all




  
 -3- 









	 	
rights attached thereto (including bonus shares) prior to the lapse of the Restricted Period. The Israeli Participant shall not be entitled to sell or release from trust the 102 Trustee Award,
nor the Common Stock issued pursuant to the exercise thereof, nor any right attached thereto (including bonus shares), nor to request the transfer or sale of any of the same to any third party, before the lapse of the Restricted Period.
Notwithstanding the above, if any such sale or transfer occurs during the Restricted Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and
shall be borne by such Israeli Participant. 

  

	 	(c)	Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the applicable Award Agreement and applicable law, the Trustee shall not release, by sale or transfer,
the Common Stock issued pursuant to the exercise of the 102 Trustee Awards, and all rights attached thereto (including bonus shares) to the Israeli Participant or to any third party to whom the Israeli Participant wishes to sell them (unless the
contemplated transfer is by will or laws of descent) unless and until the Trustee has either (i) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (ii) received confirmation either that such
payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company and the Trustee. For the removal of doubt, it is clarified that the Trustee may release by sale or transfer
to a third party only the Common Stock issued pursuant to the exercise of Options and/or Restricted Stock or Restricted Stock Units (and not Awards). 


4.4 Rights as Stockholder: 
 Without
derogating from the provisions of the Plan, it is hereby further clarified that with respect to Common Stock issued pursuant to the exercise of 102 Trustee Awards, as long as they are registered in the name of the Trustee, the Trustee shall be the
registered owner of such shares of stock. 
 4.5 Bonus Shares: 

All bonus shares to be issued by the Company, if any, with regard to Common Stock issued pursuant to the exercise of 102 Trustee Awards, while
held by the Trustee, shall be registered in the name of the Trustee; and all provisions applying to such Common Stock shall apply to bonus shares issued by virtue thereof, if any, mutatis mutandis. Said bonus shares shall be subject to the
Restricted Period of the Common Stock by virtue of winch they were issued. 
 4.6 Voting: 

Without derogating from the provisions of Section S below, with respect to Common Stock of 102 Trustee Awards, such Common Stock shall be
voted in accordance with the provisions of Section 102. 

  
 -4- 








 4.7 Conditions of Issuance: 

Without derogating from the provisions of the Plan, and in addition thereto, the arrangements with the tax authorities referred to therein
shall, in the event of 102 Trustee Awards also need to be satisfactory to the Trustee. 
 5. 102 Non-Trustee Awards 

 

	5.1	102 Non-Trustee Awards granted hereunder shall be granted to, and the Common Stock issued pursuant to the exercise thereof, issued to, the Israeli Participant. 


 

	5.2	Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the applicable Award Agreement and applicable law, the Common Stock issued pursuant to the exercise of
the 102 Non-Trustee Awards, and all rights attached thereto (including bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if
any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company. 


 

	5.3	An Israeli Participant to whom 102 Non-Trustee Awards are granted must provide, upon termination of his/her employment, a surety or guarantee to the satisfaction of the Company, to secure payment of all taxes which may
become due upon the future transfer of his/her Common Stock to be issued upon the exercise of his/her outstanding 102 Non-Trustee Awards, all in accordance with the provisions of Section 102. 


6. 3(i) Awards 
  

	6.1	3(i) Awards granted hereunder shall be granted to, and the Common Stock issued pursuant thereto issued to, the Israeli Participant. 


 

	6.2	Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the applicable Award Agreement and applicable law, the Common Stock issued pursuant to the exercise of
the 3(i) Awards, and all rights attached thereto (including bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or
(b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company. 


 

	6.3	The Company may require, as a condition to the grant of the 3(i) Awards, that an Israeli Participant to whom 3(i) Awards are to be granted, provide a surety or guarantee to the satisfaction of the Company, to secure
payment of all taxes which may become due upon the future transfer of his/her Common Stock to be issued upon the exercise of his/her outstanding 3(i) Awards. 


7. Tax Consequences 
 Without
derogating from and in addition to any provisions of the Plan, any and all tax and/or other mandatory payment consequences arising from the grant or exercise of Options and/or issuance of Restricted Stock or Restricted Stock Units, the payment for
or 

  
 -5- 








 
the transfer or sale of Common Stock, or from any other event or act in connection therewith (including without limitation, in the event that the Awards do not qualify under the tax
classification/tax track in which they were intended) whether of the Company, any Affiliated Company, the Trustee or the Israeli Participant, shall be borne solely by the Israeli Participant. The Company, any applicable Affiliated Company, and the
Trustee, may each withhold (including at source), deduct and/or set-off, from any payment made to the Participant, the amount of the taxes and/or other mandatory payments the of which is required with respect to the Awards and/or Common Stock
Furthermore, each Israeli Participant shall indemnify the Company, any applicable Affiliated Company and the Trustee, or any one thereof, and to hold them harmless from any and all liability for any such tax and/or other mandatory payments or
interest or penalty thereupon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax and/or other mandatory payments from any payment made to the Israeli Participant. 

Without derogating from the aforesaid, each Israeli Participant shall provide the Company and/or any applicable Affiliated Company with any
executed documents, certificates and/or forms that may be required from time to time by the Company or such Affiliated Company in order to determine and/or establish the tax liability of such Israeli Participant. 

Without derogating from the foregoing, it is hereby clarified that the Israeli Participant shall bear and be liable for all tax and other
consequences in the event that his/her 102 Trustee Awards and/or the Common Stocks issued pursuant to the exercise thereof are not held for the entire Restricted Period, all as provided in Section 102. 

