Exhibit 10.3(b)






 


Tivic
Health Systems Inc.


Stock
Option Grant Notice


2017
Equity Incentive Plan


 


FOR GOOD AND VALUABLE CONSIDERATION, Tivic Health Systems Inc., a California
corporation (the “Company”), hereby grants to the Optionee named below, a stock option (the “Option”)
to purchase any part or all of the specified number of shares of its Common Stock (“Option Shares”), upon the terms
and subject to the conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), at the specified purchase
price per share without commission or other charge. The Option is granted pursuant to the Company’s 2017 Equity Incentive Plan (the
 “Plan”), attached hereto, and the Stock Option Agreement (the “Option Agreement”), attached hereto
and promulgated under the Plan and in effect as of the date of this Grant Notice.


 


	Optionee:	
  
	Date of Grant:	
  
	Vesting Commencement Date:	
  
	Number of Option Shares:	
  
	Exercise Price (Per Share):	
    $
	Total Exercise Price:	
    $
	Expiration Date:	
    Ten years after Date of Grant*




 


	1.	Type of Grant:	x Incentive Stock Option1	 ̈ Nonstatutory Stock Option	 
	 	 	 	 	 
	2.	Exercise Schedule:	x Same as Vesting Schedule	 ̈ Early Exercise Permitted 	 



 


3.          Vesting Schedule:               Except as otherwise herein
provided or as set forth in the Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional
share) as of any date shall be determined as follows: (i) no Option Shares will be vested prior to the Vesting Commencement Date;
(ii) twenty-five percent (25%) of the Option Shares will be vested and exercisable upon the one (1) year anniversary of the Vesting
Commencement Date; and (iii) the remaining Option Shares will vest and become exercisable in a series of thirty-six (36) successive
equal monthly installments, rounded downward to the nearest whole share, measured from the thirteen (13) month anniversary of the
Vesting Commencement Date, such that 100% of the Option Shares will be vested and exercisable upon the fourth (4th) anniversary of
the Vesting Commencement Date; provided, however, that there has not been a Termination of Service (as defined in the Plan),
as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of
Service.


 


4.           Acceleration on Change
in Control. Notwithstanding the provisions of Section 3 hereof, in the event of a Change in Control (as defined in the Plan):


 


(a)       Provided
that there has not been a Termination of Services as of such date, the right to exercise this Option shall accelerate automatically and
vest in full, and this Option shall become exercisable as to all of the Option Shares, effective as of immediately prior to the consummation
of the Change in Control unless this Option is to be assumed by the acquiring or successor entity (or parent thereof) or a new
option or New Incentives are to be issued in exchange therefor, as provided in Section 4(b) below. If the vesting of this Option will
accelerate pursuant to this Section 4(a), then the Board shall cause written notice of the Change in Control transaction to be given to
the Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction.


 


(b)       The
vesting of this Option shall not accelerate if and to the extent that: (i) this Option (including the unvested portion thereof)
is to be assumed by the acquiring or successor entity (or parent thereof) or a new option of comparable value is to be issued in exchange
therefor pursuant to the terms of the Change in Control transaction, or (ii) this Option (including the unvested portion thereof)
is to be replaced by the acquiring or successor entity (or parent thereof) with other incentives of comparable value under a new incentive
program (“New Incentives”) containing such terms and provisions as the Board in its discretion may consider equitable.
If this Option is assumed, or if a new option of comparable value is issued in exchange therefor, then this Option or the new option shall
be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that
the Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this
Option had this Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the
Exercise Price such that the aggregate Exercise Price of this Option or the new option shall remain the same as nearly as practicable.


 





 






1
       If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock
Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option.


 






     


     


    

 


(c)       If
the provisions of Section 4(b) above apply, then this Option, the new option or the New Incentives shall continue to vest in accordance
with the provisions of Section 3 hereof and shall continue in effect for the remainder of the term of this Option in accordance with the
provisions hereof. However, in the event of an Involuntary Termination (as defined below), which results in Optionee’s Termination
of Service, in connection with or within twenty-four (24) months following such Change in Control, then vesting of this Option, the new
option or the New Incentives shall accelerate in full automatically effective upon such Involuntary Termination.


 


(d)       “Involuntary
Termination” shall mean Optionee’s Termination of Service by reason of:


 


(A)       Optionee’s
involuntary dismissal or discharge by the Company, or by the acquiring or successor entity (or parent or any subsidiary thereof employing
the Optionee) for reasons other than Cause (as defined in the Option Agreement), or


 


(B)       Optionee’s
voluntary resignation following (x) a change in Optionee’s position with the Company, the acquiring or successor entity (or
parent or any subsidiary thereof) which materially reduces Optionee’s duties and responsibilities, (y) a reduction in Optionee’s
level of compensation (including base salary, fringe benefits and target bonus under any performance based bonus or incentive programs)
by more than ten percent (10%), or (z) a relocation of Optionee’s principal place of employment by more than thirty (30) miles,
provided and only if such change, reduction or relocation is effected without Optionee’s written consent.


 


(e)       The
provisions of this Section shall not limit the grounds for the dismissal or discharge of Optionee or any other individual in the service
of the Company, the acquiring or successor entity (or parent or any subsidiary thereof).


 


	5.	Payment:	By one or a combination of the following items (described in the Plan):




 


		x	By cash or check



 


		 ̈	By net exercise, if the Company has established procedures for
net exercise



 


6.       Additional Terms/Acknowledgements:
The undersigned Optionee acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement, and the Plan.
Further, by their signatures below, the Company and the Optionee agree that the Option is governed by this Grant Notice and by the provisions
of the Plan and Option Agreement, both of which are attached to and made a part of this Grant Notice. Optionee acknowledges receipt of
copies of the Plan and the Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts
the Option subject to all of their terms and conditions. Optionee further acknowledges that, as of the Date of Grant, this Grant Notice,
the Option Agreement and the Plan set forth the entire understanding between Optionee and the Company regarding the acquisition of stock
in the Company and supersede all prior oral and written agreements on that subject, with the exception of options previously granted under
the Plan.


