Exhibit 10.16


                


MODULAR
MEDICAL, INC.


2017
EQUITY INCENTIVE PLAN


NOTICE
OF STOCK OPTION GRANT


               Modular
Medical, Inc. (the “Company”) hereby grants to the undersigned Participant, an option (the “Option”)
to purchase the number of shares of the Company’s Common Stock set forth below. The Option is subject to all of the terms
and conditions as set forth in this Notice of Stock Option Grant, in the Stock Option Agreement and in the 2017 Equity Incentive
Plan (as may be amended from time to time, “the Plan”). Capitalized terms not explicitly defined herein
but defined in the Plan or the Stock Option Agreement will have the same definitions as in the Plan or the Stock Option Agreement.






	Name
    of Participant:	 
	Date
    of Grant:	 
	Vesting
    Commencement Date:	 
	Exercise
    Price per Share:	 
	Total
    Number of Shares Subject to Option:	 
	Type
    of Option	Incentive Stock Option
	 	Nonstatutory Stock Option
	Expiration
    Date:	 
	 	 	 




Vesting
Schedule:


               Subject
to any acceleration provisions in the Plan, the Option shall be exercisable, in whole or in part, according to the following Vesting
Schedule:


               [EE
NEW HIRE VESTING: This Option will vest and become exercisable with respect to 1/3rd of the Shares subject to this
Option on the annual anniversary of the Vesting Commencement Date. Thereafter, this Option vests and becomes exercisable with
respect to an additional 1/36th of the Shares subject to this Option when Participant completes each additional month of Continuous
Service.] 


               [BOD
DIRECTOR VESTING: This Option will vest and become exercisable with respect to 1/3rd of the Shares subject to this
Option on each annual anniversary of the Vesting Commencement Date.]


               [REFRESH
VESTING: This Option will vest and become exercisable as to 1/36th of the Shares on each monthly anniversary of the Vesting Commencement
Date until all of the Shares subject to the Option have vested.]



    	 



    	 



    



               [IMMEDIATE
VESTING: This Option shall be immediately exercisable in whole or in part on the Date of Grant.]


                


               Termination
Period:


               This
Option shall be exercisable for three months after Participant ceases to provide Continuous Service, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable for 12 months after Participant
ceases to provide Continuous Service. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the
Expiration Date set forth above.


                


               [End
of Page; Signature page to follow]



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               By
your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you
and the Company agree that this Option is granted under and governed by the term and conditions of the Plan and the Stock Option
Agreement (this “Agreement”), both of which are attached to and made a part of this document.


               By
your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents
relating to the Plan or this Option (including without limitation, prospectuses required by the Securities and Exchange Commission)
and all other documents that the Company is required to deliver to its security holders (including without limitation, annual
reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained
by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will
notify you by e-mail. Should you electronically accept this Agreement, you agree to the following: “This electronic contract
contains my electronic signature, which I have executed with the intent to sign this Agreement.”


	PARTICIPANT

         

        ____________________________________

        Participant’s Signature

         

        ____________________________________

        Participant’s Printed Name

         
	MODULAR MEDICAL, INC.

         

        By:  ____________________________

         

         

        Title: ___________________________



 


[END OF SIGNATURE PAGE FOR NOTICE OF STOCK OPTION GRANT]



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MODULAR
MEDICAL, INC.


2017
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT





               1.            Grant
of Option. The Administrator of the Company hereby grants to the participant named in the Notice of Stock Option Grant (“Participant”),
an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant,
at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”),
and subject to the terms and conditions of this Stock Option Agreement, the Notice of Stock Option Grant and the Plan, which is
incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Stock Option Agreement, the terms and conditions of the Plan shall prevail.


               If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that
it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).
Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification,
such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company
or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other
person) due to the failure of the Option to qualify for any reason as an ISO.


               2.            Vesting
Schedule. Except as provided in Section 3 below, the Option awarded by this Stock Option Agreement will vest in accordance
with the vesting provisions set forth in the Notice of Stock Option Grant.


               3.            Administrator
Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the
balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered
as having vested as of the date specified by the Administrator.


               4.            Exercise
of Option.


                              (a)               
Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule, if
any, set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Stock Option Agreement.


                              (b)               
Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may
determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be required
by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares,
together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding


                              No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which
the Option is exercised with respect to such Shares.



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               5.            Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), at the time this Option is exercised, Participant shall, if required by the
Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B.


               6.            Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other
period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication
or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the
restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).



                              Participant
agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities
Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 6.


               7.            Method
of Payment. Subject to Section 7(b) of the Plan, payment of the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Participant:


                              (a)               
cash; 


                              (b)              
check;


                              (c)               
cashless exercise; or 


                              (d)              
surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be
owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion
of the Administrator, shall not result in any adverse accounting consequences to the Company.


