EX-10.49



 Exhibit 10.49 

MIRAGEN THERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2008 EQUITY INCENTIVE PLAN) 

MIRAGEN THERAPEUTICS, INC. (the “Company”), pursuant to its 2008
Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”). This option is
subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 

 

					
	 Optionholder:
	  		  	
___________________                    
            

	 Date of Grant:
	  		  	
___________________                    
            

	 Vesting Commencement Date:
	  		  	
___________________                    
            

	 Number of Shares Subject to Option:
	  		  	
___________________                    
            

	 Exercise Price (Per Share):
	  		  	
$                       
             

	 Total Exercise Price:
	  		  	
$                       
             

	 Expiration Date:
	  		  	 ___________________


  

					
	 Type of Grant:
	  	 ☐ Incentive Stock Option1
                        ☐ Nonstatutory Stock Option

		
	 Exercise Schedule:
	  	 ☒ Same as Vesting Schedule

		
	 Vesting Schedule:
	  	 [As determined by the Board of Directors]

		
	 Payment:
	  	 By one or a combination of the following methods of payment (described in the Option Agreement): (i) cash,
check, bank draft or money order payable to the Company; (ii) pursuant to a Regulation T Program (cashless exercise) if the shares are publicly traded; or (iii) one or more of the following methods IF the box opposite such method is checked by the
Company:

		
		  	☐ By delivery of already-owned shares if the Shares are publicly traded
		  	☐ By deferred payment
		  	☐ By net exercise

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands
and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire
understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	  	 _________________________________________________

		  	 _________________________________________________



 

									
	 MIRAGEN THERAPEUTICS,
INC.
	 		 		  	 OPTIONHOLDER:

					
	 By:
	 	 	 		 		  	 _______________________________________

	Signature	 		 		  	Signature
	 Title:
	 	 	 		 		  	
Date:                  
                                         
          

	 Date:
	 	 	 		 		  	

 ATTACHMENTS: Stock Option Agreement (doc #60298592), 2008 Equity
Incentive Plan and Notice of Exercise 
  
  

1        If this is an Incentive Stock Option, it
(plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 







 ATTACHMENT I 

MIRAGEN THERAPEUTICS, INC. 

2008 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 (DOUBLE-TRIGGER ACCELERATION ) 

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
MIRAGEN THERAPEUTICS, INC. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions
as in the Plan. 
 The details of your option are as follows: 

1. VESTING. Subject to the limitations contained herein, your option will vest as provided
in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
 2.
NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
 3. EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended
(i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding
any other provision of your option.
 4. METHOD OF
PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by
your Grant Notice, which may include one or more of the following: 
 (a) Provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 

(b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall
Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair
Market Value on the date of exercise. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. 
 5. WHOLE
SHARES. You may exercise your option only for whole shares of Common Stock. 
 6.
SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise
of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.


  
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 7. TERM. You may not exercise your option
before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 

(a) three (3) months after the termination of your Continuous Service for any reason other than for Cause or upon your
Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option shall
not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 

(b) twelve (12) months after the termination of your Continuous Service due to your Disability; 

(c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months
after your Continuous Service terminates; 
 (d) the termination of your Continuous Service for Cause; 

(e) the Expiration Date indicated in your Grant Notice; or 

(f) the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an
Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate,
except in the event of your death or your permanent and total disability, as defined in Section 22(e)(3) of the Code. (The definition of disability in Section 22(e)(3) of the Code is different from the definition of the Disability under the
Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide
services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. 

8. EXERCISE. 

(a) You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form
designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then
require. 
 (b) By exercising your option you agree that, as a condition to any exercise of your option, the Company
may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture
to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company
in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of your option. 
 (d) By exercising your option you agree that
you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same 

  
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economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days (or such longer period, not to exceed 18 days
after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or any successor or similar rule or regulation) following the effective date of a registration
statement filed under the Securities Act in connection with the first firmly underwritten offering of any securities of the Company under the Securities Act (the “Lock-Up Period”); provided, however, that nothing
contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company
and/or the managing underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your
shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto. 
 (e) By exercising your option you agree that you shall automatically, without any
further action on your part, be bound by the terms of (i) that certain Voting Agreement, dated as of May 16, 2008, by and among the Company and the stockholders listed on the signature pages thereto, as the same may be amended, supplemented or
replaced from time to time (the “Voting Agreement”), and (ii) that certain Right of First Refusal and Co-Sale Agreement, dated as of May 16, 2008, by and among the Company and the stockholders listed on the signature pages
thereto, as the same may be amended, supplemented or replaced from time to time (the “ROFR & Co-Sale Agreement”) in each case as if you were a “Key Holder” and a party thereunder. In addition, you
hereby agree that upon exercise of your option you shall execute and deliver such documents, including, without limitation, a counterpart signature page to each of the Voting Agreement and the ROFR & Co-Sale Agreement, and take such other
actions as the Company may request from time to time to carry out the purposes and intent of such agreements. For your reference, a copy of the Voting Agreement and the ROFR & Co-Sale Agreement are attached hereto as Exhibit A and
Exhibit B, respectively.
 9. TRANSFERABILITY. Your option is not transferable,
except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a
third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, if permitted by the Company you may transfer your option to a trust if you are considered to be the sole beneficial owner
(determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into a transfer and other agreements required by the Company.

