Exhibit 10.4


 


Option No.________


 


ANGION BIOMEDICA CORP.


 


Stock Option Grant Notice


Stock Option Grant under the Company’s


2014 Equity Incentive Plan


 


	1.	Name and Address of Participant:	 
	 	 	 
	 	 	 
	 	 	 
	2.	Date of Option Grant:	 
	 	 	 
	3.	Type of Grant:	 
	 	 	 
	4.	Maximum Number of Shares for	 
	 	which this Option is exercisable:	 
	 	 	 
	5.	Exercise (purchase) price per share:	 
	 	 	 
	6.	Option Expiration Date:	 
	 	 	 
	7.	Vesting Start Date:	 


 


	8.	Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall
be vested) as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on the
applicable vesting date:



 





	On the first anniversary of the Vesting Start Date	 	up to ____________ Shares
	 	 	 
	On the second anniversary of the Vesting Start Date	 	an additional __________ Shares
	 	 	 
	On the third anniversary of the Vesting Start Date	 	an additional __________ Shares




  


The foregoing rights
are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.


 




    	 



    	 



    

 


The Company and the
Participant acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached
hereto and incorporated by reference herein, the Company’s 2014 Equity Incentive Plan and the terms of this Option
Grant as set forth above.


 


	 	ANGION BIOMEDICA CORP.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	 
	 	Participant


 




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ANGION BIOMEDICA CORP.


 


STOCK OPTION AGREEMENT - INCORPORATED
TERMS AND CONDITIONS


 


AGREEMENT made as of
the date of grant set forth in the Stock Option Grant Notice by and between Angion Biomedica Corp. (the “Company”),
a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”).


 


WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its common stock, $0.01 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2014 Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Company
and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and


 


WHEREAS, the Company
and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree
as follows:


 


1.           GRANT
OF OPTION.


 


The Company hereby grants
to the Participant the right and option to purchase all or any part of an aggregate of the number of Shares set forth in the Stock
Option Grant Notice, on the terms and conditions and subject to all the limitations set forth herein, under United States securities
and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the
Plan.


 


2.           EXERCISE
PRICE.


 


The exercise price of
the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice, subject to adjustment,
as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after
the date hereof (the “Exercise Price”). Payment shall be made in accordance with Paragraph 9 of the Plan.


 


3.           EXERCISABILITY
OF OPTION.


 


Subject to the terms
and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become vested and exercisable as set forth
in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan.


 




    	 



    	 



    

 


4.           TERM
OF OPTION.


 


This Option shall terminate
on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option
Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes
of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but
shall be subject to earlier termination as provided herein or in the Plan.


 


If the Participant ceases
to be an Employee, director or Consultant of the Company or of an Affiliate for any reason other than the death or Disability of
the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then
vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with
this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date as
specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below.
In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination
Date.  


 


If this Option is designated
in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues
after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall
continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing
services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date
that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions
set forth herein until such Participant is no longer providing service to the Company or an Affiliate.


 


Notwithstanding the foregoing,
in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or
the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the
Option Expiration Date as specified in the Stock Option Grant Notice.


 


In the event the Participant’s
service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion
of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated
for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s
termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have
any right to exercise the Option and this Option shall thereupon terminate.


 


In the event of the Disability
of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s
termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in


 




    	 



    	 



    

 


the Stock Option Grant Notice. In such
event, the Option shall be exercisable(a) to the extent that the Option has become exercisable but has not been exercised as of
the date of the Participant’s termination of service due to Disability.


 


In the event of the death
of the Participant while an Employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to
the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable to the
extent that the Option has become exercisable but has not been exercised as of the date of death.


 


5.           METHOD
OF EXERCISING OPTION.


 


Subject to the terms
and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially
the form of Exhibit A attached hereto (or in such other form acceptable to the Company, which may include electronic
notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by
the person exercising the Option (which signature may be provided electronically in a form acceptable to the Company). Payment
of the Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such
Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such
Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including,
without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised
shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered
in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option
shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.


