EX-10.1



 Exhibit 10.1 

IMPRIVATA, INC. 

AMENDED AND RESTATED 2002 STOCK OPTION AND
INCENTIVE PLAN 
 1. Purpose and Eligibility 

The purpose of this Amended and Restated 2002 Stock Option and Incentive Plan (the “Plan”) of Imprivata, Inc. (the
“Company”) is to provide stock options and other equity interests in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of whom are
eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a “Participant”. Additional definitions are contained in Section 8. 

2. Administration 
 a. Administration
by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules
relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any
action or determination relating to the Plan. 
 b. Appointment of Committees. To the extent permitted by applicable law, the Board
may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board. 

c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers
of the Company the power to grant Options and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Options to be granted and the maximum number of shares issuable to any
one Participant pursuant to Options granted by such executive officers. 
 3. Stock Available for Awards 

a. Number of Shares. Subject to adjustment under Section 3(c), the aggregate number of shares of Common Stock of the Company (the
“Common Stock”) that may be issued pursuant to the Plan is 10,088,020 shares. If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than cost, such shares of Common Stock shall again be available
for the grant of Awards under the Plan; provided, however, that the cumulative number of such shares that may be so reissued under the Plan will not exceed 10,088,020 shares. Subject to such overall limitations, shares of Common Stock may be
issued up to such maximum number pursuant to any type or types of Award. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 







 b. Per-Participant Limit. Subject to adjustment under Section 3(c) and beginning on
the date that the Company becomes subject to Section 162(m) of the Code, no Participant may be granted Awards during any one fiscal year to purchase more than 2,000,000 shares of Common Stock. 

c. Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, (i) the number and class of securities available for Awards under the Plan and the
per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately and equitably or proportionately adjusted by the Company (or substituted Awards may be made). The Board shall, in any event, make such adjustments as may be required by
Section 25102(o) of the California Corporation Code and the rules and regulations promulgated thereunder. If Section 7(e)(i) applies for any event, this Section 3(c) shall not be applicable. 

4. Stock Options 
 a. General. The
Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option and the Common Stock issued upon the exercise of each Option, including vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable. 

b. Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422
of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Board and the Company
shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a
“Nonstatutory Stock Option.” 
 c. Exercise Price. The Board shall establish the exercise price (or determine the
method by which the exercise price shall be determined) at the time each Option is granted and specify it in the applicable option agreement, provided that the exercise price shall be no less than the Fair Market Value on the date of grant, and in
the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price shall be no less than 110 percent of the Fair Market Value on the date of grant. 

  
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 d. Duration of Options. Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable option agreement; provided that no Option shall be exercisable more than ten years from the date of grant and, in the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, no more than five years from the date of grant. 
 e. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised. 

f. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the
following forms of payment: 
 (i) by check payable to the order of the Company; 

(ii) except as otherwise explicitly provided in the applicable option agreement, and only if the Common Stock is then publicly traded, delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 
 (iii) to
the extent explicitly provided in the applicable option agreement, by (x) delivery of shares of Common Stock owned by the Participant valued at Fair Market Value, (y) delivery of a promissory note of the Participant to the Company (and
delivery to the Company by the Participant of a check in an amount equal to the par value of the shares purchased), or (z) payment of such other lawful consideration as the Board may determine. 

5. Restricted Stock 
 a. Grants.
The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of cash or other lawful consideration in an amount at least equal to the par value of the shares
purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”). 

b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its
designee). After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary
designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate. 

  
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 6. Other Stock-Based Awards 

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine,
including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. 

7. General Provisions Applicable to Awards 

a. Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable
only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 

b. Documentation. Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as
executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan provided that such terms and conditions do not contravene the
provisions of the Plan. 
 c. Board Discretion. The terms of each type of Award need not be identical, and the Board need not treat
Participants uniformly. 
 d. Termination of Status. 