 






     


     


    

 


The Exercise Price (Per Share) has been set at no less than one hundred
percent (100%) of the fair market value of the Common Stock on the Date of Grant based on what the Company regards as good faith compliance
with the applicable guidance issued by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section
409A”) in order to avoid the Option being treated as deferred compensation under Section 409A. However, the Company can give
no assurance that the IRS will agree that the Exercise Price (Per Share) is at least one hundred percent (100%) of the fair market value
of the Common Stock on the Date of Grant. Accordingly, by signing below, Optionee agrees and acknowledges that the Company and each of
its officers, employees, directors and stockholders shall not be liable to Optionee or any other person for any applicable taxes, interest,
penalties or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under
Section 409A. The undersigned Optionee should consult with his or her own tax advisor concerning the tax consequences of the Option as
deferred compensation under Section 409A.


 


*Optionee understands and acknowledges that: (i) the vesting of
the Option Shares will terminate upon a Termination of Service (as defined in the Plan) to the Company; (ii) the Option may generally
only be exercisable for a short period of time following a Termination of Service, and will thereafter terminate; and (iii) the Option
Shares are subject to a Right of Repurchase and a Right of First Refusal in favor of the Company as set forth in the Option Agreement.


 


	Tivic Health Systems Inc.	 	Optionee:



 


	By:	 	 	 
	 	Signature	 	Signature



 


	Title:	 	 	Date:	 



 


	Date:	Date:	 	 



 


		Attachments:	(I) Option Agreement



(II) 2017 Equity Incentive Plan


(III) Notice of Exercise


 






     


     


    

 


Attachment I


 


Option
Agreement


 






     


     


    

 


Attachment II


 


2017
Equity Incentive Plan


 






     


     


    

 


Attachment III


 


Notice
Of Exercise


 


Tivic Health Systems Inc.


___________________


___________________


 


	 	Date of Exercise: 	 




 


Ladies and Gentlemen:


 


This constitutes notice under
my Option that I elect to purchase the number of shares for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	 	Nonstatutory   ̈	 
	 	 	 	 	 
	Stock option dated:		 		 
	 	 	 	 	 
	Number of shares as to which option is exercised:		 		 
	 	 	 	 	 
	Certificates to be issued in name of:		 		 
	 	 	 	 	 
	Total exercise price:	$_____________________	 	$_____________________	 
	 	 	 	 	 
	Cash or check payment delivered herewith:	$_____________________	 	$_____________________	 


 


By this exercise, I agree
(i) to provide such additional documents as you may require pursuant to the terms of the Tivic Health Systems Inc. 2017 Equity Incentive
Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this Option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within
fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this Option that occurs
within two (2) years after the date of grant of this Option or within one (1) year after such shares of Common Stock are issued upon exercise
of this Option.


 


I hereby make the following
certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”),
which are being acquired by me for my own account upon exercise of the Option as set forth above:


 


I acknowledge that the Shares
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute
 “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company
that I have no present intention of distributing or selling said Shares, except as permitted under the Option Agreement (as defined in
the Stock Option Grant Notice executed by me), Securities Act and any applicable state securities laws.


 


I further acknowledge that
I will not be able to resell the Shares except as otherwise permitted in the Option Agreement, and for at least ninety days (90) after
the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under
Rule 144.


 






     


     


    

 


I further acknowledge that
all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends
reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Option Agreement, the Company’s
Certificate of Incorporation, Bylaws and/or applicable securities laws.


 


I further agree that, if required
by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for
the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock
or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement
of the Company filed under the Securities Act or such longer period as necessary to permit compliance the FINRA Rule of Conduct or Rule
472(f)(4) of the New York Stock Exchange, as amended, or any similar or successor regulatory rules and regulations (the “Lock
Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or
the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions
until the end of such Lock Up Period.


 


	 	Very truly yours,
	 	 
	 	 




 






     


     


    

 


Tivic
Health Systems Inc.


Stock
Option Grant Notice


2017
Equity Incentive Plan


 


FOR GOOD AND VALUABLE CONSIDERATION, Tivic Health Systems Inc., a California
corporation (the “Company”), hereby grants to the Optionee named below, a stock option (the “Option”)
to purchase any part or all of the specified number of shares of its Common Stock (“Option Shares”), upon the terms
and subject to the conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), at the specified purchase
price per share without commission or other charge. The Option is granted pursuant to the Company’s 2017 Equity Incentive Plan (the
 “Plan”), attached hereto, and the Stock Option Agreement (the “Option Agreement”), attached hereto
and promulgated under the Plan and in effect as of the date of this Grant Notice.


 


	Optionee:	
	Date
    of Grant:	
	Vesting
    Commencement Date:	
	Number
    of Option Shares:	
	Exercise
    Price (Per Share):	
	Total
    Exercise Price:	
	Expiration
    Date:	Ten
    years after Date of Grant*



 





	1.	Type of Grant:	 ̈ Incentive Stock Option2	 ̈ Nonstatutory Stock Option	
	 	 	 	 	 
	2.	Exercise Schedule:	xSame as Vesting Schedule	 ̈ Early Exercise Permitted	 


 


3.          Vesting Schedule:              Except as otherwise herein
provided or as set forth in the Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional
share) as of any date shall be determined as follows: (i) no Option Shares will be vested prior to the Vesting Commencement Date;
(ii) twenty-five percent (25%) of the Option Shares will be vested and exercisable upon the one (1) year anniversary of the Vesting
Commencement Date; and (iii) the remaining Option Shares will vest and become exercisable in a series of thirty-six (36) successive
equal monthly installments, rounded downward to the nearest whole share, measured from the thirteen (13) month anniversary of the
Vesting Commencement Date, such that 100% of the Option Shares will be vested and exercisable upon the fourth (4th) anniversary of
the Vesting Commencement Date; provided, however, that there has not been a Termination of Service (as defined in the Plan),
as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of
Service.


 


	4.	Payment:	By one
or a combination of the following items (described in the Plan):



 


		x	By cash or check



 


		 ̈	By net exercise, if the Company has established procedures for
net exercise



 


5.           Additional Terms/Acknowledgements:
The undersigned Optionee acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement, and the Plan.
Further, by their signatures below, the Company and the Optionee agree that the Option is governed by this Grant Notice and by the provisions
of the Plan and Option Agreement, both of which are attached to and made a part of this Grant Notice. Optionee acknowledges receipt of
copies of the Plan and the Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts
the Option subject to all of their terms and conditions. Optionee further acknowledges that, as of the Date of Grant, this Grant Notice,
the Option Agreement and the Plan set forth the entire understanding between Optionee and the Company regarding the acquisition of stock
in the Company and supersede all prior oral and written agreements on that subject, with the exception of options previously granted under
the Plan.


 





 



2        If this is an Incentive
Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.


 






     


     


    

 


The Exercise Price (Per Share) has been set at no less than one hundred
percent (100%) of the fair market value of the Common Stock on the Date of Grant based on what the Company regards as good faith compliance
with the applicable guidance issued by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section
409A”) in order to avoid the Option being treated as deferred compensation under Section 409A. However, the Company can give
no assurance that the IRS will agree that the Exercise Price (Per Share) is at least one hundred percent (100%) of the fair market value
of the Common Stock on the Date of Grant. Accordingly, by signing below, Optionee agrees and acknowledges that the Company and each of
its officers, employees, directors and stockholders shall not be liable to Optionee or any other person for any applicable taxes, interest,
penalties or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under
Section 409A. The undersigned Optionee should consult with his or her own tax advisor concerning the tax consequences of the Option as
deferred compensation under Section 409A.


 


*Optionee understands and acknowledges that: (i) the vesting of
the Option Shares will terminate upon a Termination of Service (as defined in the Plan) to the Company; (ii) the Option may generally
only be exercisable for a short period of time following a Termination of Service, and will thereafter terminate; and (iii) the Option
Shares are subject to a Right of Repurchase and a Right of First Refusal in favor of the Company as set forth in the Option Agreement.


 





	Tivic Health Systems Inc.	 	Optionee:



 


	By:	 	 	 
	 	Signature	 	Signature



 


	Title:	 	 	Date:	 



 


	Date:		 	 



 


		Attachments:	(I) Option Agreement



(II) 2017 Equity Incentive Plan


(III) Notice of Exercise


 






     


     


    

 


Attachment I


 


Option
Agreement


 






     


     


    

 


Attachment II


 


2017
Equity Incentive Plan


 






     


     


    

 


Attachment III


 


Notice
Of Exercise


 


Tivic Health Systems Inc.


___________________


___________________


 


	 	Date of Exercise: 	 




 


Ladies and Gentlemen:


 


This constitutes notice under
my Option that I elect to purchase the number of shares for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	 	Nonstatutory   ̈	 
	 	 	 	 	 
	Stock option dated:		 		 
	 	 	 	 	 
	Number of shares as to which option isexercised:		 		 
	 	 	 	 	 
	Certificates to be issued in name of:		 		 
	 	 	 	 	 
	Total exercise price:	$_____________________	 	$_____________________	 
	 	 	 	 	 
	Cash or check payment deliveredherewith:	$_____________________	 	$_____________________	 


 


By this exercise, I agree (i) to provide such additional documents
as you may require pursuant to the terms of the Tivic Health Systems Inc. 2017 Equity Incentive Plan, (ii) to provide for the payment
by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this Option, and (iii) if
this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition
of any of the shares of Common Stock issued upon exercise of this Option that occurs within two (2) years after the date of grant of
this Option or within one (1) year after such shares of Common Stock are issued upon exercise of this Option.


 


I hereby make the following
certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”),
which are being acquired by me for my own account upon exercise of the Option as set forth above:


 


I acknowledge that the Shares
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute
 “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company
that I have no present intention of distributing or selling said Shares, except as permitted under the Option Agreement (as defined in
the Stock Option Grant Notice executed by me), Securities Act and any applicable state securities laws.


 


I further acknowledge that
I will not be able to resell the Shares except as otherwise permitted in the Option Agreement, and for at least ninety days (90) after
the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under
Rule 144.


 






     


     


    

 


I further acknowledge that
all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends
reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Option Agreement, the Company’s
Certificate of Incorporation, Bylaws and/or applicable securities laws.


 


I further agree that, if required
by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for
the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock
or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement
of the Company filed under the Securities Act or such longer period as necessary to permit compliance the FINRA Rule of Conduct or Rule
472(f)(4) of the New York Stock Exchange, as amended, or any similar or successor regulatory rules and regulations (the “Lock
Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or
the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions
until the end of such Lock Up Period.