 


6.           PARTIAL
EXERCISE.


 


Exercise of this Option
to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional
share shall be issued pursuant to this Option.


 


7.           NON-ASSIGNABILITY.


 


The Option shall not
be transferable by the Participant otherwise than by will or by the laws of descent and distribution. For California Participants,
the Option shall not be transferable other than by will, by the laws of descent and distribution, to a revocable trust or
as permitted by Rule 701 of the Securities Act of 1933. If this Option is a Non-Qualified Option


 




    	 



    	 



    

 


then it may also be transferred pursuant
to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the
rules thereunder and the Participant, with the approval of the Administrator, may transfer the Option for no consideration to or
for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s
Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate
Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and
conditions applicable to the Option prior to such transfer and each such transferee shall so acknowledge in writing as a condition
precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse,
former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces, nephews and grandchildren (and,
for this purpose, shall also include the Participant). Except as provided above in this paragraph, the Option shall be exercisable,
during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the
Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this
Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.


 


8.           NO
RIGHTS AS STOCKHOLDER UNTIL EXERCISE.


 


The Participant shall
have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s
share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to
the date of such registration.


 


9.           ADJUSTMENTS.


 


The Plan contains provisions
covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment
with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are
hereby made applicable hereunder and are incorporated herein by reference. 


 


10.         TAXES.


 


The Participant acknowledges
and agrees that (i) any income or other taxes due from the Participant with respect to this Option or the Shares issuable upon
exercise of this Option shall be the Participant’s responsibility; (ii) the Participant was free to use professional advisors
of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection
with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress;
(iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of
the Company or any Affiliate or any Employee of or counsel to the


 




    	 



    	 



    

 


Company or any Affiliate regarding any
tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement and (iv) neither
the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs,
taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes
deferred compensation under Section 409A of the Code.


 


If this Option is designated
in the Stock Option Grant Notice as a Non-Qualified Option or if the Option is an ISO and is converted into a Non-Qualified Option
and such Non-Qualified Option is exercised, the Participant agrees that the Company may withhold from the Participant’s remuneration,
if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered
compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld
may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise
of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration
sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand,
in cash, for the amount under-withheld.


 


11.         PURCHASE
FOR INVESTMENT.


 


Unless the offering and
sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities
Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue
the Shares covered by such exercise unless the Company has determined that such exercise and issuance would be exempt from the
registration requirements of the 1933 Act and until the following conditions have been fulfilled:


 


(a)          The
person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring
such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution
of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend
which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:


 


“The shares represented
by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a
pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act
of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and


 


(b)          If
the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular


 




    	 



    	 



    

 


exercise in compliance with the
1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the
Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including
without limitation state securities or “blue sky” laws).


 


12.         RESTRICTIONS
ON TRANSFER OF SHARES.


 


12.1  
    The Shares acquired by the Participant pursuant to the exercise of the Option granted hereby shall
not be transferred by the Participant except as permitted herein.


 


12.2       In
the event of the Participant’s termination of service for any reason, the Company shall have the option, but not the obligation,
to repurchase all or any part of the Shares issued pursuant to this Agreement (including, without limitation, Shares purchased
after termination of service, Disability or death in accordance with Section 4 hereof). In the event the Company does not, upon
the termination of service of the Participant (as described above), exercise its option pursuant to this Section 12.2, the restrictions
set forth in the balance of this Agreement shall not thereby lapse, and the Participant for himself or herself, his or her heirs,
legatees, executors, administrators and other successors in interest, agrees that the Shares shall remain subject to such restrictions.
The following provisions shall apply to a repurchase under this Section 12.2:


 


(i)          The
per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this Section 12.2 shall be
equal to the Fair Market Value of each such Share determined in accordance with the Plan as of the date of repurchase provided,
however, in the event of a termination by the Company for Cause, the per share repurchase price of the Shares to be sold to the
Company upon exercise of its option under this Section 12.2 shall be equal to the lesser of the Exercise Price and the Fair Market
Value on the date of the repurchase] OR $0.01.


 


(ii)         The
Company’s option to repurchase the Participant’s Shares in the event of termination of service shall be valid for a
period of [12] months commencing with the date of such termination of service.1


 


(iii)     
  In the event the Company shall be entitled to and shall elect to exercise its option to repurchase the
Participant’s Shares under this Section 12.2, the Company shall notify the Participant, or in case of death, his or her
Survivor, in writing of its intent to repurchase the Shares. Such written notice may be mailed by the Company up to and
including the last day of the time period provided for in Section 12.2(ii) for exercise of the Company’s option to
repurchase.


 


(iv)   
    The written notice to the Participant shall specify the address at, and the time and date on, which
payment of the repurchase price is to be made (the “Closing”).


 




    	 



    	 



    

 


The date specified shall not be
less than ten days nor more than 60 days from the date of the mailing of the notice, and the Participant or his or her successor
in interest with respect to the Shares shall have no further rights as the owner thereof from and after the date specified in the
notice. At the Closing, the repurchase price shall be delivered to the Participant or his or her successor in interest and the
Shares being purchased, duly endorsed for transfer, shall, to the extent that they are not then in the possession of the Company,
be delivered to the Company by the Participant or his or her successor in interest.


 


12.3        It
shall be a condition precedent to the validity of any sale or other transfer of any Shares by the Participant that the following
restrictions be complied with (except as otherwise provided in this Section 12):


 


(i)           No Shares owned by the Participant may be sold, pledged or otherwise transferred (including by
gift or devise) to any person or entity, voluntarily, or by operation of law, except in accordance with the terms and
conditions hereinafter set forth.


 


(ii)         Before
selling or otherwise transferring all or part of the Shares, the Participant shall give written notice of such intention to the
Company, which notice shall include the name of the proposed transferee, the proposed purchase price per share, the terms of payment
of such purchase price and all other matters relating to such sale or transfer and shall be accompanied by a copy of the binding
written agreement of the proposed transferee to purchase the Shares of the Participant. Such notice shall constitute a binding
offer by the Participant to sell to the Company such number of the Shares then held by the Participant as are proposed to be sold
in the notice at the monetary price per share designated in such notice, payable on the terms offered to the Participant by the
proposed transferee (provided, however, that the Company shall not be required to meet any non-monetary terms of the proposed transfer,
including, without limitation, delivery of other securities in exchange for the Shares proposed to be sold). The Company shall
give written notice to the Participant as to whether such offer has been accepted in whole by the Company within 60 days after
its receipt of written notice from the Participant. The Company may only accept such offer in whole and may not accept such offer
in part. Such acceptance notice shall fix a time, location and date for the Closing on such purchase (“Closing Date”)
which shall not be less than ten nor more than sixty days after the giving of the acceptance notice, provided, however, if any
of the Shares to be sold pursuant to this Section 12.3 have been held by the Participant for less than six months, then the Closing
Date may be extended by the Company until no more than ten days after such Shares have been held by the Participant for six months
if required under applicable accounting rules in effect at the time. The place for such Closing shall be at the Company’s
principal office. At such Closing, the Participant shall accept payment as set forth herein and shall deliver to the Company in
exchange therefor certificates for the number of Shares stated in the notice accompanied by duly executed instruments of transfer.


 




    	 



    	 



    

 


(iii)        If
the Company shall fail to accept any such offer, the Participant shall be free to sell all, but not less than all, of the Shares
set forth in his or her notice to the designated transferee at the price and terms designated in the Participant’s notice,
provided that (i) such sale is consummated within six months after the giving of notice by the Participant to the Company as aforesaid,
and (ii) the transferee first agrees in writing to be bound by the provisions of this Section 12 so that such transferee (and
all subsequent transferees) shall thereafter only be permitted to sell or transfer the Shares in accordance with the terms hereof.
After the expiration of such six months, the provisions of this Section 12.3 shall again apply with respect to any proposed voluntary
transfer of the Participant’s Shares. 