(i) The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the
employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

 (ii) Notwithstanding the foregoing, Options granted to Participants residing in California shall be subject to the terms of this
Section 7(d)(ii). Any portion of an Option that is not vested and exercisable on the date of termination of a Participant’s service shall immediately expire and be null and void. Once any portion of the Option becomes vested and
exercisable, the Participant’s right to exercise such portion of the Option (or the Participant’s representatives and legatees as applicable) in the event of a termination of the Participant’s service shall continue until the earliest
of: (i) the date which is: (A) six months following the date on which the Participant’s service terminates due to death or disability (or such longer period of time as determined by the Board and set forth in the applicable option
agreement), or (B) 30 days following the date on which the Participant’s service terminates if the termination is due to any reason other than death or disability (or such longer period of time as determined by the Committee and set forth
in the applicable option agreement), or (ii) the expiration date set forth in the option agreement; provided that notwithstanding the foregoing, an option agreement may provide that if the Participant’s service is terminated for
Cause, the Option shall terminate immediately and be null and void upon the date of the Participant’s termination and shall not thereafter be exercisable. 

  
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 e. Acquisition of the Company 

(i) Consequences of an Acquisition. Upon the consummation of an Acquisition, the Board or the board of directors of the surviving or
acquiring entity (as used in this Section 7(e)(i), also the “Board”), shall, as to outstanding Awards (on the same basis or on different bases as the Board shall specify), make appropriate provision for the continuation of
such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable or proportionate basis for the shares then subject to such Awards either (a) the consideration payable with
respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the
fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the Fair Market Value of the shares of Common Stock subject to such Awards immediately preceding the Acquisition. In addition to or in
lieu of the foregoing, (A) with respect to outstanding Options, the Board may, on the same basis or on different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more Options then outstanding
must be exercised (to the extent then vested and exercisable, including by reason of any acceleration in connection with the Acquisition; provided that the exercise of any Options not exercisable prior to the Acquisition shall be subject to the
consummation of the Acquisition), in whole or in part, within a specified number of days of the date of such notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part,
shall be terminated in exchange for a cash payment equal to the excess of the Fair Market Value for the shares subject to such Options (to the extent then vested and exercisable, including by reason of any acceleration in connection with the
Acquisition) over the exercise price thereof and (B) with respect to outstanding shares of unvested Common Stock subject to an Award or acquired pursuant to exercise of an Option, the Board may, on the same basis or on different bases as the
Board shall specify, without the consent of the Participant, provide that all such unvested shares of Common Stock (other than those becoming vested as a result of the Acquisition) shall be forfeited and repurchased at a price per share equal to the
original purchase price, or provide that any unvested shares of Common Stock shall be cancelled in exchange for a cash payment equal to the Fair Market Value of such cancelled shares. Unless otherwise determined by the Board (on the same basis or on
different bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an Option or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended
for an Option or other Award pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. 

(ii) Acquisition Defined. An “Acquisition” shall mean: (x) the sale of the Company by merger in which the
shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially all of the assets or capital stock of the Company
(other than in a spin-off or similar transaction) or (z) any other acquisition of the business of the Company, as determined by the Board. 

  
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 (iii) Assumption of Options Upon Certain Events. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate
thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 
 f.
Withholding. Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event
creating the tax liability. The Board may allow Participants to satisfy such tax obligations in whole or in part by transferring shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair
Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 

g. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting
therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall
be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. 

h. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 

i. Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the
case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock
Option. In the event of the acceleration of the exercisability of one or more outstanding Options, including pursuant to paragraph (e)(i), the Board may provide, as a condition of full exercisability of any or all such Options, that the Common Stock
or other substituted consideration, including cash, as to which exercisability has been accelerated shall be restricted and subject to forfeiture back to the Company at the option of 

  
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the Company at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such restricted stock or other consideration being
equivalent to the timing and other terms of the superseded exercise schedule of the related Option. 
 8. Miscellaneous 

a. Definitions. 
 (i)
“Cause” shall have the meaning as set forth in the applicable award agreement(s). In the case that any award agreement does not contain a definition of “Cause,” it shall mean (i) gross negligence or willful
malfeasance in the performance of the Participant’s work or a breach of fiduciary duty or confidentiality obligations to the Company by the Participant; (ii) failure to follow the proper directions of the Participant’s direct or
indirect supervisor after written notice of such failure; (iii) the commission by the Participant of illegal conduct relating to the Company; (iv) disregard by the Participant of the material rules or material policies of the Company which
has not been cured within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Participant that have generated material adverse publicity toward or about the Company. 

