BONE
BIOLOGICS, CORP.


NOTICE
OF GRANT OF STOCK OPTION


 


Bone
Biologics, Corp. (the “Company”) has granted to the Participant an option (the “Option”)
to purchase certain shares of Stock (the “Option Shares”) pursuant to the Bone Biologics, Corp. 2014
Stock Plan (the “Plan”), as follows:


 


	Participant:	 	___________	Award
    No.:	 	 
	 	 	 	 	 	 
	Date
    of Grant:	 	___________	 	 	 
	 	 	 	 	 	 
	Number
    of Option Shares:	 	___________,
    subject to adjustment as provided by the Option Agreement.
	 	 	 
	Exercise
    Price per Share:	 	$__________	 	 	 
	 	 	 	 	 	 
	Vesting
    Start Date:	 	___________	 	 	 
	 	 	 	 	 	 
	Option
    Expiration Date:	 	The
    tenth anniversary of the Date of Grant
	 	 	 
	Tax
    Status of Option:	 	___________ Stock
Option. (Enter “Incentive” or “Nonstatutory.” If blank, this Option will be a Nonstatutory Stock Option.)
	 	 	 
	Vested
    Shares:	 	Except
    as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable
    date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying
    the Number of Option Shares by the “Vested Ratio” determined as of such date, as follows:
	 	 	 
	 	 	 	 	Vested
    Ratio
	 	 	Prior
    to first anniversary of Vesting Start Date 	 	0
	 	 	 	 	 
	 	 	On
    first anniversary of Vesting Start Date (the “Initial Vesting Date”) 	 	 1/3
	 	 	 	 	 
	 	 	Plus	 	 
	 	 	 	 	 
	 	 	For
    each additional one year of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1,
    an additional 	 	 1/3
	 	 	 	 	 
	Accelerated
    Vesting:	 	Notwithstanding
    any other provision contained in this Notice of Grant or the Option Agreement, the Total Number of Option Shares shall become
    Vested Shares upon the termination of Participant’s Service without Cause (as defined in the Superseding Agreement or,
    in the absence of one, the Plan) by the Participating Company Group (or its successor) or by the Participant for Good Reason
    (as defined in the Superseding Agreement or, in the absence of one, the Option Agreement) within ten days prior to, or during
    the one-year period from and after, the date a Change in Control is consummated.	 	 


 




    	 



    	 



    

 


	Suspension
    of Vesting:	 	During
    any authorized leave of absence, the vesting of the Option as provided by this Notice of Grant shall be suspended after the
    leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Participant’s termination
    of the leave of absence and return to Service. The period of Service required for each subsequent Vested Share installment
    determined in accordance with the vesting schedule above shall be extended by the length of the suspension. Any extension
    of the vesting schedule shall not defer the Option Expiration Date.
	 	 	 
	Superseding
    Agreement:	 	[Employment
    Agreement, dated , between the Company and the Participant.]


 


By
their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the
Participant agree that the Option is governed by this Notice of Grant and by the provisions of the Option Agreement and the Plan,
both of which are made a part of this document, and by the Superseding Agreement, if any. The Participant acknowledges that copies
of the Plan, the Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may
be viewed and printed by the Participant for attachment to the Participant’s copy of this Notice of Grant. The Participant
represents that the Participant has read and is familiar with the provisions of the Option Agreement and the Plan, and hereby
accepts the Option subject to all of their terms and conditions.


 


	BONE BIOLOGICS, CORP.	 	PARTICIPANT
	 	 	 	 
	By:	 	 	 
	Name:	 	 	Signature
	Title:	 	 	 
	 	 	 	Date
	Address:	175
    May Street, Suite 400	 	 
	 	Edison,
    NJ 08837	 	Address
	 	 	 	 


 


	ATTACHMENTS:	2014
    Stock Plan, as amended to the Date of Grant; Stock Option Agreement; Exercise Notice; and Plan Prospectus


 




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BONE
BIOLOGICS, CORP.