 


(iv)        The
restrictions on transfer contained in this Section 12.3 shall not apply to (a) transfers by the Participant to his or her spouse
or children or to a trust for the benefit of his or her spouse or children, (b) transfers by the Participant to his or her guardian
or conservator, and (c) transfers by the Participant, in the event of his or her death, to his or her executor(s) or administrator(s)
or to trustee(s) under his or her will (collectively, “Permitted Transferees”); provided however, that in any such
event the Shares so transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement, and each
such Permitted Transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.


 


(v)         The
provisions of this Section 12.3 may be waived by the Company. Any such waiver may be unconditional or based upon such conditions
as the Company may impose.


 


12.4        In
the event that the Participant or his or her successor in interest fails to deliver the Shares to be repurchased by the Company
under this Agreement, the Company may elect (a) to establish a segregated account in the amount of the repurchase price, such
account to be turned over to the Participant or his or her successor in interest upon delivery of such Shares, and (b) immediately
to take such action as is appropriate to transfer record title of such Shares from the Participant to the Company and to treat
the Participant and such Shares in all respects as if delivery of such Shares had been made as required by this Agreement. The
Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.


 


12.5        If
the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute
securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company
issued with respect to the shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject
to the Company’s rights to repurchase pursuant to this Agreement. If the Company shall distribute to its stockholders shares
of stock of another corporation, the shares of stock of such other corporation, distributed with respect to the Shares then subject
to the restrictions contained in this Agreement, shall be added to the Shares subject to the Company’s rights to repurchase
pursuant to this Agreement.


 




    	 



    	 



    

 


12.6       If
the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller
number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company
shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to
the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination,
reclassification, merger, consolidation or capital reorganization in respect of the Shares subject immediately prior thereto to
the Company’s rights to repurchase pursuant to this Agreement.


 


12.7       The
Company shall not be required to transfer any Shares on its books which shall have been sold, assigned or otherwise transferred
in violation of this Agreement, or to treat as owner of such Shares, or to accord the right to vote as such owner or to pay dividends
to, any person or organization to which any such Shares shall have been so sold, assigned or otherwise transferred, in violation
of this Agreement.


 


12.8       The
provisions of Sections 12.1, 12.2 and 12.3 shall terminate upon the effective date of the registration of the Shares pursuant to
the Securities Exchange Act of 1934.


 


12.9       The
Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such
Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether
in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days
following the closing of the offering, plus such additional period of time as may be required to comply with NASD Rule 2711 or
similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance
reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding
whether the Participant has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares
or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.


 


12.10     The
Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or
obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value
of the Shares before, at the time of, or following a termination of the service of the Participant by the Company, including, without
limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or
merged with or into another firm or entity.


 


12.11     All
certificates representing the Shares to be issued to the Participant pursuant to this Agreement shall have endorsed thereon a legend
substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in a Stock Option
Agreement dated _________, 201__ with this Company, a copy of which Agreement is available for inspection at the offices of the
Company or will be made available upon request.”


 




    	 



    	 



    

 


13.         NO
OBLIGATION TO MAINTAIN RELATIONSHIP.


 


The Participant acknowledges
that: (i) the Company is not by the Plan or this Option obligated to continue the Participant as an Employee, director or Consultant
of the Company or an Affiliate; (ii) the Plan is discretionary in nature and may be suspended or terminated by the Company at any
time; (iii) the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options; (iv) all determinations with respect to any such future grants, including, but
not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the
time or times when each option shall be exercisable, will be at the sole discretion of the Company; (v) the Participant’s
participation in the Plan is voluntary; (vi) the value of the Option is an extraordinary item of compensation which is outside
the scope of the Participant’s employment or consulting contract, if any; and (vii) the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments.


