Exhibit 10.1


 


SEMLER SCIENTIFIC, INC.


NOTICE OF GRANT OF STOCK OPTION


 


The Participant has been granted an option
(the “Option”) to purchase certain Shares of Semler Scientific, Inc. (the “Company”)
pursuant to the Semler Scientific, Inc. 2014 Stock Incentive Plan (the “Plan”), as follows:


 


	Participant:	 
	 	 
	Date of Grant:	 
	 	 
	Number of Option Shares:	 
	 	 
	Exercise Price:	$
	 	 
	Initial Vesting Date:	The date one (1) month after the Date of Grant
	 	 
	Option Expiration Date:	The date ten (10) years after the Date of Grant
	 	 
	Tax Status of Option:	Nonstatutory Stock Option
	 	 
	Vested Shares:	Except as provided in the Award Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date as follows:
	 	 
	 	 	Vested
    Ratio
	 	For each full month of the Participant’s continuous Service beginning on the Initial Vesting Date and ending when the Vested Ratio equals 1/1	1/48


 


Capitalized terms not defined herein shall
have the meaning as set forth in the Plan.


 


Upon any other termination of Participant’s
Service, any portion of the Option that is not vested and exercisable as of such date of termination shall automatically expire
in accordance with Section 7 of the Award Agreement.


 


The Exercise Price represents an amount
the Company believes to be no less than the fair market value of a Share as of the Date of Grant, determined in good faith in compliance
with the requirements of Section 409A of the Code. However, there is no guarantee that the Internal Revenue Service will agree
with the Company’s determination. A subsequent IRS determination that the Exercise Price is less than such fair market value
could result in adverse tax consequences to the Participant. By signing below, the Participant agrees that the Company, its Directors,
Officers and shareholders shall not be held liable for any tax, penalty, interest or cost incurred by the Participant as a result
of such determination by the IRS. The Participant is urged to consult with his or her own tax advisor regarding the tax consequences
of the Option, including the application of Section 409A.


 


By their signatures below, the Company
and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Plan and the Award Agreement,
both of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the Plan and
the Award Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Option
subject to all of their terms and conditions.


 


	SEMLER SCIENTIFIC, INC.	 	PARTICIPANT	 
	 	 	 	 
	By:	 	 	 	 
	 	Signature	 	Signature	 
	 	 	 	 	 
	 	 	 	 	 
	 	Printed Name	 	Printed Name	 
	 	 	 	 
	Its:	 	 	 	 
	 	 	Date	 





	Address: 	2330 NW Everett Street	 	 	 
	 	Portland, OR 97210	 	Address	 
	 	 	 	 	 


 


ATTACHMENTS: Semler
Scientific, Inc. 2014 Stock Incentive Plan, as amended to the Date of Grant; Award Agreement and Exercise Notice


 




     


     

    

 


SEMLER
SCIENTIFIC, inc.


STOCK OPTION AWARD AGREEMENT


 


Semler Scientific, Inc. has granted to
the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this
Award Agreement is attached an Option to purchase certain Shares of Stock upon the terms and conditions set forth in the Grant
Notice and this Award Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and
conditions of the Semler Scientific, Inc. 2014 Stock Incentive Plan (the “Plan”), as amended to the Date
of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges
receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this
Award Agreement and the Plan, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Award
Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board
upon any questions arising under the Grant Notice, this Award Agreement or the Plan.


 


		1.	Definitions
and Construction.



 


1.1.         Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2.         Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


		2.	Tax Consequences.



 


This Option is intended to be a Nonstatutory
Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


		3.	Administration.



 


All questions of interpretation concerning
the Grant Notice, this Award Agreement, the Plan or any other form of agreement or other document employed by the Company in the
administration of the Plan or the Option shall be determined by the Board. All such determinations by the Board shall be final,
binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions,
decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or the Option or
other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final,
binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf
of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated
to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.


 




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		4.	Exercise of
the Option.



 


4.1         Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date
and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less
the number of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares
than the Number of Option Shares, as adjusted pursuant to Section 9.


 


4.2         Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant
in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including
a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide
an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall
be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state
the Participant’s election to exercise the Option, the number of shares of Stock for which the Option is being exercised
and such other representations and agreements as to the Participant’s investment intent with respect to such shares of Stock
as may be required pursuant to the provisions of this Award Agreement. Further, each Exercise Notice must be received by the Company
prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise
Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company
of such electronic or written Exercise Notice and the aggregate Exercise Price.


 


		4.3	Payment of Exercise Price.



 


a.         Forms of
Consideration Authorized. Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise
price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent,
(ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market
Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions
to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares
being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless
Exercise”), or (iv) by such other consideration as may be approved by the Board from time to time to the extent permitted
by applicable law, or (v) by any combination thereof. The Board may at any time or from time to time grant Options which do not
permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one
or more forms of consideration.