(ii) “Company,” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of
Imprivata, Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Imprivata, Inc., as defined in Section 424(e) of the Code. For purposes of Awards other than
Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion. 

(ii) “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 

(iii) “employee” for purposes of eligibility under the Plan (but not for purposes of Section 4(b)) shall include a person
to whom an offer of employment has been extended by the Company. 
 (iv) “Fair Market Value” of the Common Stock on any
given date means the fair market value of the Common Stock determined in good faith by the Board based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. 

(v) “Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary. 

b. No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan. 

  
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 c. No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof. 

d. Effective Date and Term of Plan. The Plan, as amended and restated, shall become effective on the date on which it is adopted by the
Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan, as amended and restated, was adopted by the Board, but Awards previously granted may extend beyond that date. 

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 

f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the
laws of Delaware, without regard to any applicable conflicts of law. 
  

			
		  	 Adopted by the Board of Directors on

February 13, 2002
  

Approved by the stockholders on
 February 14, 2002

 
 Amended and Restated Plan adopted by the

Board of Directors on December 13, 2011
  

Amended and Restated Plan approved by the
 stockholders on
December 13, 2011



  
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 Imprivata, Inc. 

INCENTIVE STOCK OPTION AGREEMENT  

Imprivata, Inc. (the “Company”) hereby grants the following stock option pursuant to its Amended and Restated 2002 Stock
Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. 
 Name of optionee (the “Optionee”):

 Date of this option grant: 

Number of shares of the Company’s Common Stock subject to this option (“Shares”): 

Option exercise price per share: 

Vesting Start Date: 
 Vesting
Schedule: 
  

			
	 All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein.

		
	 Payment alternatives (specify any or all of Section 7(a)(i) through (iii):
	  	7(a)(i), 7(a)(ii) and 7(a)(iii)

 This option satisfies in full all commitments that the Company has to the Optionee with respect to the
issuance of stock, stock options or other equity securities. 
  

							
		 		 	Imprivata, Inc.
				
	  

Signature of Optionee
	 		 	By:	 	  

		 		 		 	 Name:
 Title:

	  

Street Address
  
	 		 		 	
	  

City/State/Zip Code
	 		 		 	








 Imprivata, Inc. 

INCENTIVE STOCK OPTION AGREEMENT — INCORPORATED
TERMS AND CONDITIONS 
 1. Grant Under Plan. This option is granted
pursuant to and is governed by the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. 

2. Grant as Incentive Stock Option. This option is intended to qualify as incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”). 
 3. Vesting of Option. The Optionee
may exercise this option on or after the date of this option grant for the number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the
Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional number of shares of Common Stock set opposite the applicable vesting date. Notwithstanding the
foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is ten years from the date of this option
grant. For purposes of this option, “Business Relationship” means service to the Company or its successor in the capacity of an employee, officer, director or consultant. 

4. Termination of Business Relationship. 

(a) Termination. If the Optionee’s Business Relationship with the Company ceases, voluntarily or involuntarily,
with or without cause, no further installments of this option shall become exercisable, and this option shall expire (may no longer be exercised) after the passage of three months from the date of termination, but in no event later than the
scheduled expiration date. Any determination under this agreement as to the status of a Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors of the Company. 

(b) Employment Status. For purposes hereof, with respect to employees of the Company, employment shall not be considered
as having terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the employment of the Optionee after the approved
period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company’s written
approval of the leave of absence. For purposes hereof, if the Optionee is an employee of the Company and the Optionee’s employment terminates, and if the employment relationship is followed immediately by a consulting arrangement between the
Optionee and the Company, the Optionee’s Business Relationship shall be considered 







 
to have been continuously maintained, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this option. This option shall not be affected by
any change of employment within or among the Company and its Subsidiaries so long as the Optionee continuously remains an employee of the Company or any Subsidiary. 

5. Death; Disability. 

(a) Death. Upon the death of the Optionee while the Optionee is maintaining a Business Relationship with the Company,
this option may be exercised, to the extent otherwise exercisable on the date of the Optionee’s death, by the Optionee’s estate, personal representative or beneficiary to whom this option has been transferred pursuant to Section 10,
only at any time within 180 days after the date of death, but not later than the scheduled expiration date. 
 (b)
Disability. If the Optionee ceases to maintain a Business Relationship with the Company by reason of his or her disability, this option may be exercised, to the extent otherwise exercisable on the date of cessation of the Business
Relationship, only at any time within 180 days after such cessation of the Business Relationship, but not later than the scheduled expiration date. For purposes hereof, “disability” means “permanent and total
disability” as defined in Section 22(e)(3) of the Code. 
 6. Partial Exercise. This option may be exercised in part at
any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share. 
 7.
Payment of Exercise Price. 
 (a) Payment Options. The exercise price shall be paid by one or any
combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof: 
  

	 	(i)	by check payable to the order of the Company; or 

  

	 	(ii)	delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price; or 

  

	 	(iii)	subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), by delivery of shares of Common Stock having a
fair market value equal as of the date of exercise to the option price. 








 In the case of (iii) above, fair market value as of the date of exercise
shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Common Stock on the principal national securities
exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market (or successor trading
system), if the Common Stock is not then traded on a national securities exchange. 
 (b) Limitations on Payment by
Delivery of Common Stock. If Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock held by the Optionee (“Old Stock”) to the Company in full or partial payment of the exercise price and the Old Stock so
delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the
Optionee paid for the Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common
Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months. 

8. Securities Laws Restrictions on Resale. Until registered under the Securities Act of 1933, as amended, or any successor statute (the
“Securities Act”), the Shares will be illiquid and will be deemed to be “restricted securities” for purposes of the Securities Act. Accordingly, such shares must be sold in compliance with the registration requirements of
the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless the Shares have been registered under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the
Company. 
 9. Method of Exercising Option. Subject to the terms and conditions of this agreement, this option may be exercised by
written notice to the Company at its principal executive office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of Shares for which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing such shares as soon
as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall
so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event this option shall be exercised, pursuant to Section 5 hereof, by any person
or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. 







 10. Option Not Transferable. This option is not transferable or assignable except by will
or by the laws of descent and distribution. During the Optionee’s lifetime only the Optionee can exercise this option. 
 11. No
Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it. 
 12.
No Obligation to Continue Business Relationship. Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship. 

13. Adjustments. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise. 
 14. Withholding
Taxes. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other
property acquired pursuant to this option, the Optionee hereby agrees that the Company may withhold from the Optionee’s wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be
withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company does not
withhold an amount from the Optionee’s wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld. 

15. Restrictions on Transfer; Company’s Right of First Refusal. 

(a) Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the
laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the
Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to
the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer.
Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days
after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company, such
Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property
other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company. 







 (b) Sale of Shares to Offeror. The Optionee may, for 60 days after the
expiration of the 30-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Offered Shares not purchased or agreed to be purchased by the Company or its assignee;
provided, however, that the Optionee shall not sell such Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating
that the Optionee shall not sell his or her Shares to such Offeror; and provided, further, that prior to the sale of such Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to
be subject to the restrictions set forth in this Section 15. If any or all of such Shares are not sold pursuant to an Offer within the time permitted above, the unsold Shares shall remain subject to the terms of this Section 15. 

(c) Failure to Deliver Shares. If the Optionee (or his or her legal representative) who has become obligated to sell
Shares hereunder shall fail to deliver such shares to the Company in accordance with the terms of this agreement, the Company may, at its option, in addition to all other remedies it may have, mail to such Optionee the purchase price for such shares
as is herein specified. Thereupon, the Company: (i) shall cancel on its books the certificate or certificates representing such Shares to be sold; and (ii) shall issue, in lieu thereof, a new certificate or certificates in the name of the
Company representing such Shares (or cancel such Shares), and thereupon all of such Optionee’s rights in and to such Shares shall terminate. 

(d) Expiration of Company’s Right of First Refusal and Transfer Restrictions. The first refusal rights of the
Company and the transfer restrictions set forth in this Section 15 shall expire as to Shares on the earliest to occur of (i) the tenth anniversary of the date of this agreement, (ii) immediately prior to the closing of a public
offering of Common Stock by the Company pursuant to an effective registration statement filed under the Securities Act, or (iii) the occurrence of an Acquisition that is not a Private Transaction. For purposes of the foregoing, “Private
Transaction” shall mean any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities
which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of
the transaction for resale to the public pursuant to the Securities Act. In addition, if the Company and the Optionee are parties to an agreement containing first refusal provisions similar to the foregoing, such other agreement shall control. 

16. Early Disposition. The Optionee agrees to notify the Company in writing immediately after the Optionee transfers any Shares, if
such transfer occurs on or before the later of (a) the date that is two years after the date of this agreement or (b) the date that is one year after the date on which the Optionee acquired such Shares. The Optionee also agrees to provide
the Company with any information concerning any such transfer required by the Company for tax purposes. 







 17. Lock-up Agreement. The Optionee agrees that in the event that the Company effects an
initial underwritten public offering of Common Stock registered under the Securities Act, the Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s)
of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive officers agree to be similarly bound. 

18. Arbitration. Any dispute, controversy, or claim arising out of, in connection with, or relating to the performance of this
agreement or its termination shall be settled by arbitration in the Commonwealth of Massachusetts, pursuant to the rules then obtaining of the American Arbitration Association. Any award shall be final, binding and conclusive upon the parties and a
judgment rendered thereon may be entered in any court having jurisdiction thereof. 
 19. Provision of Documentation to Optionee. By
signing this agreement the Optionee acknowledges receipt of a copy of this agreement and a copy of the Plan. 
 20. Miscellaneous.

 (a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by mail, if to the
Optionee, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary. 

(b) Entire Agreement; Modification. This agreement constitutes the entire agreement between the parties relative to the
subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this agreement. This agreement may be modified, amended or rescinded only by a written agreement
executed by both parties. 
 (c) Fractional Shares. If this option becomes exercisable for a fraction of a share
because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. 
 (d) Issuances of
Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any
change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, spin-off, split-up or other similar change in capitalization or event, the
restrictions contained in this agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Shares, except as otherwise determined by
the Board. 







 (e) Severability. The invalidity, illegality or unenforceability of any
provision of this agreement shall in no way affect the validity, legality or enforceability of any other provision. 
 (f)
Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. 

(g) Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the principles of the conflicts of laws thereof. 







 Imprivata, Inc. 

NONSTATUTORY STOCK OPTION AGREEMENT 

Imprivata Inc. (the “Company”) hereby grants the following stock option pursuant to its Amended and Restated 2002 Stock
Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. 
  

					
	 Name of optionee (the “Optionee”):
	  			
	 Date of this option grant:
	  			
	 Number of shares of the Company’s Common Stock subject to this option (“Shares”):
	  			
	 Option exercise price per share:
	  			
	 Number, if any, of Shares that may be purchased on or after the grant date:
	  	 	- 0 -	  
	 Shares that are subject to vesting schedule:
	  			
	 Vesting Start Date:
	  			

 Vesting Schedule: 
  

			
	 One year from Vesting Start Date (the “Anniversary Date”):
	  	                     shares
		
	 Each month after the Anniversary Date:
	  	an additional                  shares
		
	 Thirty-six months from the Anniversary Date:
	  	all remaining Shares
		
	All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein.	  	
		
	Payment alternatives (specify any or all of Section 7(a)(i) through (iii):	  	

 This option satisfies in full all commitments that the Company has to the Optionee with respect to the
issuance of stock, stock options or other equity securities. 
  

							
		 		 	Imprivata, Inc.
				
	  

Signature of Optionee
	 		 	By:	 	  

		 		 		 	 Name of Officer:
 Title:

	  

Street Address
  
	 		 		 	
	  

City/State/Zip Code
	 		 		 	








 Imprivata, Inc. 

