cellynx_ex1023.htm


    Exhibit 10.23

     

    
      


       

      CELLYNX,
INC.

       

      Nonstatutory
Stock Option Agreement

      Granted Under 2007 Stock
Incentive Plan

      (Ash –
6,737,996)

      


      1. Grant of
Option.

       

      This
agreement evidences the grant by CELLYNX, INC., a California corporation (the
“Company”), on May 20,
2008 (the
“Grant Date”) to Daniel
Ash, an employee of the Company (the “Participant”), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company’s
2007 Stock Incentive Plan (the “Plan”), a total of 6,737,448
shares (the “Shares”) of common stock, no par value per share, of
the Company (“Common Stock”) at $0.099
per Share.   Unless earlier terminated, this option shall expire
at 5:00 p.m., Eastern time, on the fifth
anniversary of this Agreement (the “Final Exercise
Date”).

       

      It is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”).  Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms.

       

      2. Vesting
Schedule.

       

      This
option will become exercisable (“vest”) as to 33.3%
of the original number of Shares on the first
anniversary of the Grant Date and as to an additional 66.7%
of the original number of Shares at the end of each successive month
following the first anniversary of the Grant Date until the third anniversary of the Grant
Date.

       

      The right
of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for which it is
vested until the earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.

       

      3. Exercise of
Option.

       

      (a) Form of
Exercise.  Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan.  The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share.

       

      (b) Continuous Relationship with
the Company Required.  Except as otherwise provided in this
Section 3, this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times since the
Grant Date, an employee, director or officer of, or consultant or advisor to,
the Company or any parent or subsidiary of the Company as defined in Section
424(e) or (f) of the Code (an “Eligible Participant”).

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (c) Termination of Relationship
with the Company.  If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) and
(e) below, the right to exercise this option shall terminate three months after such
cessation (but in no event after the Final Exercise Date), provided that this option
shall be exercisable only to the extent that the Participant was entitled to
exercise this option on the date of such cessation.  Notwithstanding
the foregoing, if the Participant, prior to the Final Exercise Date, violates
the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation.

       

      (d) Exercise Period Upon Death
or Disability.  If the Participant dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code) prior to the Final
Exercise Date while he or she is an Eligible Participant and the Company has not
terminated such relationship for “cause” as specified in paragraph (e) below,
this option shall be exercisable, within the period of one year following the
date of death or disability of the Participant, by the Participant (or in the
case of death by an authorized transferee), provided that this option
shall be exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise
Date.

       

      (e) Discharge for
Cause.  If the Participant, prior to the Final Exercise Date,
is discharged by the Company for “cause” (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge.  “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities to
the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company), as determined by the Company, which determination shall be
conclusive.  The Participant shall be considered to have been
discharged for “Cause” if the Company determines, within 30 days after the
Participant’s resignation, that discharge for cause was warranted.

       

      4. Registration.

       

      Once the
Company’s shares of common stock are publicly traded, the Company shall file a
registration statement on S-8 relating to the Shares and shall file any and all
amendments to such registration statement in order that the Participant may sell
or otherwise transfer the Shares upon exercise to the fullest extent permitted
under applicable federal and state securities laws.

       

      5. Agreement in Connection with
Public Offering.

       

      The
Participant agrees, in connection with the initial underwritten public offering
of the Company’s securities pursuant to a registration statement under the
Securities Act, (i) not to sell, make short sale of, loan, grant any options for
the purchase of, or otherwise dispose of any shares of Common Stock held by the
Participant (other than those shares included in the offering) without the prior
written consent of the Company or the underwriters managing such initial
underwritten public offering of the Company’s securities for a period of 180
days from the effective date of such registration statement, and (ii) to execute
any agreement reflecting clause (i) above as may be requested by the Company or
the managing underwriters at the time of such offering.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      6. Withholding.

       

      No Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law to
be withheld in respect of this option.

       

      7. Nontransferability of
Option.

       

      This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the
Participant.

       

      8. Provisions of the
Plan.

       

      This
option is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this option.

       

      IN
WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer.  This option shall take
effect as a sealed instrument.

       

    

     

    
       

      
        
          	 
      	 
      	
                  CELLYNX,
      INC.

                
	 	 	 
	 	 	 
	
                  Dated:
      _________

                	 
      	
                  By:
      _____________________________

                
	 
      	 
      	
                  Name:
      _______________________

                
	 
      	 
      	
                  Title:
      ________________________

                


        

      

       

       

      PARTICIPANT’S
ACCEPTANCE

       

      The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned hereby acknowledges receipt of a
copy of the Company’s 2007 Stock Incentive Plan.

       

      
         

        
          
            	 
      	 
      	
                    PARTICIPANT:

                  
	 	 	 
	 	 	 
	
                     

                  	 
      	
                    ___________________________________

                  
	 
      	 
      	
                    Address:
      ________________________

                  
	 
      	 
      	
                     ________________________

                  


          

        

         

         

      

       

       

       

      3