 




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		4.4	Tax Withholding.



 


(a)         In General.
At the time the Award Agreement is executed, or at any time thereafter as requested by the Company, the Participant
hereby authorizes withholding from payroll and any other amounts payable to the Participant,
and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company, if any, which arise in connection with the grant, vesting or exercise of the Option or the issuance
of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Common Stock until the tax
obligations of the Company have been satisfied by the Participant.


 


(b)         Withholding
in Securities. The Company may, in its discretion, permit or require the Participant to satisfy all or any portion of the
tax obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Option a number
of shares of Stock having a fair market value, as determined by the Company as of the date on which the tax obligations arise,
not in excess of the amount of such tax obligations determined by the applicable withholding rates. In the event that the Company
determines that the tax obligations will not be satisfied by the method described above, Participant authorizes the designated
plan administrator or any successor plan administrator, to sell a number of shares of Stock that are purchased under the Option,
which the Company determines is sufficient to generate an amount that meets the tax obligations plus additional shares of Stock,
as necessary. To account for rounding and market fluctuation, and to pay such tax withholding amounts to the Company. The shares
of Stock may be sold as part of a block trade with other Participants of the Plan in which all Participants receive an average
price. Any adverse consequences to the Participant resulting from the procedure permitted under this Subsection 4.4, including,
without limitation, tax consequences, shall be the sole responsibility of the Participant.


 


(c)         Consultation.
The Participant hereby acknowledges that he or she understands that the Participant may suffer adverse tax consequences as a result
of the Participant’s exercise of the Option or disposition of the Stock. The Participant hereby represents that the Participant
has consulted with any tax consultants the Participant deems advisable in connection with the exercise of the Option or disposition
of the Stock and that the Participant is not relying on the Company for any tax advice.


 


4.5         Beneficial
Ownership of Stock; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to
deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the
Company has notice any or all shares of Stock acquired by the Participant pursuant to the exercise of the Option. Except as provided
by the preceding sentence, a certificate for the Stock as to which the Option is exercised shall be registered in the name of the
Participant, or, if applicable, in the names of the heirs of the Participant.


 


4.6         Restrictions
on Grant of the Option and Issuance of Stock. The grant of the Option and the issuance of Stock upon exercise of the Option
shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.
The Option may not be exercised if the issuance of Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which
the Stock may then be listed.


 




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The inability of the Company to obtain
from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary
to the lawful issuance and sale of any shares of Stock subject to the Option shall relieve the Company of any liability in respect
of the failure to issue or sell such shares of Stock as to which such requisite authority shall not have been obtained. As a condition
to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.


 


4.7         Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


		5.	Nontransferability
of the Option.



 


During the lifetime of the Participant,
the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. The Option
shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable
laws of descent and distribution.


 


		6.	Termination
of the Option.



 


The Option shall terminate and may no longer
be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on
the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or
(c) a Change in Control to the extent provided in Section 8.


 


		7.	Effect of
Termination of Service.



 


7.1         Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent
that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then
vested only during the applicable time period as determined below and thereafter shall terminate.


 


a.         Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised
and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the
date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


b.         Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the


 




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Participant’s death at any time prior
to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no
later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if
the Participant dies within three (3) months after the Participant’s termination of Service.


 


c.         Termination
for Cause. Notwithstanding any other provision of this Award Agreement, if the Participant’s Service is terminated
for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.


 


d.         Other Termination
of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service
terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which
the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


7.2         Extension
if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise
of the Option within the applicable time periods set forth in Subsection 7.1 is prevented by the provisions of Subsection 4.6,
the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise first would no longer
be prevented by such provisions or (b) the end of the applicable time period under Subsection 7.1, but in any event no later than
the Option Expiration Date.


 


		8.	Effect of
Change in Control.



 


In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect
the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option
a substantially equivalent option for the Acquiror’s stock. For purposes of this Section 8, the Option or any portion thereof
shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and
conditions of the Plan and this Award Agreement, for each share of Stock subject to such portion of the Option immediately prior
to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which
a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration
is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be
received upon the exercise of the Option for each Share to consist solely of common stock of the Acquiror equal in Fair Market
Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration
may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion,
determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith
estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be
outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed
or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in


 




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Control. Notwithstanding the foregoing,
Stock acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change
in Control with respect to such Stock shall continue to be subject to all applicable provisions of this Award Agreement except
as otherwise provided herein.