NONSTATUTORY STOCK OPTION AGREEMENT — INCORPORATED
TERMS AND CONDITIONS 
 1. Grant Under Plan. This option is granted
pursuant to and is governed by the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. 

2. Grant as Non-Qualified Stock Option. This option is a non-statutory stock option and is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”). 

3. Vesting of Option. The Optionee may exercise this option on or after the date of this option grant for the number of shares of
Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page hereof,
the Optionee may exercise this option for the additional number of shares of Common Stock set opposite the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this
option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is ten years from the date of this option grant. For purposes of this option, “Business Relationship” means service to the
Company or its successor in the capacity of an employee, officer, director or consultant. 
 4. Termination of Business Relationship.

 (a) Termination. If the Optionee’s Business Relationship with the Company ceases, voluntarily or
involuntarily, with or without cause, no further installments of this option shall become exercisable and this option shall expire (may no longer be exercised) after the passage of three months from the date of termination, but in no event later
than the scheduled expiration date. Any determination under this agreement as to the status of a Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors of the Company. 

(b) Employment Status. For purposes hereof, with respect to employees of the Company, employment shall not be considered
as having terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the employment of the Optionee after the approved
period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company’s written
approval of the leave of absence. For purposes hereof, if the Optionee is an employee of the Company and the Optionee’s employment terminates, and if the employment relationship is followed immediately by a consulting arrangement between the
Optionee and the Company, the Optionee’s Business Relationship shall be considered 







 
to have been continuously maintained, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this option. This option shall not be affected by
any change of employment within or among the Company and its Subsidiaries so long as the Optionee continuously remains an employee of the Company or any Subsidiary. 

5. Death; Disability. 

(a) Death. Upon the death of the Optionee while the Optionee is maintaining a Business Relationship with the Company,
this option may be exercised, to the extent otherwise exercisable on the date of the Optionee’s death, by the Optionee’s estate, personal representative or beneficiary to whom this option has been transferred pursuant to Section 10,
only at any time within 180 days after the date of death, but not later than the scheduled expiration date. 
 (b)
Disability. If the Optionee ceases to maintain a Business Relationship with the Company by reason of his or her disability, this option may be exercised, to the extent otherwise exercisable on the date of cessation of the Business
Relationship, only at any time within 180 days after such cessation of the Business Relationship, but not later than the scheduled expiration date. For purposes hereof, “disability” means “permanent and total
disability” as defined in Section 22(e)(3) of the Code. 
 6. Partial Exercise. This option may be exercised in part at
any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share. 
 7.
Payment of Exercise Price. 
 (a) Payment Options. The exercise price shall be paid by one or any
combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof: 
  

	 	(i)	by check payable to the order of the Company; or 

  

	 	(ii)	delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price; or 

  

	 	(iii)	subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), by delivery of shares of Common Stock having a
fair market value equal as of the date of exercise to the option price. 








 In the case of (iii) above, fair market value as of the date of exercise
shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Common Stock on the principal national securities
exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market (or successor trading
system), if the Common Stock is not then traded on a national securities exchange. 
 (b) Limitations on Payment by
Delivery of Common Stock. If Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock held by the Optionee (“Old Stock”) to the Company in full or partial payment of the exercise price and the Old Stock so
delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the
Optionee paid for the Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common
Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months. 

8. Securities Laws Restrictions on Resale. Until registered under the Securities Act of 1933, as amended, or any successor statute (the
“Securities Act”), the Shares will be illiquid and will be deemed to be “restricted securities” for purposes of the Securities Act. Accordingly, such shares must be sold in compliance with the registration requirements of
the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless the Shares have been registered under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the
Company. 
 9. Method of Exercising Option. Subject to the terms and conditions of this agreement, this option may be exercised by
written notice to the Company at its principal executive office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of Shares for which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing such shares as soon
as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall
so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event this option shall be exercised, pursuant to Section 5 hereof, by any person
or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. 







