Exhibit
10.8


 


STOCK
OPTION AGREEMENT


 


THIS
STOCK OPTION AGREEMENT is made as of the ____ day of ______, ____ (the “Grant Date”) by and between Lucid Diagnostics
Inc., a Delaware corporation (the “Company”), and EMPLOYEE NAME. (“Grantee”).


 


WHEREAS,
in connection with the Grantee’s employment arrangement with the Company, the Board of Directors of the Company (the “Board”)
authorized the grant to the Grantee of an option (the “Option”) to purchase an aggregate of _______ shares of the
authorized but unissued common stock of the Company, $0.001 par value (“Common Stock”), conditioned upon the Grantee’s
acceptance thereof upon the terms and conditions set forth in this Agreement and, subject to the terms of the Company’s 2018 Long-Term
Incentive Equity Plan (the “Plan”) (capitalized terms used herein and not otherwise defined have the meanings set
forth in the Plan); and


 


WHEREAS,
the Grantee desires to acquire the Option on the terms and conditions set forth in this Agreement and subject to the terms of the Plan;


 


IT
IS AGREED:


 


1. Grant
of Stock Option. The Company hereby grants to the Grantee the right and option to purchase all or any part of an aggregate of ________
shares of the Common Stock (the “Option Shares”) on the terms and conditions set forth herein and which shall be deemed
incorporated herein by reference.


 


2. Non-Incentive
Stock Option. The Option represented hereby is not intended to be an Option that qualifies as an “Incentive Stock Option”
under Section 422 of the Internal Revenue Code of 1986, as amended.


 


3. Exercise
Price. The exercise price (the “Exercise Price”) of the Option is $______ per share, subject to adjustment as
hereinafter provided.


 


3.1. Exercisability.
Subject to the terms and conditions of the Plan and this Agreement, this Option shall become exercisable one-twelfth (1/12) of the Option
Shares on the last day of the fiscal quarter in which the Grant Date occurs (i.e., ________, ______) and shall become exercisable as
to one-twelfth (1/12) of the Remaining Option Shares on the last day of each successive fiscal quarter for the following eleven (11)
fiscal quarters.


 




    	 



    	 



    

 


After
a portion of the Option becomes exercisable, it shall remain exercisable except as otherwise provided herein, until the close of business
on the day that is ten years from the Grant Date (the “Exercise Period”).


 


4. Effect
of Termination of Employment Arrangement.


 


4.1. Termination
Due to Death. If Grantee’s employment arrangement with the Company terminates by reason of death, the portion of the Option,
if any, that was exercisable as of the date of death may thereafter be exercised by the legal representative of the estate or by the
legatee of the Grantee under the will of the Grantee, for a period of one year from the date of such death or until the expiration of
the Exercise Period, whichever period is shorter. The portion of the Option, if any, that was not exercisable as of the date of death
shall immediately terminate upon death.


 


4.2. Termination
Due to Disability. If Grantee’s employment arrangement with the Company terminates by reason of Disability, the portion of
the Option, if any, that was exercisable as of the date of termination of Grantee’s employment arrangement may thereafter be exercised
by the Grantee or legal representative for a period of one year from the date of such termination or until the expiration of the Exercise
Period, whichever period is shorter. The portion of the Option, if any, that was not exercisable as of the date of Disability shall immediately
terminate upon disability.


 


4.3. Termination
by the Company Without Cause; Expiration of Employment Arrangement. If Grantee’s employment arrangement with the Company is
terminated by the Company without Cause or by expiration of the employment arrangement, then the portion of the Option that was exercisable
as of the date of termination or expiration of Grantee’s employment arrangement may be exercised until the expiration of the Exercise
Period. The portion of the Option not yet exercisable on the date of termination or expiration of Grantee’s employment arrangement
shall immediately expire.


 




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4.4. Termination
by the Grantee. If Grantee’s employment arrangement with the Company is terminated by the Grantee, then the portion of the
Option that was exercisable as of the date of termination of Grantee’s employment arrangement may be exercised for a period of
three months from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion of the
Option not yet exercisable on the date of termination Grantee’s employment arrangement shall immediately expire.


 


4.5. Change
of Control. If a Change of Control occurs, then the Option shall become exercisable as to all the Option Shares immediately prior
to such Change of Control.


 


4.6. Other
Termination. If Grantee’s employment arrangement with the Company is terminated for any reason other than (i) death, (ii) Disability,
(iii) without Cause by the Company, (iv) by expiration of the employment arrangement, or (v) by the Grantee, the Option shall expire
on the date of termination of Grantee’s employment arrangement.


 


4.7. Competing
With the Company. If Grantee’s employment arrangement with the Company or a Subsidiary is terminated for any reason whatsoever
and Grantee violates any of the non-compete or non-solicit provisions or any other restrictive covenants contained in the Service Agreement,
then the Board, in its sole discretion, may require the Grantee to return to the Company the economic value of any award that was realized
or obtained by such Grantee at any time during the period beginning on the date that is 6 months prior to the date such Grantee’s
employment arrangement is terminated; provided, however, that if Grantee is a resident of the State of California, such right must be
exercised by the Company for cash within six months after the date of termination of Grantee’s employment arrangement with the
Company or within six months after exercise of the Option, whichever is later.


 


5. Withholding
Tax. Not later than the date as of which an amount first becomes includible in the gross income of the Grantee for Federal income
tax purposes with respect to the Option, the Grantee shall pay to the Company, or make arrangements satisfactory to the Board regarding
the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount (“Withholding
Tax”). The obligations of the Company under the Plan and pursuant to this Agreement shall be conditional upon such payment
or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes
from any payment of any kind otherwise due to the Grantee from the Company.


 




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6. Adjustments.
In the event of any change in the shares of Common Stock of the Company as a whole occurring as the result of a common stock split, or
reverse split, common stock dividend payable on shares of Common Stock, combination or exchange of shares, or other extraordinary or
unusual event occurring after the grant of the Option, the terms of this Option shall be equitably adjusted. Any such adjustments will
be made by the Board, whose determination will be final, binding and conclusive, provided such determination is made in good faith and
the adjustment to the Exercise Price and the number of shares of Common Stock or other property issuable upon exercise of this Option
appropriately reflects the change in the shares of Common Stock, and provided further that the aggregate purchase price payable for the
Option Shares shall remain the same.


 


7. Method
of Exercise.


 


7.1. Notice
to the Company. The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as
Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the
exercise price for the number of Option Shares specified in the notice and of the Withholding Taxes, if any.


 


7.2. Delivery
of Option Shares. If certificated, the Company shall deliver a certificate for the Option Shares to the Grantee as soon as practicable
after payment therefor.


 


7.3. Payment
of Purchase Price.


 


7.3.1. Cash
Payment. The Grantee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to
the order of the Company; the Company shall not be required to deliver certificates for Option Shares (if any) until the Company has
confirmed the receipt of good and available funds in payment of the purchase price thereof.


 




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7.3.2. Cashless
Payment. Provided that prior approval of the Company has been obtained, the Grantee may use Common Stock of the Company owned by
him or issuable to him upon exercise of the Option to pay the purchase price for the Option Shares by delivery of stock certificates
(if any) in negotiable form which are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances
or otherwise by reduction in the number of Shares of Common Stock deliverable to the Grantee upon the exercise of such Option or a combination
thereof, in each case, with a Fair Market Value equal to the purchase price for such Option Shares. Shares of Common Stock used for this
purpose shall be valued at the Fair Market Value.


 


7.3.3. Payment
of Withholding Tax. Any required Withholding Tax may be paid in cash or with Common Stock in accordance with Sections 8.3.1 and 8.3.2.


 


7.3.4. Exchange
Act Compliance. Notwithstanding the foregoing, the Company shall have the right to reject payment in the form of Common Stock if
in the opinion of counsel for the Company, (i) it could result in an event of “recapture” under Section 16(b) of the Securities
Exchange Act of 1934; (ii) such shares of Common Stock may not be sold or transferred to the Company; or (iii) such transfer would create
material legal difficulties for the Company.