10. CHANGE IN CONTROL.  

(a) If a Change in Control occurs and as of, or within thirteen (13) months after, the effective time of such Change in
Control your Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a voluntary termination with Good Reason, then, as of the date of termination of Continuous Service, the vesting
and exercisability of your option shall be accelerated in full. 
 (b) If any payment or benefit you would receive
pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the
excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to
the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order
(provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of Stock Awards;
reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your Stock Awards (i.e.,
earliest granted Stock Award cancelled last) unless you elect in writing a different order for cancellation. 

  
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 The accounting firm engaged by the Company for general audit purposes as of the day prior to the
effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the
Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. 

The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting
documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the
accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax
will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company. 

11. RIGHT OF FIRST REFUSAL. Shares of Common
Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if your
option is an Incentive Stock Option and the right of first refusal described in the Company’s bylaws in effect at the time the Company elects to exercise its right is more beneficial to you than the right of first refusal described in the
Company’s bylaws on the Date of Grant, then the right of first refusal described in the Company’s bylaws on the Date of Grant shall apply. The Company’s right of first refusal shall expire on the first date upon which any
security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system. 

12. RIGHT OF REPURCHASE. To the extent provided in the
Company’s bylaws in effect at such time the Company elects to exercise its right, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option. 

13. OPTION NOT A SERVICE
CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate,
or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 14.
WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your option, in whole or
in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of
the Company or an Affiliate, if any, which arise in connection with the exercise of your option. 
 (b) Upon your
request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the
exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may
be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share
withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to


  
 4. 








 
which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such
election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you
arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You may not
exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have
no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 

15. TAX CONSEQUENCES. You hereby agree that the Company does not
have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to
tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the
“fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the
Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as
determined by the Board, and you shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than
the “fair market value” as subsequently determined by the Internal Revenue Service. 
 16.
NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

17. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the
Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 

  
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 ATTACHMENT III 

NOTICE OF EXERCISE 

Miragen Therapeutics, Inc. 
 6200
Lookout Rd. 
 Boulder, CO 80301 
 Date of
Exercise:                          

Ladies and Gentlemen: 

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

  

									
	Type of option (check one):	 		  	 Incentive ☐
	 		  	 Nonstatutory ☐

					
	Stock option dated:	 		  	 ___________
	 		  	
					
	Number of shares as to which option is exercised:	 		  	 ___________
	 		  	
					
	Certificates to be issued in name of:	 		  	 ___________
	 		  	
					
	Total exercise price:	 		  	
$                    
	 		  	
					
	Cash payment delivered herewith:	 		  	
$                    
	 		  	
					
	Value of                      shares of Miragen Therapeutics common stock delivered herewith1:	 		  	
$                    
	 		  	

 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Miragen Therapeutics, Inc. 2008 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option,
(iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option and (iv) to sign a counterpart signature page to each of the Voting Agreement and ROFR & Co-Sale
Agreement (each as defined in the Stock Option Agreement). 
 I hereby make the following certifications and representations
with respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Option as set forth above: 

 
  

1        Shares must meet the public trading
requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or
accompanied by an executed assignment separate from certificate. 

  
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 I acknowledge that the Shares have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I
have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws. 

I further acknowledge that I will not be able to resell the Shares for at least ninety days (90) after the stock of the
Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule
144. 
 I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option
shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws. 

I further agree that, if required by the Company or the managing underwriters in connection with the first firmly underwritten
offering of any securities of the Company, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of
Common Stock or other securities of the Company for a period of one hundred eighty (180) days (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to
facilitate compliance with NASD Rule 2711 or any successor or similar rule or regulation) following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock-Up
Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) that are consistent with the foregoing or that are necessary to give further
effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such
period.
  

	
	 Very truly yours,

	
	 
	
	
Address:                 
                                         
              

	
	 



  
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