Exhibit 10.9


 


INCENTIVE STOCK OPTION AGREEMENT

UNDER THE CLARUS THERAPEUTICS HOLDINGS, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:		 
	 	 	 
	No. of Option Shares:		 
	 	 
	Option Exercise Price per Share:	$	 
	 	



 


	Grant Date:		 
	 	 	 
	 		 
	Expiration Date:	



 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan.


 


1. Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator (as defined in Section 1 of the Plan) to accelerate the exercisability schedule hereunder,
this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee
continues to have a Service Relationship with the Company or a Subsidiary on such dates:


 


	
    Incremental Number of

    Option Shares Exercisable*
	 	Exercisability Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


	*	Max. of $100,000 per yr.



 


Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of
the Plan.


 






     


     


    

 


2. Manner
of Exercise.


 


(a) The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares
may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee
on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash
or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination
of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee on the records of
the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of
the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or
in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options
under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event
the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares
of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b) The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 


(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 






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3. Termination
of Service Relationship. If the Optionee’s Service Relationship with the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a) Termination
Due to Death. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised
by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further
force or effect.


 


(b) Termination
Due to Disability. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable
on the date of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination due
to disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination
due to disability shall terminate immediately and be of no further force or effect.


 


(c) Termination
for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this
Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause”
shall mean, unless otherwise provided in an employment or service agreement between the Company and the Optionee, a determination by the
Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the
Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving
moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the
Optionee of the Optionee’s duties to the Company.


 


(d) Other
Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the
Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of
this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three
months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable
on the date of termination shall terminate immediately and be of no further force or effect.


 


The Administrator’s determination of the
reason for termination of the Optionee’s Service Relationship with the Company or a Subsidiary shall be conclusive and binding on
the Optionee and his or her representatives or legatees.


 


4. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 






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5. Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6. Status
of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option
qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the
requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding
period requirements and that this Stock Option must be exercised within three months after termination of employment as an employee
(or 12 months in the case of death or disability) to qualify as an “incentive stock option.” To the extent any portion
of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified
stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within
the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on
the day after the grant of this Stock Option, he or she will so notify the Company within 30 days after such disposition.


 


7. Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee
a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer
agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the
Federal, state and local taxes required by law to be withheld from the Optionee on account of such transfer.


 


8. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with
the Company or a Subsidiary at any time.


 


9. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 






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10. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the
transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 


11. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Clarus Therapeutics Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Title:	 



  


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
		 	Optionee’s Signature



 


	 	Optionee’s name and address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 






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NON-QUALIFIED STOCK
OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE Clarus Therapeutics Holdings, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 
	No. of Option Shares:	 	 
	 	 
	Option Exercise Price per Share:	$	 
	 	


 





	Grant Date:	 	 
	 	 
	Expiration Date:	 	 
	 		 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee
of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part
of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the
Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option
is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


1. Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains in a continued Service Relationship
on such dates:


 


	
    Incremental Number of

    Option Shares Exercisable
	 	Exercisability Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


Notwithstanding the foregoing, in the event of
a Sale Event, 100% of the then-outstanding and unvested Option Shares shall immediately be deemed vested and exercisable on the date of
such Sale Event; provided, that the Optionee remains in a continuous Service Relationship until the date of such Sale Event. Once exercisable,
this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject
to the provisions hereof and of the Plan.


 






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2. Manner
of Exercise.


 


(a) The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares
may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii)  through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee
on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company
a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv)  by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number
of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and
(iv) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee on the records of
the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of
the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or
in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options
under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event
the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares
of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b) The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 






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(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3. Termination
of Service Relationship. If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option
may be subject to earlier termination as set forth below.


 


(a) Termination
Due to Death. If the Optionee’s Service Relationship terminates by reason of the Optionee’s death, any portion of this
Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion
of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.


 


(b) Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than the Optionee’s death, any portion
of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee’s Service Relationship
terminates, for a period of six months from the date the Optionee’s Service Relationship terminates
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Service
Relationship terminates shall terminate immediately and be of no further force or effect.


 


4. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5. Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6. No
Obligation to Continue Service Relationship. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect
to continuance of Optionee’s Service Relationship.


 


7. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 






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8. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the
transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 


9. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 





	 	Clarus Therapeutics Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Title:	 


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
		 	Optionee’s Signature



 


	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






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NON-QUALIFIED STOCK
OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE Clarus Therapeutics Holdings, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


  





	Name of Optionee:	 	 
	 	 	 
	No. of Option Shares:	 	 
	 	 
	Option Exercise Price per Share:	$	 
	 		 


 


	Grant Date:	 	 
	 	 
	Expiration Date:	 	 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue
Code of 1986, as amended.