 


8. Transfer.
Except as may be set forth in the next sentence of this Section, the Option shall not be transferable by the Grantee other than by will
or by the laws of descent and distribution, and the Option shall be exercisable, during the Grantee’s lifetime, only by the Grantee
(or, to the extent of legal incapacity or incompetency, the Grantee’s guardian or legal representative). Notwithstanding the foregoing,
the Grantee, with the approval of the Board, may transfer all or a portion of the Option (i) (A) by gift, for no consideration, or (B)
pursuant to a domestic relations order, in either case, to or for the benefit of the Grantee’s “Immediate Family” (as
defined below), or (ii) to an entity in which the Grantee and/or members of Grantee’s Immediate Family own more than fifty percent
of the voting interest, in exchange for an interest in that entity, subject to such limits as the Board may establish, and the transferee
shall remain subject to all the terms and conditions applicable to the Option prior to such transfer. The term “Immediate Family”
shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the
Grantee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest,
and a foundation in which these persons (or the Grantee) control the management of the assets.


 




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9. Company
Representations. The Company hereby represents and warrants to the Grantee that:


 


9.1. the
Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions
contemplated hereunder; and


 


9.2. the
Option Shares, when issued and delivered by the Company to the Grantee in accordance with the terms and conditions hereof, will be duly
and validly issued and fully paid and non-assessable.


 


10. Grantee
Representations. The Grantee hereby represents and warrants to the Company that:


 


10.1. he
is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof;


 


10.2. he
has received a copy of the Plan as in effect as of the date of this Agreement;


 


10.3. he
has received a copy of all reports and documents required to be filed by the Parent of the Company with the Securities and Exchange Commission
pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders;


 


10.4. he
understands that he is subject to the Company’s insider trading policy, if any, and has received a copy of such policy as of the
date of this Agreement;


 




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10.5. he
understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered
under the Securities Act of 1933 (“1933 Act”) or an exemption therefrom is available thereunder and that the Company
is under no obligation to register the Option Shares for sale under the 1933 Act;


 


10.6. in
his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of
the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional
information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense
necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above;


 


10.7. he
is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence
of registration under the 1933 Act or an exemption therefrom as provided herein; and


 


10.8. if,
at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates
evidencing the Option Shares shall bear the following legends:


 


“The
shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933.
The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.”


 


“The
shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of ________, a copy of which
is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”


 


11. Restriction
on Transfer of Option Shares. Anything in this Agreement to the contrary notwithstanding, the Grantee hereby agrees that he shall
not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him unless the Option Shares are registered under
the 1933 Act, or in the event that they are not so registered, an exemption from the 1933 Act registration requirements is available
thereunder and the Grantee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in
its reasonable opinion, shall deem such proposed transfer to be so exempt, and (ii) such transfer is in compliance with the Company’s
Insider Trading Policy, as in effect at such time.


 




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12. Miscellaneous.


 


12.1. Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this
Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier
to the parties at their respective addresses set forth herein, or to such other address as either party shall have specified by notice
in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.


 


12.2. Conflicts
with the Plan. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions
of this Agreement shall in all respects be controlling.


 


12.3. Grantee
and Stockholder Rights. The Grantee shall not have any of the rights of a stockholder with respect to the Option Shares until such
shares have been issued after the due exercise of the Option. Nothing contained in this Agreement shall be deemed to confer upon Grantee
any right to continued engagement with the Company or any subsidiary thereof, nor shall it interfere in any way with the right of the
Company to terminate Grantee in accordance with the provisions regarding such termination set forth in the Service Agreement.


 


12.4. Waiver.
The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other
or subsequent breach.


 


12.5. Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement
may not be amended except by writing executed by the Grantee and the Company.


 


12.6. Binding
Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent not prohibited
herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives
any rights, remedies, obligations or liabilities.


 


12.7. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to choice
of law provisions).


 


12.8. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above:


 


	 	LUCID
    DIAGNOSTICS INC.
	 	 
	 	By:	 
	 	Name:	Lishan
    Aklog, M.D.
	 	Title: 	Executive
    Chairman
	 	 	 
	 	GRANTEE:
	 	 	 
	 	 
	 	EMPLOYEE NAME


 




    	 



    	 



    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EXERCISE OF OPTION


 





	 	 	 
	 	        DATE	 






 





Lucid
Diagnostics Inc.