 10. Option Not Transferable. This option is not transferable or assignable except by will
or by the laws of descent and distribution. During the Optionee’s lifetime only the Optionee can exercise this option. 
 11. No
Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it. 
 12.
No Obligation to Continue Business Relationship. Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship. 

13. Adjustments. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise. 
 14. Withholding
Taxes. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other
property acquired pursuant to this option, the Optionee hereby agrees that the Company may withhold from the Optionee’s wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be
withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company does not
withhold an amount from the Optionee’s wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld. 

15. Restrictions on Transfer; Company’s Right of First Refusal. 

(a) Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the
laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the
Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to
the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer.
Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days
after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company, such
Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property
other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company. 







 (b) Sale of Shares to Offeror. The Optionee may, for 60 days after the
expiration of the 30-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Offered Shares not purchased or agreed to be purchased by the Company or its assignee;
provided, however, that the Optionee shall not sell such Shares to such Offeror if such Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating
that the Optionee shall not sell his or her Shares to such Offeror; and provided, further, that prior to the sale of such Shares to an Offeror, such Offeror shall execute an agreement with the Company pursuant to which such Offeror agrees to
be subject to the restrictions set forth in this Section 15. If any or all of such Shares are not sold pursuant to an Offer within the time permitted above, the unsold Shares shall remain subject to the terms of this Section 15. 

(c) Failure to Deliver Shares. If the Optionee (or his or her legal representative) who has become obligated to sell
Shares hereunder shall fail to deliver such shares to the Company in accordance with the terms of this agreement, the Company may, at its option, in addition to all other remedies it may have, mail to such Optionee the purchase price for such shares
as is herein specified. Thereupon, the Company: (i) shall cancel on its books the certificate or certificates representing such Shares to be sold; and (ii) shall issue, in lieu thereof, a new certificate or certificates in the name of the
Company representing such Shares (or cancel such Shares), and thereupon all of such Optionee’s rights in and to such Shares shall terminate. 

(d) Expiration of Company’s Right of First Refusal and Transfer Restrictions. The first refusal rights of the
Company and the transfer restrictions set forth in this Section 15 shall expire as to Shares on the earliest to occur of (i) the tenth anniversary of the date of this agreement, (ii) immediately prior to the closing of a public
offering of Common Stock by the Company pursuant to an effective registration statement filed under the Securities Act, or (iii) the occurrence of an Acquisition that is not a Private Transaction. For purposes of the foregoing, “Private
Transaction” shall mean any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities
which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of
the transaction for resale to the public pursuant to the Securities Act. In addition, if the Company and the Optionee are parties to an agreement containing first refusal provisions similar to the foregoing, such other agreement shall control. 

16. Lock-up Agreement. The Optionee agrees that in the event that the Company effects an initial underwritten public offering of Common
Stock registered under the Securities Act, the Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, 







 
without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that
all of the Company’s then directors and executive officers agree to be similarly bound. 
 17. Arbitration. Any dispute,
controversy, or claim arising out of, in connection with, or relating to the performance of this agreement or its termination shall be settled by arbitration in the Commonwealth of Massachusetts, pursuant to the rules then obtaining of the American
Arbitration Association. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof. 

18. Provision of Documentation to Optionee. By signing this agreement the Optionee acknowledges receipt of a copy of this agreement and
a copy of the Plan. 
 19. Miscellaneous. 

(a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by mail, if to the Optionee,
to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary. 

(b) Entire Agreement; Modification. This agreement constitutes the entire agreement between the parties relative to the
subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this agreement. This agreement may be modified, amended or rescinded only by a written agreement
executed by both parties. 
 (c) Fractional Shares. If this option becomes exercisable for a fraction of a share
because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. 
 (d) Issuances of
Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any
change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, spin-off, split-up or other similar change in capitalization or event, the
restrictions contained in this agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Shares, except as otherwise determined by
the Board. 
 (e) Severability. The invalidity, illegality or unenforceability of any provision of this agreement
shall in no way affect the validity, legality or enforceability of any other provision. 







 (f) Successors and Assigns. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. 

(g) Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the principles of the conflicts of laws thereof.