Exhibit 10.9


 


Confidential portions of this document have been
redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC")
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with
the notation “*” and have been filed separately with the SEC.


 


Enumeral Biomedical Holdings, Inc.

2014 Equity Incentive Plan


 


Incentive Stock Option Agreement


 


Wael Fayad


c/o Enumeral Biomedical Holdings, Inc.


200 CambridgePark Drive, Suite 2000


Cambridge, MA 02140


 


On September 21, 2016, the Board of Directors
(the “Board”) of Enumeral Biomedical Holdings, Inc. (the “Company”) approved a grant of an Incentive Stock
Option (the “Option”) to you to purchase common stock, $0.01 par value per share, of the Company (the “Common
Stock”) pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”). The Option
shall constitute and be treated at all times by you and the Company, to the maximum extent permitted by applicable law, as an “incentive
stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.


 


You are granted an Option to purchase 750,000
shares of Common Stock of the Company at the price of $0.19 per share which represents the Fair Market Value (as defined in the
Plan) of the Common Stock on the date of grant. The date of grant of this Option is September 21, 2016.


 


1.          Vesting. This
Option may be exercised only to the extent it is vested. Subject to you remaining employed by the Company or in the service of
the Company on its Board of Directors on the applicable vesting dates below, this Option shall vest as follows:


 


		·	The Option vests and becomes exercisable upon the Company entering into a collaboration and/or
licensing agreement with a corporate partner on terms acceptable to the “Board that provides the Company will receive at
least $* in upfront fees upon signing (the “Tranche A Options”).



 


2.          Duration of Option. Except as otherwise
provided herein, this option may be exercised for three (3) months after you cease serving as an employee of the Company or a member
of the Company’s Board of Directors, provided, however in the event your termination of service is due to your death or disability,
the Option may be exercised for one year following such event. In no case, however, may the Option be exercised after September
20, 2026.


 




     


     


    

 


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.


 


(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 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 Corporate Secretary. 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 such aggregate exercise price.


 


No shares of Common Stock 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; or


 


(d)          surrender
of other shares of Common Stock which (i) in the case of shares of Common Stock 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 transferred in any manner otherwise 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 Agreement shall be binding upon your executors, administrators, heirs, successors
and assigns.


 


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 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 Agreement is governed
by the laws of the State of Delaware.


 


[Signature page follows]


 




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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
Agreement. You have reviewed the Plan and this Agreement in their entirety, have had an opportunity to obtain the advice of counsel
prior to executing this Agreement and fully understand all provisions of the Plan and this Agreement. You hereby agree to accept
as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions relating to the
Plan and Agreement. You further agree to notify the Company upon any change in your residence address indicated below.


 


	PARTICIPANT	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 	 
	/s/ Wael Fayad	 	/s/ Kevin G. Sarney
	Signature	 	By: Kevin G. Sarney
	 	 	Title: Vice President of Finance, Chief Accounting Officer and Treasurer


 


	Wael Fayad	 
	Print Name	 


 


c/o Enumeral Biomedical Holdings, Inc.


200 CambridgePark Drive, Suite 2000


Cambridge, MA 02140


Address


 




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Exhibit A


 


EXERCISE NOTICE


 


Enumeral Biomedical Holdings, Inc.


200 CambridgePark Drive, Suite 2000


Cambridge, MA 02140


 





 






(date)


 


Re: Incentive Stock Option


 


Notice is hereby given pursuant to Section
3 of my Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my Agreement:


 


	 	Stock Option dated:	 	 
	 	 	 	 
	 	Number of shares being purchased:	 	 
	 	 	 	 
	 	Option Exercise Price Per Share	 	 
	 	 	 	 
	 	Aggregate Option Exercise Price	 	 


 


A check in the amount of the aggregate price
of the shares being purchased is attached.


 


I understand that the shares of Common Stock
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 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 Company’s 2014 Equity Incentive Plan.


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Optionee)


 








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