 


14.         IF
OPTION IS INTENDED TO BE AN ISO.


 


If this Option is designated
in the Stock Option Grant Notice as an ISO so that the Participant (or the Participant’s Survivors) may qualify for the favorable
tax treatment provided to holders of Options that meet the standards of Section 422 of the Code then any provision of this Agreement
or the Plan which conflicts with the Code so that this Option would not be deemed an ISO is null and void and any ambiguities shall
be resolved so that the Option qualifies as an ISO. The Participant should consult with the Participant’s own tax advisors
regarding the tax effects of the Option and the requirements necessary to obtain favorable tax treatment under Section 422 of the
Code, including, but not limited to, holding period requirements.


 


Notwithstanding
the foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an ISO
and is not deemed to be an ISO pursuant to Section 422(d) of the Code because the aggregate Fair Market Value (determined as of
the Date of Option Grant) of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time
during any calendar year in excess of $100,000, the portion of the Option representing such excess value shall be treated as a
Non-Qualified Option and the Participant shall be deemed to have taxable income measured by the difference between the then Fair
Market Value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. 


 


Neither the Company nor
any Affiliate shall have any liability to the Participant, or any other party, if the Option (or any part thereof) that is intended
to be an ISO is not an ISO or for any action taken by the Administrator, including without limitation the conversion of an ISO
to a Non-Qualified Option.


 




    	 



    	 



    

 


15.         NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO.


 


If this Option is designated
in the Stock Option Grant Notice as an ISO then the Participant agrees to notify the Company in writing immediately after the Participant
makes a Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the ISO. A Disqualifying Disposition
is defined in Section 424(c) of the Code and includes any disposition (including any sale) of such Shares before the later of (a)
two years after the date the Participant was granted the ISO or (b) one year after the date the Participant acquired Shares by
exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Participant has died before the Shares are
sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


16.         NOTICES.


 


Any notices required
or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or
certified mail, return receipt requested, addressed as follows:


 


If to the Company:


 


Angion Biomedica Corp.


51 Charles Lindbergh Boulevard


Uniondale, New York 11553


Attention: Corporate Secretary


 


If to the Participant at the address set forth on the Stock
Option Grant Notice


 


or to such other address or addresses of which notice in the
same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business
day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.


 


17.         GOVERNING
LAW.


 


This Agreement shall
be governed by and construed in accordance with the laws of the Delaware, without giving effect to the conflict of law principles
thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction
in the state of California and agree that such litigation shall be conducted in the state courts of Los Angeles, California
or the federal courts of the United States for the District of California.


 


18.         BENEFIT
OF AGREEMENT.


 


Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 




    	 



    	 



    

 


19.         ENTIRE
AGREEMENT.


 


This Agreement, together
with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict,
the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed
by the Plan.


 


20.          MODIFICATIONS
AND AMENDMENTS.


 


The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.


 


21.         WAIVERS
AND CONSENTS.


 


Except as provided in
the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall
not constitute a continuing waiver or consent.


 


22.         DATA
PRIVACY.


 


By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering
the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data
as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan;
and (ii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set
forth in this Agreement.


 


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Exhibit A


 


 


NOTICE OF EXERCISE OF STOCK OPTION


 


[Form for Shares registered in
the United States]


 


To:        Angion Biomedica Corp.


 


IMPORTANT NOTICE: This form of Notice of Exercise may only be
used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the
issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I hereby exercise my
Stock Option to purchase _________ shares (the “Shares”) of the common stock, $0.01 par value, of Angion Biomedica
Corp. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that Stock
Option Grant Notice dated _______________, 20__.


 


I understand the nature
of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent
tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the
Option and the purchase and subsequent sale of the Shares.


 


I am paying the option
exercise price for the Shares as follows:


 


	 



 







Please issue the Shares (check one):


 


 ̈
to
me; or


 


 ̈
to
me and ____________________________, as joint tenants with right of survivorship,


 


at the following address:


 


	 
	 
	 


 




    	 



    	 



    

 


My mailing address
for shareholder communications, if different from the address listed above, is:


 


	 
	 
	 


 


	 	Very truly yours,
	 	 
	 	 
	 	 
	 	Participant (signature)
	 	 
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	 
	 	Date
	 	 
	 	 
	 	 
	 	Social Security Number