STOCK
OPTION AGREEMENT


 


Bone
Biologics, Corp. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock
Option (the “Notice of Grant”) to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions
set forth in the Notice of Grant and this Option Agreement. The Option has been granted pursuant to and shall in all respects
be subject to the terms and conditions of the Bone Biologics, Corp. 2014 Stock Plan (the “Plan”), as
amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice of Grant, the
Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Notice of Grant,
this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with
the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Notice of Grant, this
Option Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Notice of Grant, this Option Agreement or the Plan.


 


1.
Definitions and Construction.


 


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


 


(a)
“Good Reason” shall mean that any one or more of the following events have occurred without the Participant’s
express prior written consent:


 


(i)
A material adverse change in the Participant’s authority, duties and/or responsibilities such that the Participant’s
authority, duties and/or responsibilities are no longer commensurate with the Participant’s position on the Date of Grant;


 


(ii)
The relocation of the Participant’s primary workplace on the Date of Grant to a location that increases the Participant’s
daily commute by more than thirty (30) miles; or


 


(iii)
Any material reduction by the Company (or its successor) of (A) the Participant’s base salary on the Date of Grant or (B)
the Participant’s target bonus on the Date of Grant, unless any such reduction is made as part of, and is generally consistent
with, a general reduction of base salaries or target bonuses, respectively, of similarly situated employees, in which case such
a reduction shall not constitute Good Reason.


 


In
order to resign the Participant’s employment for Good Reason, the Participant must within sixty (60) days of the Participant’s
awareness of the applicable Good Reason event(s) provide the Company with written notice informing the Company about the Participant’s
intention to resign the Participant’s employment for Good Reason unless such event(s) is cured or remedied by the Company
(“Good Reason Notice”). The Company will have thirty (30) days after its receipt of such Good Reason
Notice to cure or remedy the Good Reason event(s). If Company does not timely cure or remedy the Good Reason event(s), then the
Participant can resign the Participant’s employment for Good Reason at any time within thirty (30) days following the expiration
of the thirty (30) day cure/remedy period. This “Good Reason” definition and process is intended to constitute an
involuntary separation from service as provided under Treasury Regulations Section 1.409A-1(n) and shall be interpreted accordingly.


 




    	 



    	 



    

 


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


 


2.
Tax Consequences.


 


2.1
Tax Status of Option. This Option is intended to have the tax status designated in the Notice of Grant.


 


(a)
Incentive Stock Option. If the Notice of Grant so designates, this Option is intended to be an Incentive Stock Option
within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as
such. The Participant should consult with the Participant’s own tax advisor regarding the tax effects of this Option and
the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on
which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section
22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent
required by Section 422 of the Code.)


 


(b)
Nonstatutory Stock Option. If the Notice of Grant so designates, this Option is intended to be a Nonstatutory Stock
Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2
ISO Fair Market Value Limitation. If the Notice of Grant designates this Option as an Incentive Stock Option, then
to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans
of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares
having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such
amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock
Options are taken into account in the order in which they were granted, and the Fair Market Value of Stock is determined as of
the time the option with respect to such Stock is granted. If the Code is amended to provide for a different limitation from that
set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required
or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory
Stock Option in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of
such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised
the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon
the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied
by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted
pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact
the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 




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3.
Administration.


 


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


 


4.
Exercise of the Option.


 


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


 


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


 




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4.3
Payment of Exercise Price.


 


(a)
Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for
the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent;
(ii) if permitted by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise,
(2) a Net-Exercise, or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b)
Limitations on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s
sole and absolute discretion, to establish, decline to approve or terminate any program or procedure providing for payment of
the Exercise Price through any of the means described below, including with respect to the Participant notwithstanding that such
program or procedures may be available to others.


 


(i)
Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice
together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company
of the proceeds of a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less
than the aggregate Exercise Price for such shares (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System).


 


(ii)
Net-Exercise. A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing
a procedure pursuant to which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the
exercise of the Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise
Price for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the
remaining balance of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued.
Following a Net-Exercise, the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the
net number of shares issued to the Participant upon such exercise, and (2) the number of shares deducted by the Company for payment
of the aggregate Exercise Price.


 


(iii)
Stock Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise
Notice accompanied by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable
to the Company of whole shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining
balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall
not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s Stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required
by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.


 




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4.4
Tax Withholding.


 


(a)
In General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by
a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant,
and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding
obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation
to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the
Participant.