 


1. Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated so long as the Optionee continues to have a Service Relationship
with the Company or a Subsidiary on such dates:


 


	
    Incremental Number of

    Option Shares Exercisable
	 	Exercisability Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of
the Plan.


 






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2. Manner
of Exercise.


 


(a) The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares
may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee
on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the Administrator; (iii)  by the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash
or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv)  by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest
whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii),
(iii) and (iv) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee on the records of
the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of
the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or
in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options
under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event
the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares
of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b) The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 


(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 






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3. Termination
of Service Relationship. If the Optionee’s Service Relationship with the Company or a Subsidiary (as defined in the Plan) terminates,
the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a) Termination
Due to Death. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised
by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further
force or effect.


 


(b) Termination
Due to Disability. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable
on the date of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination due
to disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination
due to disability shall terminate immediately and be of no further force or effect.


 


(c) Termination
for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this
Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause”
shall mean, unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination
by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between
the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.


 


(d) Other
Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the
Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of
this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three
months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable
on the date of termination shall terminate immediately and be of no further force or effect.


 


The Administrator’s determination of the
reason for termination of the Optionee’s Service Relationship with the Company or a Subsidiary shall be conclusive and binding on
the Optionee and his or her representatives or legatees.


 


4. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 






    12 



     


    

 


5. Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6. Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee
a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer
agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the
Federal, state and local taxes required by law to be withheld from the Optionee on account of such transfer.


 


7. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with
the Company or a Subsidiary at any time.


 


8. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


9. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the
transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    13 



     


    

 


10. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 





	 	Clarus Therapeutics Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Title:	 


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Optionee (including through an online acceptance process) is acceptable.


 





	Dated:	 	 	 
		 	Optionee’s Signature
	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    14 



     


    

 


NON-QUALIFIED STOCK
OPTION AGREEMENT

FOR COMPANY CONSULTANTS

UNDER THE CLARUS THERAPEUTICS HOLDINGS, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 
	No. of Option Shares:	 	 
	 	 	 
	Option Exercise Price per Share:	$	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Expiration Date:	 	 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue
Code of 1986, as amended.


 


1. Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable
as follows:


 


[_______________________________________],
so long as Optionee continues to have a Service Relationship with the Company or a Subsidiary on such dates.


 


Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of
the Plan.


 


2. Manner
of Exercise.


 


(a) The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 






    15 



     


    

 


Payment of the purchase price for the Option Shares
may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee
on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company
a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number
of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and
(iv) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee on the records of
the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of
the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or
in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options
under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event
the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares
of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b) The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 


(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 






    16 



     


    

 


3. Termination
of Service Relationship. Except as may otherwise be provided by the Administrator, if the Optionee’s Service Relationship with
the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject
to earlier termination as set forth below.


 


(a) Termination
Due to Death. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised
by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further
force or effect.


 


(b) Termination
Due to Disability. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s
disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable
on the date of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date the Optionee’s
Service Relationship is terminated by reason of disability or until the Expiration Date, if earlier. Any portion of this Stock Option
that is not exercisable on the date of the termination of the Optionee’s Service Relationship by reason of disability shall terminate
immediately and be of no further force or effect.


 


(c) Termination
for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this
Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause”
shall mean, unless otherwise provided in a consulting or other service agreement between the Company and the Optionee, a determination
by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between
the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.


 


(d) Other
Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the
Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of
this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three
months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable
on the date of termination shall terminate immediately and be of no further force or effect.


 


The Administrator’s determination of the
reason for termination of the Optionee’s Service Relationship with the Company or a Subsidiary shall be conclusive and binding on
the Optionee and his or her representatives or legatees.


 






    17 



     


    

 


4. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5. Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with
the Company or a Subsidiary at any time.


 


7. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


8. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the
transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    18 



     


    

 


9. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Clarus Therapeutics Holdings, Inc.   
	 		
	 	By:	              
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    19 



     


    

 


RESTRICTED STOCK
UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE Clarus Therapeutics Holdings, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:		 
	 	 	 
	No. of Restricted Stock Units:		 
	 	 	 
	Grant Date:		 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company.


 


1. Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have
been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2. Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee remains in a continued Service Relationship on such Vesting Dates. If
a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the
number of Restricted Stock Units specified as vested on such date.


 


	 Incremental Number of

    Restricted Stock Units Vested	 	Vesting Date
	_____________ (___%)	 	_______________
	_____________ (___%)	 	_______________
	_____________ (___%)	 	_______________
	_____________ (___%)	 	_______________


 


Notwithstanding the foregoing, in the event of
a Sale Event, 100% of the then-outstanding and unvested Restricted Stock Units shall immediately be deemed vested on the date of such
Sale Event; provided, that the Grantee remains in a continued Service Relationship until the date of such Sale Event. The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph 2.