 


		9.	Rights as
a Stockholder, Director, Employee or Consultant.



 


The Participant shall have no rights as
a stockholder with respect to any Stock covered by the Option until the date of the issuance of the Stock for which the Option
has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the
date the shares of Stock are issued, except as provided in the Plan. If the Participant is an Employee, the Participant understands
and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company
and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this
Award Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere
in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee
or Consultant, as the case may be, at any time.


 


		10.	Miscellaneous
Provisions.



 


10.1         Termination
or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided
in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised
portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable
law or government regulation, including, but not limited to Section 409A of the Code. No amendment or addition to this Award Agreement
shall be effective unless in writing.


 


10.2         Compliance
with Section 409A. The Company intends that income realized by the Participant pursuant to the Plan and this Award Agreement
will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Award Agreement shall be interpreted
and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion,
may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of Section 409A
of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code.
However, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for income
realized by the Participant pursuant to the Plan or this Award Agreement. In any event, and except for the responsibilities of
the Company set forth in Subsection 4.4., no Participating Company shall be responsible for the payment of any applicable taxes
on income realized by the Participant pursuant to the Plan or this Award Agreement.


 


10.3         Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Award Agreement.


 




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10.4         Binding
Effect. Subject to the restrictions on transfer set forth herein, this Award Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


10.5         Delivery
of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery electronic delivery at the e-mail address, if any, provided for
the Participant by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered
or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing
from time to time to the other party.


 


a.         Description
of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice,
this Award Agreement, and any reports of the Company provided generally to the Company’s shareholders, may be delivered to
the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant
Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as
the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery
of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document
via e-mail or such other means of electronic delivery specified by the Company.


 


b.         Consent to
Electronic Delivery. The Participant acknowledges that the Participant has read Subsection 10.5(a) of this Award Agreement
and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice
and Exercise Notice, as described in Subsection 10.5(a). The Participant acknowledges that he or she may receive from the Company
a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or
in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide
the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery
of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Subsection
10.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic
mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service
or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents
described in Subsection 10.5(a).


 


10.6         Integrated
Agreement. The Grant Notice, this Award Agreement and the Plan, together with any employment, service or other agreement
with the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement
of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede
any prior agreements, understandings,


 




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restrictions, representations, or warranties
among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein
or therein, the provisions of the Grant Notice, the Award Agreement and the Plan shall survive any exercise of the Option and shall
remain in full force and effect.


 


10.7         Applicable
Law. This Award Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements
between Delaware residents entered into and to be performed entirely within the State of Delaware.


 


10.8         Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 




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	 	 	Participant:	 
	X Nonstatutory Stock Option	 	 
	 	 	 
	Date:	 	 	 
	 	 	 
	STOCK OPTION EXERCISE NOTICE	 	 
	Semler Scientific, Inc.	 	 
	Attention: ________________	 	 
	 	 	 	 	 





Ladies and Gentlemen:


 


1.         Option.
I was granted an option (the “Option”) to purchase shares of the common stock (the “Stock”)
of Semler Scientific, Inc. (the “Company”) pursuant to the Company’s Stock Incentive Plan (the
“Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Award
Agreement as follows:


	Date of Grant:	[INSERT DATE]
	Number of Option Shares:	 
	Exercise Price per Share:	$


 


2.         Exercise
of Option. I hereby elect to exercise the Option to purchase the following number of shares of Stock, all of which are
Vested Shares, in accordance with the Grant Notice and the Award Agreement:


	Total Shares Purchased:	 
	Total Exercise Price (Total Shares $ per Share)	$	 


 


3.         Payments.
I enclose payment in full of the total exercise price for the Stock in the following form(s), as authorized by my Award Agreement:


	__  Cashless Exercise	 
	__  Cash / Check:	$	 
	__  Tender of Company Stock:	Contact Plan Administrator


 


4.         Tax Withholding.
I authorize payroll withholding, net-share withholding and otherwise will make adequate provision for the federal, state, local
and foreign tax withholding obligations of the Company, if any, in connection with the Option.


 


5.         Participant
Information.


	My address is:	 
	 	 
	My Social Security Number is:	 
	 	 	 





6.         Tax Consultation.
I hereby acknowledge that I understand that I may suffer adverse tax consequences as a result of my purchase or disposition of
the Stock. I hereby represent that I am not relying on the Company for any tax advice.


 


7.         Binding
Effect. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Award Agreement,
copies of which I have received and carefully read and understand. This Agreement shall inure to the benefit of and be binding
upon my heirs, executors, administrators, successors and assigns.


 


	 	Very truly yours,
	 	 
	 	____________________________________
	 	(Signature)


 


	Receipt of the above is hereby acknowledged.	 
	Semler Scientific, Inc.	 
	 	 
	By: 	 	 





	Title: 	 	 





	Dated: