CAPRICOR, INC.


 


2012 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


 


STOCK OPTION AGREEMENT


  


Unless otherwise defined
herein, the terms defined in the 2012 Non-Employee Director Stock Option Plan of Capricor, Inc. (the “Plan”)
shall have the same defined meanings in this Stock Option Agreement (the “Agreement”).


 


		I.	NOTICE OF STOCK OPTION GRANT



 


Name:«Name»(“Participant”)


 


The undersigned Participant
has been granted an Option to purchase Common Stock of the Company (“Shares”), subject to the terms and conditions
of the Plan and this Agreement, as follows:


 





	Grant Date:	«Grant_Date»
	 	 
	Vesting Commencement Date:	«Vest_Date»
	 	 
	Exercise Price per Share:	$«Price_Per_Share»
	 	 
	Total No. of Option Shares Granted:	«Shares»
	 	 
	Total Exercise Price:	$«Total_Price»
	 	 
	Term/Expiration Date:	10th Anniversary of the Grant Date







 


Vesting Schedule:


 


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


 


[Insert vesting schedule]


 


At the sole election of the Board of Directors
of the Company, the vesting of the Option Shares may be accelerated upon a Corporate Transaction.


 


		II.	AGREEMENT



 


1.     
Grant of Option. Capricor, Inc. (the “Company”) hereby grants to the Participant named in the
Notice of Stock Option Grant in Part I of this Agreement (the “Grant Notice”), an option (the “Option”)
to purchase the number of Shares set forth in the Grant Notice, at the exercise price per Share set forth in the Grant Notice
(the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions
of the Plan shall prevail. The Option will not constitute an incentive stock option within the meaning of Section 422 of the Code.


 






    	 



    	 



    

 


2. Exercise of Option.


 


(a) Right to Exercise.
Except as otherwise provided in this Agreement, this Option shall be exercisable during its term and prior to the Option Expiration
Date stated in the Grant Notice in accordance with the Vesting Schedule set forth therein and with the applicable provisions of
the Plan and this Agreement. No fractional shares of Common Stock shall be issued upon conversion of this Option, nor shall the
Company be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional shares
shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.


 


(b) Continuous Relationship
with the Company Required. Except as otherwise provided in this Section 2, and Section 6(e) of the Plan, 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, a Director of the Company (as defined in the Plan).


 


(c) Termination Period.


 


(i) If Participant
ceases to be a Director for any reason, then, except as provided in Paragraph (ii) below, the right to exercise this Option shall
terminate ninety (90) days after such cessation of services, but in no event after the Option Expiration Date applicable to such
Option; 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 (an “Eligible Participant”).


 


(ii) If the
Participant dies or experiences a Disability prior to the Option Expiration Date while he or she is an Eligible Participant,
or if the Participant dies within three (3) months after the Participant ceases to be an Eligible Participant, this Option
shall be exercisable, within the period of one (1) year following the disability, of the Participant (whether or not such
exercise occurs before the applicable Expiration Date), by the Participant or by the person to whom this Option is
transferred by will or the laws of descent and distribution, 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. Except as
otherwise indicated by the context, the term “Participant”, as used in this Agreement, shall be deemed to include
the estate of the Participant or any person who acquires the right to exercise this Option by bequest or inheritance or
otherwise by reason of the death of the Participant.


 


(d) Method of Exercise.
This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise
Notice”) or in a manner and pursuant to such procedures as the Company or any appointed Administrator of the Plan may
determine, which shall state the election by Participant 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, together with any applicable tax withholding.
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, together with any applicable tax withholding. 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 Participant on the date on which the Option is exercised with respect to such Shares.


 






    	 



    	 



    

 


3. 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 Participant:


 


 (a) cash;




 


 (b) check;




 


(c) consideration received by the Company
under a formal cashless exercise program adopted by the Company in connection with the Plan;


 


(d) surrender of other
Shares already owned by the Participant which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must
be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion
of the Administrator, shall not result in any adverse accounting consequences to the Company; or


 


(e) any combination of
the aforementioned methods or by any other means deemed acceptable by the Board of Directors.


 


For purposes hereof,
the term “Fair Market Value” shall mean the value of a share of Common Stock, determined as follows: if on the
Grant Date or other determination date the Common Stock is listed on an established national or regional stock exchange, is admitted
to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value
of a share of Common Stock shall be the closing price of the Common Stock in such exchange or in such market (if there is more
than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other
determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest
bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Common Stock is reported
for such trading day, on the next preceding day on which any sale shall have been reported. If the Common Stock is not listed on
such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Common Stock as
determined by the Board in good faith.


 


4. Listing,
Qualification, Etc. This Option shall be subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the Shares subject hereto upon or with any securities exchange
or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of Shares hereunder, this Option may not be exercised, in
whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such
other condition shall have been effected or obtained on terms acceptable to the Board of Directors (or an opinion of counsel
has been obtained that such registration, qualification, consent, or approval is not necessary). Nothing herein shall be
deemed to require the Company to apply for, effect or obtain such listing, registration, qualification, or disclosure, or to
satisfy such other condition.


 






    	 



    	 



    

 


5.     
Participant’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, Participant 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.


 


6.     
Lock-Up Period. Participant hereby agrees that Participant 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 Participant (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 and 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 FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).


 


Participant 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, Participant 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 6 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 and
eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option
shall be bound by this Section 6.





 







    	 



    	 



    

 


7.     
Restrictions on Exercise. This Option may not be exercised 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.


 


 8.      Non-Transferability of Option. 




 


(a) 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 Participant only by Participant. The terms of the Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Participant.


 


(b) Further, until the
Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines
that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth
in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall
not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons
who are “family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or
domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until
the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated
or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position”
or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively),
other than as permitted in clauses (i) and (ii) of this paragraph.


 


9.     
Term of Option. This Option may be exercised only within the term set out in the Grant Notice, and may be exercised during
such term only in accordance with the Plan and the terms of this Option


 


 10.    Tax Obligations. 




 


(a) Tax Withholding.
Participant agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local, foreign
or other tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 


(b) Code
Section 409A. Notwithstanding anything in Section 9(c) of the Plan to the contrary, if a payment under this Agreement is
subject to Code Section 409A and if the “Corporate Transaction” definition contained in the Plan does not comply
with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any
payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such
payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.


 







    	 



    	 



    

 


11. 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
Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon
as practicable after the Option is exercised in accordance with this 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 the Plan.


 


12.  Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this 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 Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This
Agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.


 


13.  No Guarantee
of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A DIRECTOR OF THE COMPANY AND NOT THROUGH THE ACT OF BEING ELECTED OR APPOINTED, BEING GRANTED
THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT 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 ANY CONTINUED RELATIONSHIP
AS A DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL.


 




    	 



    	 



    

 


Participant 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. Participant 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. Participant 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. Participant further agrees to notify the Company upon any change in the
residence address indicated below.


 





	PARTICIPANT	 	CAPRICOR, INC.
	 	 	 
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	«Name»	 	 
	Print Name	 	Print Name
	 	 	 
	«Address»	 	 
	 	 	Title
	 	 	 
	«City_State_Zip»	 	 
	Residence Address	 	 
	 	 	 
	 	 	 
	Email Address	 	 







  







    	 



    	 



    

 


EXHIBIT A


 


2012 NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT


 


EXERCISE NOTICE


  


Capricor, Inc..


8840 Wilshire Blvd., 3rd Floor


Beverly Hills, CA 90211


 


Attention: Chief Executive Officer


 


1. Exercise
of Option. Effective as of today, ________________, 20___, the undersigned (“Participant”) hereby
elects to exercise Participant’s option (the “Option”) to purchase ________________ shares of the
Common Stock (the “Shares”) of Capricor, Inc. (the “Company”) under and pursuant to the
2012 Non-Employee Director Stock Option Plan (the “Plan”) and the Stock Option Agreement dated
______________, 20___ (the “Agreement”).


 


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


 


3.     
Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and
the 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 Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall
be issued to Participant as soon as practicable after the Option is exercised in accordance with the 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 the
Plan.


 


5.     
Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 


		6.	Restrictive Legends and Stop-Transfer Orders. 



 


(a) Legends. Participant
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:


 






    	 



    	 



    

 


THESECURITIES 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 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 OF TIME FOLLOWING THE EFFECTIVE
DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THECOMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER
AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF
SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


 


(b) Stop-Transfer
Notices. Participant 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.


 


(d) Joinder in Existing
Shareholder Agreements. As a condition to the issuance of any stock upon exercise, Participant shall enter into a supplement
to any then existing Company shareholder agreements that the Company may then require.


 







    	 



    	 



    

 


7.     
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 Participant and his or her heirs, executors, administrators,
successors and assigns.


 


8.     
Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant 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.


 


9.      Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law
rules, of Delaware. 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 shall continue in full force and effect.


 


10.   
Entire Agreement. The Plan and Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the 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 Participant with respect to the
subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed
by the Company and Participant.


 


 


 








	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT	 	CAPRICOR, INC. 
	 	 	 	 
	 	 	 
	 	 	By:  	 
	Signature	 	 	 
	 	 	 
	 	 	 
	«Name»	 	Print Name 
	Print Name 	 	 	 
	 	 	 
	Address:	 	Title 
	 	 	 
	«Address»	 	Address:
	 	 	 
	«City_State_Zip»	 	 
	 	 	 
	Email Address	 	Date Received
	 	 	 	 








 







    	 



    	 



    

 


EXHIBIT B


 


INVESTMENT REPRESENTATION STATEMENT


  


	PARTICIPANT      	:	«Name»	 
	 	 	 	 
	COMPANY	:	CAPRICOR, INC.	 
	 	 	 	 
	SECURITY	:	COMMON STOCK	 
	 	 	 	 
	AMOUNT	:	«Shares»	 
	 	 	 	 
	DATE	:	 	 


 


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


 


(a)       
Participant 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. Participant is acquiring these
Securities for investment for Participant’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)      
Participant 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 Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if Participant’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 (1) year or any other fixed period in the future. Participant 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. Participant further acknowledges and understands that the Company is under no obligation to
register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend
required under applicable state securities laws.


 


(c)       
Participant 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 Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including
in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being
sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) 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 may require (i) the availability of current public information about
the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule
144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set
forth in sections (2), (3) and (4) of the paragraph immediately above.


 


(d) Participant 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 shall 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 shall 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. Participant
understands that no assurances can be given that any such other registration exemption shall be available in such event.


 


 





	 	PARTICIPANT
	 	 
	 	 
	 	Signature
	 	 
	 	«Name»
	 	Print Name 
	 	 
	 	 
	 	Date