One Grand Central Plaza, Suite 4600

New York, NY 10165


Attention:
Chief Executive Officer


 


	 	Re:	Purchase of Option Shares




 


Gentlemen:


 


In
accordance with my Stock Option Agreement, dated as of _______, _____, with Lucid Diagnostics Inc. (“Company”), under
the Company’s 2018 Long-Term Incentive Equity Plan, I hereby irrevocably elect to exercise the right to purchase _____________
shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which are being purchased
for investment and not for resale.


 


As
payment for my shares, (check and complete applicable boxes):


 


		☐	enclosed
                                            is a ☐personal check or ☐certified check or ☐ bank check payable to the
                                            order of “Lucid Diagnostics Inc.” in the sum of $_____________;



 


		☐	enclosed
                                            is confirmation of wire transfer in the amount of $_____________; and/or



 


		☐	enclosed
                                            is, with the consent of the Company, a certificate for _____________ shares of the Company’s
                                            Common Stock, free and clear of any encumbrances, duly endorsed, having a Fair Market Value
                                            (as such term is defined in the 2018 Long-Term Incentive Equity Plan) of $_____________;
                                            and/or



 


		☐	I
                                            desire to pay the purchase price therefor through the cashless exercise method by tendering
                                            for cancellation a number of shares of the Company’s Common Stock issuable upon exercise
                                            of the Option, having a Fair Market Value of $________.



 


I
hereby represent and warrant to, and agree with, the Company that:


 


		(i)	I
                                            am acquiring the Option Shares for my own account, for investment, and not with a view towards
                                            the distribution thereof;



 




    	 



    	 



    

 


		(ii)	I
                                            have received a copy of the Plan and all reports and documents required to be filed by the
                                            Parent of Company with the Commission pursuant to the Exchange Act within the last 24 months
                                            and all reports issued by the Company to its stockholders;



 


		(iii)	I
                                            understand that I must bear the economic risk of the investment in the Option Shares, which
                                            cannot be sold by me unless they are registered under the Securities Act of 1933 (“1933
                                            Act”) or an exemption therefrom is available thereunder and that the Company is under
                                            no obligation to register the Option Shares for sale under the 1933 Act;



 


		(iv)	I
                                            agree that I will not sell, transfer by any means or otherwise dispose of the Option Shares
                                            acquired by me hereby except in accordance with Company’s policy, if any, regarding
                                            the sale and disposition of securities owned by employees and/or directors of the Company;



 


		(v)	in
                                            my position with the Company, I have had both the opportunity to ask questions and receive
                                            answers from the officers and directors of the Company and all persons acting on its behalf
                                            concerning the terms and conditions of the offer made hereunder and to obtain any additional
                                            information to the extent the Company possesses or may possess such information or can acquire
                                            it without unreasonable effort or expense necessary to verify the accuracy of the information
                                            obtained pursuant to clause (ii) above;



 


		(vi)	my
                                            rights with respect to the Option Shares shall, in all respects, be subject to the terms
                                            and conditions of the Company’s 2018 Long-Term Incentive Equity Plan and the Agreement.



 


		(vii)	I
                                            am aware that the Company shall place stop transfer orders with its transfer agent against
                                            the transfer of the Option Shares in the absence of registration under the 1933 Act or an
                                            exemption therefrom as provided herein; and



 


		(viii)	if,
                                            at the time of issuance of the Option Shares, the issuance of such shares have not been registered
                                            under the 1933 Act, the certificates evidencing the Option Shares shall bear the following
                                            legends:



 


“The
shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933.
The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.”


 


“The
shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of ________, _____, a copy of
which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions
thereof.”


 




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		(ix)	I
                                            am aware and understand that I may be subject to the Company’s insider trading policy
                                            as in effect from time to time.



 


		(x)	Upon
                                            receipt of the Option Shares, I agree to be bound by the Company’s shareholders agreement
                                            with respect to such Option Shares.



 


Kindly
forward to me my certificate at your earliest convenience.


 


Very
truly yours,


 


	 	 	 
	(Signature)	 	(Address)
	 	 	 
	 	 	 
	(Print
    Name)	 	(Address)
	 	 	 
	 	 	 
	(Social
    Security Number)	 	 


 




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