Exhibit 4.24


 


ICAGEN, INC.


 


FORM OF NOTICE OF STOCK OPTION AGREEMENT


 


(INCENTIVE STOCK OPTION OR NONSTATUTORY
STOCK OPTION)


 


Icagen, Inc. (the “Company”),
pursuant to its 2015 Stock 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. This option is subject to all terms and conditions as
set forth herein and in the related Stock Option Agreement, the Plan and the Notice of Exercise, each 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):	 
	 	 	 
	 	Expiration Date:	 


 


	Type of Grant:	☐	     Incentive Stock Option 1	☐	     Nonstatutory Stock Option


 


	Vesting Schedule:	 
	 	 
	Payment:	By one or a combination of the following items (described in the Option Agreement):
	 	 
	 	☐     By certified check or bank check
	 	☐     By delivery of already owned shares
	 	☐    By Cashless Exercise 


 


Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Notice, the Stock Option Agreement and
the Plan. The undersigned Optionholder further acknowledges that as of the Date of Grant, this Notice, the Stock Option Agreement
and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the
Company referred to herein and supersede all prior oral and written agreements on that subject.


 


	ICAGEN, INC.	 	OPTIONHOLDER:
	 	 	 
	
        By:
	              	 	 	                      
	Name:		 	Name:	 
	Date:	 	 	Date:	 


 


ATTACHMENTS: 2015 Stock Incentive Plan, Stock Option
Agreement 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 Non-statutory Stock Option.  


  




     


     


    

  


ICAGEN, INC.


 


FORM OF STOCK OPTION AGREEMENT


 


(INCENTIVE STOCK OPTION OR NONSTATUTORY
STOCK OPTION)


 


Pursuant to your Notice
of Stock Option (the “Notice”) and this Stock Option Agreement, Icagen, Inc. (the “Company”)
has granted you an option under its 2015 Stock Incentive Plan (the “Plan” ) to purchase the
number of shares of the Company’s Common Stock indicated in the Notice at the exercise price indicated in the 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.
Your Option shall fully vest and become exercisable with respect to all of your Option Shares as described in your employment
contract or other service agreement with the Company. For any shares not described in your employment or service agreement or
if you do not have an agreement with the Company, subject to the limitations contained herein, your option will vest as
provided in the Notice, provided that vesting will cease upon the termination of your employment, consulting arrangement or
provision of service for the Company, as applicable. Notwithstanding the foregoing, if you have been continuously employed by
the Company or an Affiliate or providing services to the Company or an Affiliate from the Date of Grant until a Change in
Control of the Company, the portion of your outstanding Option which has not become vested at the date of such event shall
immediately vest and become exercisable with respect to 100% of the Shares simultaneously with the consummation of the Change
in Control of the Company.


 


2. NUMBER OF SHARES
AND EXERCISE PRICE. The number of shares of common stock (the “Shares”) subject to your Option and
your exercise price per share referenced in the Notice may be adjusted from time to time for certain events, including such as
stock dividends, split ups, mergers, and the other events specified in the Plan.


 


3. 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 by delivery to the Company of certificates representing shares of outstanding
common stock of the Company already owned by you that are owned free and clear of any liens, claims, encumbrances or security interests
together with stock powers duly executed and with signature guaranteed. In addition, you may elect to make payment through a “cashless
exercise” such that, without the payment of any funds, you may exercise your Option and receive the net number of Shares
equal to (a) the number of Shares as to which the Option is being exercised, multiplied by (b) a fraction, the numerator of which
is the Fair Market Value per Share (on such date as is determined by the Board or a Committee thereof if a Committee is designated
to administer the Plan) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the
number of net Shares to be received shall be rounded down to the nearest whole number of Shares). In the event payment is made
by delivery of such shares, said shares shall be deemed to have a per share value equal to the per share market value of the shares
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.


 


4. WHOLE SHARES.
You may exercise your Option only for whole shares of common stock.


 


5. 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.


 






     


     


    

 


6. 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 unless otherwise specified in the Notice or as set forth below expires upon the earliest of:


 


(a) Three
months after   your employment or consulting arrangement or other arrangement for the provision of services;


 


(b) The
Expiration Date indicated in the Notice; or


 


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


 


Notwithstanding the
foregoing, if you, prior to the Expiration Date, are terminated by the Company for Cause (as defined in your employment agreement
or if not defined in your employment agreement then as defined in the Plan) or you violate the terms of any confidentiality and
nondisclosure agreement, or other agreement between you and the Company, the right to exercise this Option shall terminate immediately
upon such breach or violation.


 


If you die or become
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Expiration Date while you are an employee, director
or officer or service provider, your Option shall be exercisable, within the period of one year following the date of your death
or disability, by you (or in the case of death by an authorized transferee); provided that, this Option shall be exercisable
only to the extent that this Option was exercisable by you on the date of your death or disability, and further provided that this
Option shall not be exercisable after the Expiration Date.