 


	 	Very truly yours,
	 	 
	 	 




 






     


     


    

 


Stock
Option Agreement


 


(Incentive
Stock Option or Nonstatutory Stock Option)


 


Tivic
Health Systems Inc. 2017 Equity Incentive Plan


 


                                                      Effective as of:


 


Pursuant to the Stock Option
Grant Notice (“Grant Notice”) and this Stock Option Agreement (“Option Agreement”), Tivic Health
Systems Inc., a California corporation (the “Company”), has granted to Optionee an option under its 2017 Equity Incentive
Plan (the “Plan”), to purchase the number of shares of the Company’s Common Stock indicated in Optionee’s
Grant Notice, at the exercise price indicated in such Grant Notice. This Option Agreement is incorporated by reference into and made a
part of the Grant Notice. Whenever capitalized terms are used in this Option Agreement, they shall have the meaning specified (i) in the
Plan, (ii) in the relevant Grant Notice, or (iii) below, unless the context clearly indicates to the contrary.


 


The details of the Option
granted to Optionee are as follows:


 


1.                 
Term of Option. Subject to the maximum time
limitations in Sections 5(b) and 6(a) of the Plan, the term of the Option shall be the period commencing on the Date of Grant and ending
on the Expiration Date (as defined in the Grant Notice), unless terminated earlier as provided herein or in the Plan.


 


2.                 
Exercise Price. The Exercise Price of the
Option granted hereby shall be as provided in the Grant Notice.


 


3.                 
Exercise of Option.


 


(a)      
The Grant Notice sets forth the rate at which the Option Shares shall become subject to purchase
(“vest”) by Optionee.


 


(b)      
In the event of a Change in Control of the Company, except as otherwise may be provided in the Plan
or Grant Notice, the vesting of the Option shall not accelerate, and the Option shall terminate if not exercised (to the extent
then vested and exercisable) at or prior to such Change in Control.


 


(c)      
Optionee shall exercise the Option, to the extent exercisable, in whole or in part, by sending written
notice to the Company on a Notice of Exercise in the form attached to the Grant Notice of his or her intention to purchase Option Shares
hereunder, together with a check in the amount of the full purchase price of the Option Shares to be purchased, or such other form of
payment as permitted by the Grant Notice. Except as otherwise consented to by the Company, Optionee shall not exercise the Option at any
one time with respect to less than five percent (5%) of the total Option Shares set forth in the Grant Notice unless Optionee exercises
all of the Option then vested and exercisable.


 






     


     


    

 


(d)      
If the Option is an Incentive Stock Option, by Optionee’s exercise of the Option, Optionee
agrees that he or she will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of the Date of Grant or within
one (1) year after such shares of Common Stock are transferred upon exercise of the Option.


 


(e)      
Optionee agrees to complete and execute any additional documents which the Company reasonably requests
that Optionee complete in order to comply with applicable federal, state and local securities laws, rules and regulations.


 


(f)       
Subject to the Company’s compliance with all applicable laws, rules and regulations relating
to the issuance of such Option Shares and Optionee’s compliance with all the terms and conditions of the Grant Notice, this Option
Agreement, and the Plan, the Company shall promptly deliver the Option Shares to Optionee.


 


(g)      
Except as otherwise provided herein or in the Plan, the Option may be exercised during the lifetime
of Optionee only by Optionee.


 


(h)      
In the event that Optionee is an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), Optionee may not exercise his or her Option
until the later date (i) that he or she shall have completed at least six (6) months of service to the Company measured from the Date
of Grant specified in Optionee’s Grant Notice, or (ii) the date set forth in the Grant Notice. 


 


4.                 
Exercise Prior to Vesting (“Early Exercise”).
If expressly permitted by the Grant Notice and subject to the provisions of this Option Agreement, Optionee may, at any time that is both
(i) prior to a Termination of Service; and (ii) prior to the Expiration Date, elect to exercise all or part of the Option, including the
nonvested portion of the Option; provided, however, that:


 


(a)      
a partial exercise of the Option shall be deemed to cover first any vested Option Shares and then
the earliest vesting installment(s) of unvested Option Shares;


 


(b)      
any Option Shares so purchased from installments which have not vested as of the date of exercise
shall be subject to a purchase option in favor of the Company, pursuant to an Early Exercise Stock Purchase Agreement in form satisfactory
to the Company;


 


(c)      
Optionee shall enter into the Early Exercise Stock Purchase Agreement with a vesting schedule that
will result in the same vesting as if no early exercise had occurred; and


 


(d)      
as provided in the Plan, if the Option is an Incentive Stock Option, to the extent that the aggregate
Fair Market Value (determined at the time of grant) of Common Stock with respect to which the Option plus all other Incentive Stock Options
held by Optionee are exercisable for the first time during any calendar year (under all plans of the Company and its Affiliates) exceeds
One Hundred Thousand Dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.


 


5.                 
Option Not Transferable. The Option granted
hereunder shall not be transferable in any manner other than as provided in Section 6(d) of the Plan. More particularly (but without limiting
the foregoing), the Option may not be assigned, transferred (except as expressly provided in the Plan), pledged or hypothecated in any
way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment
or similar process upon the Option, shall be null and void and without effect.


 






    2 


     


    

 


6.                 
Termination of Option.


 


(a)      
To the extent not previously exercised, the Option shall terminate on the Expiration Date; provided,
however, that except as otherwise provided in this Section 6, the Option may not be exercised more than sixty (60) days after the
Termination of Service of Optionee for any reason (other than for Cause, as defined in the Plan, or upon Optionee’s death or Disability).
Within such sixty (60)-day period, except as may otherwise be specifically provided in this Option Agreement or any other agreement
between Optionee and the Company which has been approved by the Board, Optionee may exercise the Option only to the extent the same was
exercisable on the date of such termination and said right to exercise shall terminate at the end of such period.


 


(b)      
In the event of the Termination of Service of Optionee as a result of Optionee’s Disability,
the Option shall be exercisable for a period of six (6) months from the date of such termination, but in no event later than the Expiration
Date and only to the extent that the Option was exercisable on the date of such termination.


