Exhibit 10.7


 


MOSAIC IMMUNOENGINEERING INC.


2020 OMNIBUS INCENTIVE PLAN


 


NOTICE OF NON-QUALIFIED STOCK OPTION


 


Mosaic ImmunoEngineering
Inc., a Delaware corporation (the “Company”) grants to you the following Non-Qualified Stock Option to purchase Shares
of the common stock of the Company, par value $0.00001 per share, pursuant to the Company’s 2020 Omnibus Incentive Plan (the
“Plan”) and the attached Non-Qualified Stock Option Award Agreement (the “Award Agreement”):


 


 


	Participant:	[insert name]




 


	Total Number of Shares:	[insert number of shares]




 


	Date of Grant:	[insert date]




 


	Option Price per Share:	[insert Fair Market Value as of Date of Grant]




 


	Vesting Commencement Date:	[insert Vesting Commencement Date]




 


	Vesting Schedule:	[insert Vesting Schedule]




 


	Final Exercise Date:	[insert Final Exercise Date]. The Option may expire earlier pursuant to Section 2 of the Award Agreement if the Participant’s
relationship with the Company is terminated, or pursuant to Section V of the Plan.




 


 


 


 


 


 


 


 


 


 


 


 






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MOSAIC IMMUNOENGINEERING INC.

2020 OMNIBUS INCENTIVE PLAN


 


Non-Qualified Stock Option Award Agreement


 


Dear [insert name],


 


On [insert date], the Committee approved
a grant of a Non-Qualified Stock Option (the “Option”) to you to purchase Shares of common stock of Mosaic ImmunoEngineering
Inc. (the “Company”) pursuant to the Mosaic ImmunoEngineering Inc. 2020 Omnibus Incentive Plan (the “Plan”).
The Option shall constitute and be treated at all times by you and the Company as a “non-qualified stock option” for
Federal income tax purposes and shall not constitute and shall not be treated as an “incentive stock option” as defined
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined in
this Award Agreement shall have the meaning set forth in the Plan and the attached Notice of Non-Qualified Stock Option (the “Notice”).


 


You are hereby granted an Option to purchase
[insert number] Shares of common stock of the Company at the Option Price which represents the Fair Market Value of the Shares
of common stock of the Company on the Date of Grant.


 


1.                 
Vesting. This Option may be exercised only to the extent it is vested. Subject to your not having incurred a Separation
from Service from the Company prior to the applicable vesting dates, this Option shall vest and become exercisable at the time
or times set forth in the Notice.


 


Notwithstanding the
schedule in the Notice, the Committee may accelerate the vesting of any unvested options in the event of a Change in Control, as
defined in the Plan, provided that such vesting and exercisability is conditioned on the consummation of such Change in Control
and either (i) the Participant’s employment with the Company is terminated (except a termination for Cause, as defined in
the Plan) in connection with, or within 24 months after, a Change in Control, or (ii) the Committee or the Board determines that
(A) such outstanding Option will not be continued, assumed, converted and/or substituted, or (B) it is in the best interests of
the Company to immediately vest such outstanding options.


 


2.                 
Duration of Option. Except as otherwise provided herein, this Option may be exercised for three (3) months after
you incur a Separation from Service from the Company; provided, however, in the event your Separation from Service is due to your
death or Disability, the Option may be exercised for one year following such Separation from Service. In no case, however, may
the Option be exercised after the Final Exercise Date set forth in the Notice. If, prior to the final exercise date set forth in
the preceding sentence, you incur a Separation from Service for Cause (as defined below), the right to exercise the Option shall
terminate immediately upon the effective date of such Separation from Service. If you are a party to an agreement with the Company
that contains an applicable definition of “cause,” “Cause” shall have the meaning ascribed to such term
in such agreement. Otherwise, “Cause” shall mean willful misconduct or willful failure to perform your responsibilities
to the Company (including, without limitation, breach of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between you and the Company), as determined by the Company, which determination shall
be conclusive. You shall be considered to have been discharged for “Cause” if the Company determines, within 30 days
after your resignation, that discharge for “Cause” was warranted.


 


3.                 
Exercise of Option.


 


(a)              
Right to Exercise. This Option is exercisable during its term in accordance with the vesting schedule set out in
Section 1.


 


 


 


 






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(b)              
Method of Exercise. This Option is 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 of common stock
of the Company in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations
and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by you and delivered to the Secretary of the Company. The Exercise Notice shall be accompanied by payment in full 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 such aggregate exercise price.


 


No Shares of common stock of the Company
shall be issued pursuant to the exercise of this Option unless such issuance and exercise comply with applicable laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be considered transferred to you on the date the Option is
exercised with respect to such Exercised Shares.


 


4.                 
Method of Payment. Payment of the aggregate exercise price shall be by any of the following, or a combination thereof,
at your election:


 


(a)              
Cash;


 


(b)              
check;


 


(c)              
consideration received by the Company under a cashless exercise program implemented by the Company in connection with the
Plan, if any; or


 


(d)              
surrender of other Shares of common stock of the Company which (i) in the case of Shares of common stock of the Company
acquired upon exercise of an option, have been owned by you 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.


 


5.                 
Non-Assignability of Option. This Option may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent or distribution and may be exercised during your lifetime only by you
except in the case of your Disability, this Option may be exercised by your representative. The terms of the Plan and this Award
Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.


 


6.                 
Legend. Any 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 and/or voting of the Company securities):


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE, AND
THE TRANSFER THEREOF, ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVISIONS OF THE BYLAWS OF THE COMPANY, A COPY OF WHICH IS ON
FILE IN, AND MAY BE EXAMINED AT, THE PRINCIPAL OFFICE OF THE COMPANY.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


 


 


 






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7.                 
Code Section 409A. The Option Price is intended to be not less than the Fair Market Value of the common stock of
the Company on the Date of Grant. The Company has determined the Fair Market Value of the common stock of the Company in good faith
and using the reasonable applicable of a reasonable valuation method, for purposes of determining the Option Price. Notwithstanding
this, the Internal Revenue Service may assert that the Fair Market Value of the common stock of the Company on the Date of Grant
was greater than the Option Price. Under Code Section 409A, if the Option Price is less than the Fair Market Value of the common
stock of the Company on the Date of Grant, this Option may be treated as a form of deferred compensation and you may be subject
to an additional twenty percent (20%) tax, plus interest and possible penalties. You hereby acknowledge that the Company has advised
you to consult with a tax advisor regarding the potential impact of Code Section 409A and that the Company, in the exercise of
its sole discretion and without your consent, may amend or modify this Award Agreement in any manner and delay the payment of any
amounts payable pursuant to this Award Agreement to the minimum extent necessary to meet the requirements of Code Section 409A,
as amplified by any Internal Revenue Service or U.S. Treasury Department regulations or guidance as the Company deems appropriate
or advisable.


 


You have reviewed with
your own tax advisors the federal, state, local and foreign tax consequences of this Award Agreement. You are relying solely on
such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not
the Company) shall be responsible for your own tax liability that may arise as a result of this Award Agreement.


 


8.                 
No Guarantee of Continued Service. YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF OPTIONS PURSUANT TO THE VESTING
SCHEDULE SET FORTH HEREIN ARE EARNED ONLY BY CONTINUING SERVICE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANY’S RIGHT
TO TERMINATE YOUR SERVICE WITH OR WITHOUT CAUSE.


 


The Plan is incorporated herein by reference.
The Plan and this Award 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 you with respect to the subject matter hereof,
and may not be modified adversely to your interest except by means of a writing signed by the Company and you. This Award Agreement
is governed by the laws of the State of California.


 


By your signature and the signature of
the Company’s representative below, you and the Company agree that the Option is granted under and governed by the terms
and conditions of the Plan and this Award Agreement. You have reviewed the Plan and this Award Agreement in their entirety, have
had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understand all provisions
of the Plan and this Award Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions relating to the Plan and Award Agreement. You further agree to notify the Company upon any
change in your residence address indicated below.


 





	PARTICIPANT	 	MOSAIC IMMUNOENGINEERING INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 
	 	 	 
	  
	 	 




 



 



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Exhibit A


EXERCISE NOTICE


OF NON-QUALIFIED STOCK OPTION


 


Mosaic ImmunoEngineering Inc.


 


 


 


------------------------


(date)


 


Re: Non-Qualified Stock Option


 


Notice is hereby given pursuant to Section
3 of my Non-Qualified Stock Option Award Agreement that I elect to purchase the number of Shares set forth below at the Option
Price set forth in my Non-Qualified Stock Option Award Agreement:


 


	 	Stock Option dated:	 	 
	 	 	 	 
	 	Number of Shares being purchased:	 	 
	 	 	 	 
	 	Option Price:	 	 
	 	 	 	 
	 	Aggregate Option Exercise Price:	 	 




 


A check (or cash) in the amount of the
aggregate price of the shares being purchased is attached [or specify other method of payment].


 


I understand that the Shares of common
stock of the Company that I receive upon exercise of my Option may not be freely tradable.


 


Further, I understand that, as a result
of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares
of common stock of the Company exceeds the exercise price. I agree to report such income in accordance with then applicable law
and to cooperate with the Company in establishing the withholding and corresponding deduction to the Company for its income tax
purposes.


 


I agree to provide to the Company such
additional documents or information as may be required pursuant to the Mosaic ImmunoEngineering Inc. 2020 Omnibus Incentive Plan.


 


 


--------------------------------------------

          (Signature)





--------------------------------------------

          (Name of Optionee)


 


 


 


 


 






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