Enumeral Biomedical Holdings, Inc.

2014 Equity Incentive Plan


 


Incentive Stock Option Agreement


 


Dear Anhco T. Nguyen,


 


On July 31, 2014, the Compensation Committee
approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings,
Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan").
The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined
under Section 422(b) of the Internal Revenue Code of 1986, as amended.


 


You are granted an Option to purchase 90,000
shares of Common Stock of the Company at the price of $1.00 per share which represents the Fair Market Value of the Common Stock
on the date of grant. The date of grant of this Option is July 31, 2014.


 


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


 


		(a)	15,000 shares shall vest monthly over 4 years in 48 equal monthly installments, beginning on July
31, 2014; and



 


		(b)	75,000 shares shall vest according to achievement of the following performance milestones:



 


		i.	12,500 shares shall vest upon the development, submission, and acceptance by the President of the
Company of an R&D operating plan for an identified cell therapy;



 


		ii.	12,500 shares shall vest upon the filing of patent application for certain identified antibodies;



 


		iii.	12,500 shares shall vest upon the filing of patent application on a certain method identified by
the Company;



 


		iv.	12,500 shares shall vest upon the generation of comparative data using of certain identified targets
using the Company’s proprietary method, acceptable to President of the Company; and



 


		v.	25,000 shares shall vest upon the attainment of first proof-of-concept
data in human cells from 5 patients using Enumeral Biomedical Corp.’s proprietary antibody, acceptable to the President of
the Company.



 



    	 



    	 



    

 


2.          Duration
of Option. Except as otherwise provided herein, this option may be exercised for three (3) months after you terminate employment
with the Company, provided, however in the event your termination of employment is due to your death or disability, the Option
may be exercised for one year following such event. In no case, however, may the Option be exercised after July 31, 2024.


 


3.          Exercise
of Option.


 


(a)          Right
to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in Section 1.


 


(b)          Method
of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of shares of Common Stock in respect of which
the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required
by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by you and delivered to the Corporate
Secretary. The Exercise Notice shall be accompanied by payment of the aggregate exercise price as to all Exercised Shares. This
Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate
exercise price.


 


No shares of Common Stock shall be issued pursuant
to the exercise of this Option unless such issuance and exercise comply with applicable laws. Assuming such compliance, for income
tax purposes the exercised Shares shall be considered transferred to you on the date the Option is exercised with respect to such
Exercised Shares.


 


4.          Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at your election:


 


(a)          cash;


 


(b)          check;


 


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


 


(d)          surrender
of other shares of Common Stock which (i) in the case of shares of Common Stock acquired upon exercise of an option, have been
owned by you for more than six (6) months on the date of surrender, AND (ii) have a fair market value on the date of surrender
equal to the aggregate Exercise Price of the Exercised Shares.


 



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5.          Non-Assignability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during your lifetime only by you except in the case of your disability, this Option may be exercised by your
representative. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors
and assigns.


 


The Plan is incorporated herein by reference.
The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, and may
not be modified adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed
by the laws of the State of Delaware.


 


[Signature page follows]


 



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By your signature and the signature of the Company's representative
below, you and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this
Agreement. You have reviewed the Plan and this Agreement in their entirety, have had an opportunity to obtain the advice of counsel
prior to executing this Agreement and fully understand all provisions of the Plan and this Agreement. You hereby agree to accept
as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and
Agreement. You further agree to notify the Company upon any change in your residence address indicated below.


 


	PARTICIPANT	 	ENUMERAL BIOMEDICAL
	 	 	HOLDINGS, INC.
	 	 	 
	/s/ Anhco T. Nguyen	 	/s/ Arthur H. Tinkelenberg
	Signature	 	By: Arthur H. Tinkelenberg
	 	 	 
	Anhco T. Nguyen	 	 Chief Executive Officer
	Print Name	 	Title
	 	 	 
	1523 Great Plain Avenue	 	 
	Needham, MA 02492	 	 
	 	 	 
	 	 	 
	Residence Address	 	 


 



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Exhibit A


EXERCISE NOTICE


 


Enumeral Biomedical Holdings, Inc.


One Kendall Square


Building 400, 4th Floor


Cambridge, MA 02139


 


————————


(date)


 


Re: Incentive Stock Option


 


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


 


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


 


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


 


I understand that the shares of Common Stock
that I receive upon exercise of my Option may not be freely tradable.


 


Further, I understand that, as a result of
this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the shares
of Common Stock exceeds the exercise price. I agree to report such income in accordance with then applicable law and to cooperate
with the Company in establishing the withholding and corresponding deduction to the Company for its income tax purposes.


 


I agree to provide to the Company such additional
documents or information as may be required pursuant to the Company’s 2014 Equity Incentive Plan.


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Name of Optionee)


 



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