 


(c)      
In the event of the Termination of Service of Optionee as a result of Optionee’s death, the
Option shall be exercisable by Optionee’s estate (or by the person who acquires the right to exercise the Option by will or by the
laws of descent and distribution) for a period of twelve (12) months from the date of such termination, but in no event later than the
Expiration Date and only to the extent that Optionee was entitled to exercise the Option on the date of death.


 


(d)      
In the event of the Termination of Service of Optionee for Cause (as defined below), unless otherwise
determined by the Board, (A) the Option shall expire as of the date of the first occurrence giving rise to such termination or upon the
Expiration Date, whichever is earlier; (B) Optionee shall have no rights with respect to any unexercised portion of the Option; and (C)
any Option Shares issued in respect of the exercise of the Option on or after the date of the first act and/or event constituting Cause
shall have occurred shall be deemed to have been issued in respect of an expired option, and shall thereupon be deemed null and void
ab initio, and Optionee shall have no claims to, or rights in, any such Option Shares. “Cause” means with respect to Optionee,
the occurrence of any of the following events, as reasonably determined by the Board in each case: (i) Optionee’s commission of
any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii)
Optionee’s commission, or attempted commission, of, or participation in, a fraud or act of dishonesty against the Company or any
Affiliate, or any of their respective employees, officers or directors; (iii) Optionee’s intentional, material violation of any
contract or agreement between the Optionee and the Company or any Affiliate or of any statutory duty owed to the Company or any Affiliate;
(iv) Optionee’s unauthorized use or disclosure of the Company’s or an Affiliate’s material confidential information
or trade secrets; (v) Optionee’s gross misconduct in connection with Optionee’s service to the Company or an Affiliate; or
(vi) Optionee’s failure to promptly return all documents and other tangible items belonging to the Company or its Affiliates in
the Participant’s possession or control, including all complete or partial copies, recordings, abstracts, notes or reproductions
of any kind made from or about such documents or information contained therein, upon a Termination of Service for any reason. “Cause”
shall not require that a civil judgment or criminal conviction have been entered against, or guilty plea shall have been made by, Optionee
regarding any of the matters referred to in clauses (i) through (vi). Accordingly, the Board shall be entitled to determine “Cause”
based on its good faith belief. If the Optionee is criminally charged with a felony or similar offense, that shall be a sufficient, but
not a necessary, basis for such a belief. Unless otherwise specifically provided in the Grant Notice, the foregoing definition of “Cause”
shall apply for all purposes relating to the Option, notwithstanding any employment or other agreement by and between Optionee and the
Company or any Affiliate thereof that defines a termination on account of “Cause” (or a term having similar meaning). Any
determination by the Board that an Optionee’s Termination of Service is for Cause may be made following a Termination of Service
and shall be communicated by written notice to Optionee within 30 days after a Termination of Service; provided, however, that
after such 30-day period, the Board may make a determination that a Termination of Service is for “Cause” based upon clear
and convincing evidence subsequently received by the Board, that an event or events constituting Cause have occurred on or prior the date
of the Termination of Service and, in such event, any Option Shares issued in respect of the exercise of the Option on or after the date
that the first act and/or event constituting Cause shall have occurred, shall be deemed to have been issued in respect of an expired option
and shall thereupon be deemed null and void ab initio, and Optionee shall have no claims to, or rights in, any such Option Shares.



 






    3 


     


    

 


(e)      
Notwithstanding the foregoing, the Option is subject to earlier termination upon a Change in Control,
as provided in Section 3(b) above and in Section 11 of the Plan, or upon the dissolution of the Company. If the Option will terminate
in connection with a Change in Control, the Company shall provide written notice to Optionee of a proposed transaction constituting a
Change in Control, not less than ten (10) days prior to the anticipated effective date of the proposed transaction.


 


(f)       
Notwithstanding anything herein to the contrary, no portion of any Option which is not exercisable
by Optionee upon the Termination of Service of such Optionee shall thereafter become exercisable, regardless of the reason for such termination,
except as may otherwise be specifically provided in this Option Agreement or any other agreement between Optionee and the Company which
has been approved by the Board.


 


7.                 
No Right to Continued Service. The Option
does not confer upon Optionee any right to continue as an Employee or Director of, or Consultant to, the Company or an Affiliate, nor
does it limit in any way the right of the Company or an Affiliate to terminate Optionee’s employment or other relationship with
the Company or an Affiliate, at any time, with or without Cause.


 


8.                 
Right of Repurchase of Option Shares.


 


(a)      
In furtherance of, and not in limitation of Section 5, the Option Shares issued pursuant to the Option
shall be subject to a right, but not an obligation, of repurchase by the Company and/or its assignee(s) (the “Right of Repurchase”),
at the price determined under Section 8(b) below, if prior to the termination of the Right of Repurchase as provided in Section 10(d)
below, a Termination of Service occurs for any reason, including as a result of Optionee’s death or Disability. Without the Company’s
prior written consent, Option Shares issued by the Company shall not be transferable by Optionee during the period during which the Right
of Repurchase applies, and the Company may take such steps as it deems necessary to ensure compliance with this restriction.


 


(b)      
The price per share at which the Company may exercise the Right of Repurchase (the “Repurchase
Price”) shall be the Fair Market Value of an Option Share on the date the Company exercises its Right of Repurchase, except
as otherwise provided in an Early Exercise Stock Purchase Agreement referred to in Section 4.


