Exhibit 10.16


 


PhaseRx,
Inc.


 


2006
STOCK PLAN


 


STOCK OPTION AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the 2006 Stock Plan shall have the same defined meanings in this Stock Option Agreement.


 


 I.           NOTICE OF STOCK OPTION GRANT




 





	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 




 


The undersigned Optionee
has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:


 





		Date of Grant:	 	 
	 	 	 	 
	 	Vesting Commencement Date:	 	 
	 	 	 	 
	 	Exercise Price per Share:	$	 
	 	 	 	 
	 	Total Number of Shares Granted:	 	 
	 	 	 	 
	 	Total Exercise Price:	$	 
	 	 	 	 
	 	Type of Option:	Incentive Stock Option / Nonstatutory Stock Option	 
	 	 	 	 
	 	Term/Expiration Date:	 	 




 



Vesting Schedule:


 


This Option shall be exercisable,
in whole or in part, according to the following vesting schedule:


 


[Vesting Schedule]


 




     


     


    

 


Termination Period:


 


This Option shall be exercisable
for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may
be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after
the Term/Expiration Date as provided above.


 


II.          AGREEMENT


 


A.           Grant
of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”),
an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise
price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions
of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.


 


If designated in the Notice
of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option
as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d),
this Option shall be treated as a Nonstatutory Stock Option (“NSO”).


 


B.           Exercise
of Option.


 


1.          Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Grant and with the applicable provisions of the Plan and this Option Agreement.


 


2.          Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect
to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.


 


No Shares shall be issued
pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.


 


C.           Optionee’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time
this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion
of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.


 




    	 	- 2 - 	 



     


    

 


D.           Lock-Up
Period. Optionee hereby agrees that Optionee shall not offer, pledge, 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, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other
period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication
or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the
restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).


 


Optionee agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the
foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative
of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such
request, such information as may be required by the Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations
described in this section D shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form
S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction
on Form S-4 or similar forms that may be promulgated in the future. 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 said one hundred eighty
(180) day (or other) period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall
be bound by this section D.


 


E.           Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Optionee:


 


1.          cash
or check;


 


2.          consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


3.          surrender
of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned
by the Optionee, and not subject to a substantial risk of forfeiture, for more than six (6) months on the date of surrender, and
(ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.


 


F.           Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 




    	 	- 3 - 	 



     


    

 


G.           Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


H.           Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.


 


I.             Tax
Obligations.


 


1.          Withholding
Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining
Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable
to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver
Shares if such withholding amounts are not delivered at the time of exercise.


 


2.          Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date
of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing
of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation
income recognized by the Optionee.


 


J.            Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive
laws but not the choice of law rules of Washington.


 


K.           No
Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


 




    	 	- 4 - 	 



     


    

 


Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of
the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the
residence address indicated below.


 


	Optionee:	 	PhaseRx, Inc.
	 	 	 
	 	 	By:	 
	 	 	 	Robert Overell
	 	 	 	President and Chief Executive Officer
	Residence Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	- 5 - 	 



     


    

 


EXHIBIT A


 


2006
STOCK PLAN


 


EXERCISE NOTICE


 


PhaseRx, Inc.


410 W. Harrison Street, Suite 300


Seattle, WA 98119


Attention: President


 


1.          Exercise
of Option. Effective as of today, _____________, _____, the undersigned (“Optionee”) hereby elects to exercise
Optionee’s option to purchase ____________________ shares of the Common Stock (the “Shares”) of PhaseRx,
Inc. (the “Company”) under and pursuant to the 2006 Stock Plan (the “Plan”) and the
Stock Option Agreement dated _________________ (the “Option Agreement”).


 


2.          Delivery
of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement,
and any and all withholding taxes due in connection with the exercise of the Option.


 


3.          Representations
of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.


 


4.          Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee
as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a
dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the
Plan.


 


5.          Company’s
Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as
the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company
or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5
(the “Right of First Refusal”).


 


(a)          Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company
or its assignee(s).


 




     


     


    

 


(b)          Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.


 


(c)          Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s)
under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent
value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(d)          Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee,
to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at
the times set forth in the Notice.


 


(e)          Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares
to that Proposed Transferee at the Offered Price or at a higher price; provided that such sale or other transfer is consummated
within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable
securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall
again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 


(f)          Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any
or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s
immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this
Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father,
mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms
of this Section 5.


 


(g)          Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale
of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.


 




    	 	- 2 - 	 



     


    

 


6.          Tax
Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase
or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable
in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.


 


7.          Restrictive
Legends and Stop-Transfer Orders.


 


(a)          Legends.
Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S)
AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED
AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE
SHARES.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS 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.


 


(b)          Stop-Transfer
Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)          Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 




    	 	- 3 - 	 



     


    

 


8.          Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors
and assigns.


 


9.          Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


 


10.         Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of Washington.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice will continue in full force and effect.


 


11.         Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement
and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee.


 


	Submitted by:	 	Accepted by:
		 	 
	OPTIONEE:	 	PhaseRx, Inc.
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	Residence Address:	 	Title:	 
	 	 	 	 
	 	 	Address:
	 	 	 
	 	 	410 W. Harrison Street, Suite 300
	 	 	Seattle, WA  98119
	 	 	 
	 	 	 
	 	 	Date
    Received


 




    	 	- 4 - 	 



     


    

 


EXHIBIT B


 


INVESTMENT REPRESENTATION STATEMENT


 





	OPTIONEE:	 	 
	 	 	 
	COMPANY:	PhaseRx, Inc.	 
	 	 	 
	SECURITY:	COMMON STOCK	 
	 	 	 
	AMOUNT:	 	 
	 	 	 
	DATE:	 	 




 


In connection with the
purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:


 


(a)          Optionee
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment
for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)          Optionee
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act
and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities
must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration
is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities.
Optionee understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable
state securities laws.




     


     


    

 


(c)          Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof,
in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies
under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under
the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified
by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction”
or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and,
in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of
Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the
timely filing of a Form 144, if applicable.


 


In the event that the Company
does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances
subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the
date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning
of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds
the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.


 


(d)          Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their
own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in
such event.


 


	 	OPTIONEE:
	 	 
	 	 
	 	 
	 	 
	 	Date


 








    	 	- 2 -