The Company and or when applicable the Trustee shall not be required to release any share certificate to a Participant until all required
payments have been fully made. 
 8. Currency Exchange Rates 

Except as otherwise determined by the Board, all monetary values with respect to Awards granted pursuant to this Sub-Plan, including without
limitation the Fair Market Value, the exercise price of any Option and the issue price of any Restricted Stock or Restricted Stock Unit, shall be stated in United States Dollars, hi the event that the exercise price/issued price is in fact to be
paid in New Israeli Shekels, at the sole discretion of the Board, the conversion rate shall be the last known representative rate of the United States Dollars to the New Israeli Shekels on the date of payment. 

9. Subordination to the Ordinance 
  

	9.1	It is clarified that the grant of the 102 Trustee Awards hereunder is subject to the approval by the applicable tax authorities of the Plan, this Sub-Plan and the Trustee, in accordance with Section 102.


  

	9.2	Any provisions of the Section 102 or Section 3(i) of the Ordinance and/or any of the rules or regulations promulgated thereunder, which is not expressly specified in the Plan or in the applicable Award
Agreement, including without limitation any such provision which is necessary in order to receive and/or to keep any tax benefit, shall be deemed incorporated into this Sub-Plan and binding upon the Company, and applicable Affiliated Company and the
Israeli Participant. 


  
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	9.3	With regards to 102 Trustee Award, the provisions of the Plan and/or this Sub-Plan and/or the Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the
said provisions and permit shall be deemed an integral part of the Plan and of this Sub-Plan and of the Award Agreement. 

  

	9.4	The Awards, the Plan, this Sub-Plan and any applicable Awards Agreements are subject to the applicable provisions of the Ordinance, which shall be deemed an integral part of each, and which shall prevail over any term
that is inconsistent therewith. 


  
 -7- 








 CHIASMA, INC. 

Incentive Stock Option Agreement 

Granted Under 2008 Stock Incentive Plan 
  

	1.	Grant of Option. 

 This agreement evidences the grant by Chiasma, Inc., a Delaware
corporation (the “Company”), on             , 200[    ] (the “Grant Date”) to
[            ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2008 Stock
Incentive Plan (the “Plan”), a total of [                ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company
(“Common Stock”) at $[            ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[                ] (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms. 
  

	2.	Vesting Schedule. 

 This option will become exercisable (“vest”) as to [25]% of
the original number of Shares on the first anniversary of the Grant Date and as to an additional [2.0833]% of the original number of Shares at the end of each successive [month] following the first anniversary of the Grant Date until the [fourth]
anniversary of the Grant Date. 
 The right of exercise shall be cumulative so that to the extent the option is not exercised in any period
to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof
or the Plan. 
  

	3.	Exercise of Option. 

 (a) Form of Exercise. Each election to exercise this option
shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 
 (b)
Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since
the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 







 (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date),
provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation. 
 (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within
the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this
option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for
Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the
termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the
delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such
termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance
agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by
the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company
determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 
  

	4.	Company Right of First Refusal. 

 (a) Notice of Proposed Transfer. If the
Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first
give 

  
 18 








 
written notice of the proposed transfer (the “Transfer Notice”), to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the
Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer. 

(b) Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase
all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant
within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company,
duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company
shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may
pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase
the Offered Shares. 
 (c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the
Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee,
provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this
Section 4 shall remain subject to the right of first refusal set forth in this. Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be
bound by all of the terms and conditions of this Section 4. 
 (d) Consequences of Non-Delivery. After the time at which the
Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to
exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares. 

(e) Exempt Transactions. The following transactions shall.be exempt from the provisions of this Section 4: 

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the
“Securities Act”); and 

  
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 (3) the sale of all or substantially all of the outstanding shares of capital stock of the
Company (including pursuant to a merger or consolidation); 
 provided, however, that in the case of a transfer pursuant to clause
(1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee
shall be bound by all of the terms and conditions of this Section 4. 
 (f) Assignment of Company Right. The Company may assign
its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 
 (g)
Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events: 
 (1) the closing of
the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or 

(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger,
consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such
transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in
such transaction). 
 (h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its
books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares
shall have been so sold or transferred. 
 (i) Legends. The certificate representing Shares shall bear a legend substantially in the
following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities): 

“The shares represented by this certificate are subject to a right of first refusal in favor of the Company, as provided in a certain
stock option agreement with the Company.” 
  

	5.	Agreement in Connection with Initial Public Offering. 

 The Participant agrees, in connection with the
initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, 

  
 20 








 
or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of-the Company or (b) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or
otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional
34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement
reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject
to the foregoing restriction until the end of the “lock-up” period. 
  

	6.	Tax Matters. 

 (a) Withholding. No Shares will be issued pursuant to the exercise
of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the
Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 
  

	7.	Nontransferability of Option. 

 This option may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the
Participant. 
  

	8.	Provisions of the Plan. 

 This option is subject to the provisions of the Plan (including
the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 

  
 21 








 IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by
its duly authorized officer. This option shall take effect as a sealed instrument. 
  

			
	CHIASMA, INC.


 
			
		
	By:		  



 
			
		
	Name:		  



 
			
		
	Title:		  




  
 22 








 PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company’s 2008 Stock Incentive Plan. 
  

			
	PARTICIPANT:


 
			
	
	  

		
	Address:		  

		
			  




  
 23