 






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(c)      
The Company’s Right of Repurchase shall terminate if not exercised by written notice from the
Company to Optionee within ninety (90) days after the Termination of Service (or within 90 days after the date of exercise in the case
of Option Shares purchased after the Termination of Service). If the Company exercises its Right of Repurchase, it shall give notice thereof
to Optionee within such ninety (90)-day period, and, upon receipt of such notice, Optionee shall immediately endorse and deliver to the
Company the stock certificate(s) representing the Option Shares being repurchased, and the Company shall then promptly pay, pursuant to
the provisions of Section 8(d) below, the total Repurchase Price to Optionee. If the Company exercises its Right of Repurchase, it may
exercise its right with respect to all or part of such Option Shares.


 


(d)      
The Repurchase Price shall be paid first by cancellation of any obligation for accrued but unpaid
interest outstanding under notes issued by Optionee upon purchase of the Option Shares (if any), next by cancellation of principal outstanding
under such notes (if any), and finally by payment in cash of the balance due.


 


(e)      
In the event the Company does not elect to exercise its Right of Repurchase within the ninety (90)-day
period, the Option Shares shall no longer be subject to repurchase by the Company pursuant to this Section 8.


 


9.                 
Right of First Refusal. Optionee agrees that
he or she will not sell or otherwise transfer any Option Shares (including transfer by operation of law) at any time before or after the
expiration of the Right of Repurchase and prior to the termination of this Section 9 pursuant to Section 10(d) below unless such Option
Shares shall first be offered to the Company as follows:


 


(a)      
Optionee shall deliver a notice (the “Notice”) to the Company, stating (i) Optionee’s
bona fide intention to sell or transfer such Option Shares, to a third party purchaser in a bona fide arms length transaction, pursuant
to a written agreement in respect thereof; (ii) the number of such Option Shares to be sold or transferred; (iii) the consideration for
which Optionee proposes to sell or transfer such Option Shares; (iv) the terms of payment of such consideration and any other terms and
conditions of sale; and (v) the name of the proposed purchaser or transferee.


 


(b)      
Within sixty (60) days after receipt of the Notice, the Company may elect to purchase any or all
of the Option Shares to which the Notice refers, for the consideration per share and upon the terms and conditions specified in the Notice,
except as set forth in Section 9(e) below for transfers involving non-cash consideration. If the Company elects not to purchase all
such Option Shares, the Company may assign its right to purchase the remaining Option Shares. The Company’s assignees may elect,
within sixty (60) days after receipt by the Company of the Notice, to purchase any or all Option Shares to which the Notice refers which
the Company has not elected to purchase, for the consideration per share and upon the terms and conditions specified in the Notice, except
as set forth in Section 9(e) below. An election to purchase shall be made by written notice to Optionee, specifying the number of Option
Shares to be purchased. If the Company and/or its assignees elect to purchase the offered Option Shares, they shall complete the purchase
within ninety (90) days after receipt by the Company of the Notice, unless a longer period is set forth in the Notice.


 


(c)      
If the Company and/or its assignees do not elect to so purchase all of such offered Option Shares
within such sixty (60)-day period, Optionee shall have no obligation to transfer such Option Shares to the Company and/or its assignees
and Optionee shall have a period of thirty (30) days thereafter to transfer all (but not less than all) of such Option Shares to the transferee
referred to in the Notice and for the same consideration and on the other terms as set forth therein; provided, however, that prior
to any transfer of such Option Shares, the proposed transferee shall execute and deliver to the Company an agreement with the Company,
in form and substance satisfactory to the Company, pursuant to which such transferee agrees to be subject to the relevant provisions of
this Option Agreement.


 






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(d)      
In the event that such Option Shares are not transferred to the transferee referred to in the Notice
and in accordance with the terms of this Option Agreement within such 30-day period, the restrictions on transfer provided in this
Section 9 shall again become applicable to the Option Shares.


 


(e)      
If part or all of the purchase consideration specified in a Notice delivered by Optionee pursuant
to this Section 9 is other than cash or purchaser’s promissory note or other evidence of indebtedness, the Company and its assignee(s)
shall have the right to purchase the Option Shares specified in the Notice for a cash price equal to the Fair Market Value of the number
of Option Shares to be so purchased by the Company and/or its assignee(s). The Fair Market Value of any Option Shares shall be as determined
in good faith by the Company’s Board of Directors.


 


(f)       
Notwithstanding anything in this Section 9 or elsewhere in this Agreement to the contrary, if at
any time following the exercise of all or a portion of this Option, the Company’s Bylaws contain provisions regarding the right
of the Company to repurchase its securities from stockholders holding Option Share, then such provisions shall govern the rights of the
Company and/or any other party to repurchase shares of the Company’s stock from any stockholder, including the Option Shares, and
the provisions of this Section 9 shall be inapplicable. Optionee agrees to be bound by all of the provisions of the Bylaws granting the
Company a right to repurchase its securities, if any.


 


10.             
Other Provisions Regarding Transfer.


 


(a)      
Optionee, as a condition for accepting any Option Shares, shall not sell, transfer or pledge any
Option Shares subject to the Right of Repurchase described in Section 8 or the right of first refusal described in Section 9
hereof, other than in the manner expressly permitted in this Option Agreement, and any such sale, transfer or pledge of the Option Shares
in violation of this Agreement shall be void. The Company shall not be required (i) to transfer on its books any Option Shares which shall
have been sold or transferred in violation of any of the provisions set forth in this Option Agreement or (ii) to treat as the owner of
such Option Shares or accord the right to vote or pay dividends to any transferee to whom such Option Shares shall have been so transferred.