 


(b)
Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy
all or any portion of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from
the shares of Stock otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value,
as determined by the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations determined
by the applicable minimum statutory withholding rates.


 


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


 


4.6
Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of
Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign
law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute
a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i)
a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise
of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability
of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a
condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.


 




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


 


5.
Nontransferability of the Option.


 


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


 


6.
Termination of the Option.


 


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


 


7.
Effect of Termination of Service.


 


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


 


(a)
Retirement. If the Participant’s Service terminates other than for Cause after the Participant has both (i)
attained age fifty-five (55) and (ii) completed ten (10) years of continuous Service (such combination of age and continuous Service,
“Retirement Eligibility”), the Option, to the extent unexercised and exercisable for Vested Shares on
the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the Option Expiration Date.


 




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


 


(c)
Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the
extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised
by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the
Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. Notwithstanding the foregoing, (i) if the Participant
dies during the three-month period provided by Section 7.1(e) or during the twelve-month period provided by Section 7.1(b), the
Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated,
may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option
by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date of the Participant’s
death, but in any event no later than the Option Expiration Date; or (ii) if the Participant’s Service terminates because
of the death of the Participant after the Participant achieves Retirement Eligibility, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death
at any time prior to the Option Expiration Date.


 


(d)
Termination for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s
Service is terminated for Cause or if, following the Participant’s termination of Service and during any period in which
the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall
terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act.


 


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


 




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


 


8.
Effect of Change in Control.


 


In
the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with
Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be
(the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and
effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion
of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any
portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject
to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option
immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination
thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of
Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the
consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock
subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration
received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective
as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror
in connection with the Change in Control nor exercised as of the time of the Change in Control.


 


9.
Adjustments for Changes in Capital Structure.


 


Subject
to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent
applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse
stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure
of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than
Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent
dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any
fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the
Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less
than the par value, if any, of the Stock subject to the Option. The Committee in its sole discretion, may also make such adjustments
in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as
it deems appropriate. All adjustments pursuant to this Section shall be determined by the Committee, and its determination shall
be final, binding and conclusive.


 




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10.
Rights as a Stockholder, Director, Employee or Consultant.


 


The
Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance
of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for
which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee,
the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified
term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service
as a Director, an Employee or Consultant, as the case may be, at any time.


 


11.
Notice of Sales Upon Disqualifying Disposition.


 


The
Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option
Agreement. In addition, if the Notice of Grant designates this Option as an Incentive Stock Option, the Participant shall
(a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant
to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after
the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as
the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise
expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s
name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year
period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place
a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s
Stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer
shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 




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12.
Legends.


 


The
Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all
certificates representing shares of Stock subject to the provisions of this Option Agreement. The Participant shall, at the request
of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in
the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company,
legends placed on such certificates may include, but shall not be limited to, the following:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK
OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE
PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION
DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT,
THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED
UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE
OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.


 


13.
Miscellaneous Provisions.


 


13.1
Termination or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that
except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially
adverse effect on the Option or any unexercised portion hereof without the consent of the Participant unless such termination
or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option
Agreement shall be effective unless in writing.


 


13.2
Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Option Agreement.


 


13.3
Binding Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject
to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors,
administrators, successors and assigns.


 




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13.4
Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides
for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service,
by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed
to the other party at the address of such party set forth in the Notice of Grant or at such other address as such party may designate
in writing from time to time to the other party.


 


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


 


(b)
Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery
of the Notice of Grant and Exercise Notice, as described in Section 13.4(a). The Participant acknowledges that he or she may receive
from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company
by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant
must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic
delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described
in Section 13.4(a) or may change the electronic mail address to which such documents are to be delivered (if the Participant has
provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by
telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 13.4(a).


 


13.5
Integrated Agreement. The Notice of Grant, this Option Agreement and the Plan, together with the Superseding Agreement,
if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect
to the subject matter contained herein and supersede any prior agreements, understandings, restrictions, representations, or warranties
among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein,
the provisions of the Notice of Grant, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain
in full force and effect.


 


13.6
Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to
agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.


 


13.7
Counterparts. The Notice of Grant may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 




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