 






    20 



     


    

 


3. Termination
of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any reason (including death or disability)
prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as
of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors,
heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.


 


4. Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6. Section
409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award
are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the
Code.


 


7. No
Obligation to Continue Service Relationship. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance
of the Grantee’s Service Relationship.


 


8. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


9. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information;
(iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of
the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and
the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    21 



     


    

 


10. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Clarus Therapeutics Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Grantee (including through an online acceptance process) is acceptable.


 





	Dated:		 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    22 



     


    

 


RESTRICTED STOCK
UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE Clarus Therapeutics Holdings, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 
	 	 	 
	No. of Restricted Stock Units:	 	 
	 	 	 
	Grant Date:	 	 


 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company.


 


1. Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have
been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2. Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary
on such Vesting Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse
only with respect to the number of Restricted Stock Units specified as vested on such date.


 





	Incremental Number of

    Restricted Stock Units Vested
	 	Vesting
    Date
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________


 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3. Termination
of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including
death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that
have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of
his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested
Restricted Stock Units.


 






    23 



     


    

 


4. Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6. Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a
number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer
agent to sell from the number of shares of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy the Federal,
state and local taxes required by law to be withheld from the Grantee on account of such transfer.


 


7. Section
409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award
are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the
Code.


 


8. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with
the Company or a Subsidiary at any time.


 


9. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


10. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information;
(iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of
the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and
the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    24 



     


    

 


11. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Clarus Therapeutics Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Title:	 


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Grantee (including through an online acceptance process) is acceptable.


 


	Dated:		 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    25 



     


    

 


RESTRICTED
STOCK AWARD AGREEMENT


UNDER
THE Clarus Therapeutics Holdings, INC.


2021
STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:		 
	 	 	 
	No. of Shares:		 
	 	 	 
	Grant Date:		 


 


Pursuant
to the Clarus Therapeutics Holdings, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof,
Clarus Therapeutics Holdings, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the
Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001
per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and
in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the
form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to
the Administrator.


 


1. Award.
The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and
the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have
all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement
and (ii) deliver to the Company a stock power endorsed in blank.


 


2. Restrictions
and Conditions.


 


(a) Any
book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.


 


(b) Shares
of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.


 


(c) If
the Grantee’s Service Relationship with the Company or a Subsidiary is voluntarily or involuntarily terminated for any reason (including
death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically
be forfeited and returned to the Company.


 


3. Vesting
of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates
specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary
on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with
respect to the number of shares of Restricted Stock specified as vested on such date.


 






	Incremental
                                            Number

                                            of Shares Vested
	 	Vesting
    Date
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________


 






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Subsequent
to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.


 


4. Dividends.
Dividends on shares of Restricted Stock shall be paid currently to the Grantee.


 


5. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6. Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.


 


7. Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to
Paragraph 8 below, the Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or
in part, by (i) withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares
of Stock to be issued or released to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes
required by law to be withheld from the Grantee on account of such transfer.


 


8. Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this
Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event
the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that
he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or
she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to
such election.


 






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9. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with
the Company or a Subsidiary at any time.


 


10. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


11. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the
transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






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12. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to
the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.


 


	 	Clarus Therapeutics Holdings, Inc.
	 	 	 	 
	 	By:	 
	 	 	Title:	 


 


The
foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance
of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:		 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    29 



     


    

 

RESTRICTED STOCK
UNIT AWARD AGREEMENT


FOR CONSULTANTS


UNDER THE CLARUS THERAPEUTICS HOLDINGS, INC.


2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:		 
	 	 	 
	No. of Restricted Stock Units:		 
	 	 	 
	Grant Date:		 
	 	 	 
	Vesting Commencement Date:		 


 


Pursuant to the Clarus Therapeutics Holdings, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Clarus Therapeutics Holdings, Inc. (the
“Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company.


 


1. Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have
been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2. Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary
on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with
respect to the number of Restricted Stock Units specified as vested on such date.


 





	Incremental
Number of

Restricted Stock Units Vested
	 	Vesting
    Date
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________
	_____________
    (___%)	 	____________


 


The Administrator may at any time accelerate the
vesting schedule specified in this Paragraph 2.


 






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3. Termination
of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including
death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that
have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of
his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested
Restricted Stock Units.


 


4. Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6. Section
409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award
are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the
Code.


 


7. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any
time.


 


8. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


9. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information;
(iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of
the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and
the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    31 



     


    

 


10. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to
the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.


 





	 	Clarus Therapeutics Holdings, Inc.
	 	 	 	 
	 	By:	 
	 	 	Title:	 


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Grantee (including through an online acceptance process) is acceptable.


 





	Dated:		 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    32