 


(b)      
Notwithstanding anything to the contrary contained herein, Optionee is under no restrictions as to
the transfer by him or her of any or all of the issued Option Shares to his or her Related Transferees (as defined herein), provided that
each such Related Transferee shall first (i) execute a written consent to be bound by all of the relevant provisions of this Option Agreement
in form and substance satisfactory to the Company; and (ii) give a duplicate original of such consent to the Company. The “Related
Transferees” of Optionee as used herein shall consist of Optionee’s spouse, his or her adult lineal descendants, the adult
spouses of his or her lineal descendants and trusts for the benefit of any of the foregoing, Optionee and/or his or her minor lineal descendants.
In the event of any transfer by Optionee to his or her Related Transferees of all or any part of the Option Shares (or in the event of
any subsequent transfer by any such Related Transferee to another Related Transferee of Optionee), such Related Transferees shall receive
and hold the Option Shares subject to the relevant terms of this Option Agreement and Optionee’s rights and obligations hereunder
as though the Option Shares were still owned by Optionee and shall together with Optionee continue to be deemed to be the “Optionee”
for purposes of this Option Agreement, including without limitation restrictions on the transfer of Option Shares. There shall be no further
transfer of the Option Shares by a Related Transferee except between and among such Related Transferee, the Optionee and other Related
Transferees of Optionee, or except as permitted by this Option Agreement. The Company advises Optionee to seek independent tax counsel
prior to transferring any Option Shares to any Related Transferee.


 






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(c)      
Optionee hereby grants to the Company a security interest in the Option Shares for the purpose of
ensuring that a transfer in violation of the restrictions set forth in Sections 8, 9 and 10 of this Agreement does not occur. In furtherance
of such security interest, the Company may, at its option, retain the certificate(s) evidencing the Option Shares, together with stock
assignments executed in blank by Optionee, until such transfer restrictions terminate in accordance with Section 10(d). Optionee hereby
grants to any officer(s) of the Company the power of attorney to cause the Option Shares to be transferred on the books of the Company
in the event the Company and/or its assignees repurchase some or all of the Option Shares in accordance with this Option Agreement.


 


(d)          
Notwithstanding anything herein contained to the contrary, for so long as the Company shall have
elected to be treated as a subchapter S corporation pursuant to the Code, no Optionee shall transfer any Option or any Option Shares to
any person or entity or in any manner which would cause the S election theretofore made by Company to be terminated or revoked. Any such
transfer or attempted transfer shall be void ab initio.


 


(e)          
The transfer restrictions provided in Sections 8, 9 and 10 hereof may be terminated on such conditions
as the Board may determine in its sole discretion.


 


11.             
Notice of Tax Election. If Optionee makes
any tax election relating to the treatment of the Option Shares under the Internal Revenue Code of 1986, as amended, Optionee shall promptly
notify the Company of such election.


 


12.             
Market Stand-Off.


 


(a)      
By Optionee exercising his or her Option, Optionee agrees not to sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect
as a sale, any shares of Common Stock or other securities of the Company held by Optionee, for a period of one hundred eighty (180) days
following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary
to permit compliance with the FINRA Rule of Conduct or Rule 472(f)(4) of the New York Stock Exchange, as amended, and similar or successor
regulatory rules and regulations (the “Lock-Up Period”); provided, however, that nothing contained in this section
shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. Optionee further agrees
to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent
with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to Optionee’s shares of Common Stock until the end of such period. The underwriters of the
Company’s stock are intended third party beneficiaries of this Section 12(a) and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.


 


(b)      
In order to enforce the provisions of this Section 12, the Company may impose stop-transfer instructions
with respect to the Option Shares until the end of the applicable Lock-Up Period.


 






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13.             
Acknowledgments of Optionee. Optionee acknowledges
and agrees that:


 


(a)      
Although the Company has made a good faith attempt to qualify the Option as an incentive stock option
within the meaning of Sections 421, 422 and 424 of the Code (if the Grant Notice provides that the Option is an Incentive Stock Option),
the Company does not warrant that the Option granted herein constitutes an “incentive stock option” within the meaning of
such sections, or that the transfer of Option Shares will be treated for federal income tax purposes as specified in Section 421 of the
Code.


 


(b)      
In the event the Option is not an incentive stock option within the meaning of Sections 421, 422
and 424 of the Code (whether or not the Grant Notice provides that the Option is an Incentive Stock Option) and it is determined that
the per share Exercise Price of the Option (as set forth in the Notice of Grant of Option) is less than the fair market value of a share
of the Company’s Common Stock as of the date of grant of the Option, Optionee could have deferred compensation pursuant to Section
409A of the Code in an amount equal to the difference between the fair market value of a share of the Company's Common Stock as of the
date that the Option vests and the per share Exercise Price multiplied by the number of Option Shares then vesting (the “spread”).
As a result, because the Option likely will not be compliant with the rules in respect of deferred compensation under Section 409A, Optionee
could have taxable income (taxed at ordinary income tax rates) in an amount equal to the spread on each vesting date. Optionee would also
incur a tax equal to 20% of the spread (and to the extent that Optionee is a California resident, Optionee could incur an additional tax
equal to 20% of the spread). The Company does not warrant that the Exercise Price of the Option is equal to or greater than the fair market
value of the Common Stock as of the date of grant. Because the issues relating to Section 409A are complex, the Company recommends that
Optionee consult with his or her tax advisors as to the possible tax consequences arising from the grant of the Option.


 


(c)      
Optionee shall notify the Company in writing within fifteen (15) days of each disposition (including
a sale, exchange, gift or a transfer of legal title) of the Option Shares made within three years after the issuance of such Option Shares.


 


(d)      
If the Grant Notice provides that the Option is an Incentive Stock Option, Optionee understands that
if, among other things, he or she disposes of any Option Shares granted within two years of the granting of the Option to him or her or
within one year of the issuance of such shares to him or her, then such Option Shares will not qualify for the beneficial treatment which
Optionee might otherwise receive under Sections 421 and 422 of the Code.