 


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 Disability.


 


7. 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. Each
election to exercise this Option shall be in writing, signed by you, and delivered or mailed to the Chief Financial Officer
of the Company at its principal office at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC 27703. In the
event an Option is exercised by the executor or administrator of your estate, or by the person or person to whom the Option
has been transferred by your will or the applicable laws of descent and distribution, the Company shall be under no
obligation to deliver stock thereunder unless and until the Company is satisfied that the person or person exercising the
option is or are your duly appointed executor or administrator or the person to whom the option has been transferred by your
will or by the applicable laws of descent and distribution.


 


(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 (1) the exercise of your Option; (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise; or (3) 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.


 




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8. PAYMENT.


 


(a) Payment
in full by a certified or bank check should be made for all the shares of which your option is exercised at the time of such exercise,
and no shares shall be delivered until such payment is made.


 


(b) Alternatively,
payment may be made by delivering to the Company (i) shares of outstanding Common Stock of the Company together with stock powers
duly executed and with signature guaranteed. In the event payment is made in whole or in part by such shares, said shares shall
be deemed to have a per share value equal to the closing price of the shares on the last trading day immediately preceding the
date the shares are then being issued, or (ii) immediately tendering back to the Company sufficient shares of the Common Stock
acquired through exercise of the Option.


 


(c)
The Company shall not be obligated to deliver any stock unless and until all applicable Federal and state laws and regulations
have been complied with; and all legal matters in connection with the issuance and delivery of the Shares have been approved by
counsel for the Company. You shall have no rights as a shareholder until the stock is actually delivered to you.


 


9.
TRANSFERABILITY.


 


(a) If
your Option is an Incentive Stock Option, 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.


 


(b) If
your Option is a Nonstatutory Stock Option, your Option is not transferable, except (i) by will or by the laws of descent and distribution;
(ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted
by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor); and (iii) with the
prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee under the Securities
Act.


 


10. TERMINATION.


 


Subject to the terms
of any separate employment agreement between you and the Company, if your employment terminates for any reason, your Option shall
terminate pursuant to the terms of the Plan.  


 


11.
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.


 


12. 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 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.


 






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(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 based on the closing price of the shares on the last trading day immediately preceding the date the shares are then being
issued, 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 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.


 


13. 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 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.


 


14. 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.


 


15. 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.


 


16.  RIGHTS
OF OPTIONEE.


 


This Agreement does
not entitle you to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Company.
No dividends are payable or will accrue on your Option or the Shares purchasable under this Agreement until, and except to the
extent that, your Option are exercised. Upon the surrender of your Option and payment of the Exercise Price as provided above,
the person or entity entitled to receive the shares of the Common Stock issuable upon such exercise shall be treated for all purposes
as the record holder of such shares as of the close of business on the date of the surrender of your Option for exercise as provided
above. Upon the exercise of your Option, you shall have all of the rights of a shareholder in the Company.


 


17. GOVERNING
LAW.


 


This Agreement shall
be governed by, construed and enforced in accordance with the laws of the State of Delaware without giving effect to its principles
governing conflicts of law.


 






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NOTICE OF EXERCISE


 


ICAGEN, INC.


 


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 Icagen, Inc. 2 :	$ _____________________________
	 	 	 
	 	Number of shares of Icagen, Inc.	 
	 	 	 
	 	Delivered via cashless exercise:	 _____________________________


 


By this exercise, I
agree: (i) to provide such additional documents as you may require pursuant to the terms of the 2015 Stock 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; and (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.


 


	 	Sincerely,
	 	 
	 	                         
	 	(Signature)
	 	 
	 	 
	 	(Print Name)


 


[Provision for Community Property Jurisdiction]


 


 







 



2 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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CONSENT


 


The undersigned spouse
of ____________________ hereby acknowledges that I have read the foregoing Stock Option Agreement and that I understand its contents.
I am aware that the Agreement provides for the repurchase of my spouse’s shares of Common Stock under certain circumstances
and imposes other restrictions on the Transfer of such Common Stock. I agree that my spouse’s interest in the Common Stock
is subject to this Agreement and any interest I may have in such Common Stock shall be irrevocably bound by this Agreement and
further that my community property interest, if any, shall be similarly bound by this Agreement.


 


I am aware that the
legal, financial and other matters contained in this Agreement are complex and I am free to seek advice with respect thereto from
independent counsel. I have either sought such advice or determined after carefully reviewing this Agreement that I will waive
such right.


 


	Date:	                 	 


 


	 	 	 
	                           	 	                          
	Witness	 	Spouse


   


 


 


 


 


 


 


 


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