 


(e)      
Optionee and his or her transferees shall have no rights as a stockholder with respect to any Option
Shares until the date of the issuance of a stock certificate evidencing such Option Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date
is prior to the date such stock certificate is issued, except as provided in Section 10 of the Plan.


 






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(f)       
All certificates representing the Option Shares shall have endorsed thereon the following legends,
the provisions of which are hereby incorporated into this Option Agreement by this reference, and such other legends as the Company deems
necessary or appropriate:


 


THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE
HOLDERS THEREOF AT ANY TIME EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT COVERING THE SECURITIES, OR
(2) IF, IN THE REASONABLE OPINION OF COUNSEL TO THE CORPORATION, SUCH SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.


 


IN ADDITION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION, AND
THE SALE, TRANSFER OR HYPOTHECATION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED BY THE PROVISIONS OF A STOCK OPTION AGREEMENT ENTERED
INTO BY THE CORPORATION AND THIS STOCKHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ALL OF THE PROVISIONS
OF WHICH ARE INCORPORATED HEREIN.


 


14.             
Investment Representations. As an inducement
to the Company to grant the Option and issue the Option Shares to Optionee, Optionee hereby makes the following representations and warranties,
and authorizes the Company to rely upon the same:


 


(a)      
Optionee will acquire the Option Shares for investment for his or her own account, not for resale,
without any intention of or view toward or for participating, directly or indirectly, in a distribution of the Option Shares or any portion
thereof.


 


(b)      
Optionee understands that an investment in the Company is speculative, that any possible profits
therefrom are uncertain, and that he or she must bear the economic risks of the investment in the Company for an indefinite period of
time.


 


(c)      
Optionee understands that the Option Shares have not been registered under the Securities Act in
reliance on the exemption provided by Rule 701 promulgated thereunder for compensatory benefit plans; and that the Option Shares have
not been registered or qualified under the “blue sky” laws of any state.


 


(d)      
Optionee understands that the Option Shares may have to be held indefinitely unless they are subsequently
registered under the Securities Act and qualified or registered under other applicable securities laws, rules and regulations, which is
unlikely, or unless an exemption from such qualification or registration is available.


 






    9 


     


    

 


(e)      
Optionee understands and agrees that (i) the legends set forth in Section 13(f) hereof will be placed
on the certificate(s) evidencing the Option Shares and, except as otherwise herein provided for, on certificate(s) issued to transferees;
(ii) the stock records of the Company will be noted with respect to such restrictions; (iii) the Company will not be under any obligation
to register the Option Shares or to comply with any exemption available for sale of the Option Shares without registration; and (iv) the
information or conditions necessary to permit routine sales of securities of the Company under Rule 144 of the Securities Act are not
now available and it is not likely that they will become available in the foreseeable future.


 


(f)       
Optionee is a bona fide resident and domiciliary of, not a temporary transient resident of, and has
his or her principal residence in, the state or other jurisdiction set forth under Optionee’s signature in the Grant Notice, and
Optionee does not have any present intention of moving his or her principal residence from such state or jurisdiction.


 


15.             
Withholding Obligations. Whenever Option Shares
are to be issued under the Option Agreement, the Company shall have the right to require Optionee to remit to the Company an amount sufficient
to satisfy federal, state and local withholding tax requirements prior to issuance and/or delivery of any certificate or certificates
for such Option Shares.


 


16.             
No Obligation to Notify. The Company shall
have no duty or obligation to Optionee to advise Optionee as to the time or manner of exercising the Option. Furthermore, except as specifically
set forth herein or in the Plan, the Company shall have no duty or obligation to warn or otherwise advise Optionee of a pending termination
or expiration of the Option or a possible period in which the Option may not be exercised. The Company has no duty or obligation to minimize
the tax consequences of the Option granted to Optionee.


 


17.             
Miscellaneous.


 


(a)      
This Option Agreement shall bind and inure to the benefit of the parties’ heirs, legal representatives,
successors and permitted assigns.


 


(b)      
This Option Agreement, the Grant Notice and the Plan, constitute the entire agreement between the
parties pertaining to the subject matter contained herein and they supersede all prior and contemporaneous agreements, representations
and understandings of the parties. No supplement, modification or amendment of this Option Agreement shall be binding unless executed
in writing by all of the parties. No waiver of any of the provisions of this Option Agreement shall be deemed or shall constitute a waiver
of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. In the event there exists any conflict or discrepancy between any of the terms in
the Plan and this Option Agreement, the terms of the Plan shall be controlling. A copy of the Plan has been delivered to Optionee and
also may be inspected by Optionee at the principal office of the Company.


 


(c)      
Should any portion of the Plan, the Grant Notice or this Option Agreement be declared invalid and
unenforceable, then such portion shall be deemed to be severable from this Option Agreement and shall not affect the remainder hereof.


 






    10 


     


    

 


(d)      
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified; (ii) three (3) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be sent to the Company at its principal executive office,
and to Optionee at the address set forth in the Option Agreement, or at such other address as the Company or Optionee may designate by
ten (10) days advance written notice to the other party hereto.


 


(e)      
Any dispute or claim concerning the Option Agreement or the Plan or any disputes or claims relating
to or arising out of the Option Agreement or the Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration
conducted pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. in the county encompassing the Company’s principal
place of business pursuant, to its employment arbitration rules and procedures (attached hereto in their current form as Annex A), as
may be updated, amended or modified form time to time (with such updated, amended or modified rules available at http://www.jamsadr.com/rules-employment-arbitration/).
In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys’ fees and costs. By
executing the Option Agreement, the Company and Optionee waive their respective rights to have any such disputes or claims tried by a
judge or jury.


 


(f)       
This Option Agreement shall be construed according to the laws of the State of California.


 


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ANNEX
A


 


JAMS RULES


 






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