               8.            Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute
a violation of any Applicable Laws.

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               9.            Non-Transferability
of Option. 






                              (a)               
This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Stock Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of Participant.


                              (b)               
Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or
after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options
under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”),
Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than
(i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted
in clauses (i) and (ii) of this paragraph. 


               10.          Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Stock Option Agreement.


               11.          Tax
Obligations.


                              (a)               
Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing
or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise
and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


                              (b)               
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two
(2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately
notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding
by the Company on the compensation income recognized by Participant.


                              (c)               
Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to
such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined
by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the
date of grant (a “discount option”) may be considered “deferred compensation.” An Option
that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option,
(ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount
option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges
that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals
or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of
grant, Participant shall be solely responsible for Participant’s costs related to such a determination and in no event whatsoever
shall the Company be liable for any additional tax, interest or penalties that may be imposed on Participant by Code Section 409A
or any damages for failing to comply with Code Section 409A.



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               12.          Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, the Notice of Stock Option Grant and this
Stock Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof,
and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.
This Stock Option Agreement and the Notice of Stock Option Grant is governed by the internal substantive laws but not the choice
of law rules of Nevada.


               13.          No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
SET FORTH IN THE NOTICE OF STOCK OPTION GRANT AND INCORPORATED HEREIN IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE
WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND/OR THE NOTICE OF STOCK OPTION GRANT INCLUDING, WITHOUT LIMITATION, THE VESTING SCHEDULE
SET FORTH THEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.


               14.          Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant.
After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect
to voting such Shares and receipt of dividends and distributions on such Shares.


               15.          Additional
Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration
or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or
her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will
have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred
to Participant on the date the Option is exercised with respect to such Exercised Shares.


               16.          Administrator
Authority. The Administrator will have the power to interpret the Plan and this Stock Option Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any
such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested).
All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or this Stock Option Agreement.



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               17.          Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Stock
Option Agreement.


               18.          Agreement
Severable. In the event that any provision in this Stock Option Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Stock Option Agreement.


               19.          Modifications
to the Agreement. This Stock Option Agreement constitutes the entire understanding of the parties on the subjects covered.
Participant expressly warrants that he or she is not accepting this Stock Option Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Stock Option Agreement or the Plan can be made only in
an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in
the Plan or this Stock Option Agreement, the Company reserves the right to revise this Stock Option Agreement as it deems necessary
or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option.


               20.          Amendment
or Suspension of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended
or terminated by the Company at any time.


               21.          Participant
acknowledges receipt of a copy of the Plan, this Stock Option Agreement and the Notice of Stock Option Grant and represents that
he or she is familiar with the terms and provisions of the Plan, this Stock Option Agreement and the Notice of Stock Option Grant,
and hereby accepts this Option subject to all of the terms and provisions of this Stock Option Agreement, the Notice of Stock
Option Grant and the Plan. Participant has reviewed the Plan, the Notice of Stock Option Grant and this Stock Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Stock Option Agreement and fully
understands all provisions of this Stock Option Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Stock Option Agreement.



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EXHIBIT
A


                


2017 EQUITY
INCENTIVE PLAN


EXERCISE
NOTICE


 


Modular Medical,
Inc.


Attention: Chief
Executive Officer


               1.            Exercise
of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby
elects to exercise Participant’s option (the “Option”) to purchase ________________ shares
of the Common Stock (the “Shares”) of Modular Medical, Inc. (the “Company”) under and pursuant
to the 2017 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated ______________,
_____ (the “Option Agreement”).


               2.            Delivery
of Payment. Participant is exercising the Option for no cash consideration, as set forth in the Option Agreement. Participant
shall be responsible for the satisfaction of all Federal, state and local income tax which may be applicable to the Option exercise.



               3.            Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.


               4.            Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall
be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section __
of the Plan.


               5.            Company’s
Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law),
the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 5 (the “Right of First Refusal”).


                              (a)               
Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be
transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes
to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price
to the Company or its assignee(s).


                              (b)               
Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.


                              (c)               
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company
or its assignee(s) under this Section 7 shall be the Offered Price. If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in
good faith.



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                              (d)               
Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check),
by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase
by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.


                              (e)               
Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 7, then the Holder may sell
or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such
sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section 7 shall continue to apply to the Shares in the hands of such Proposed Transferee.
If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares
held by the Holder may be sold or otherwise transferred.


                              (f)               
Exception for Certain Family Transfers. Anything to the contrary contained in this Section 7 notwithstanding, the
transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy
to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt
from the provisions of this Section 7. “Immediate Family” as used herein shall mean spouse, lineal descendant
or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares
so transferred subject to the provisions of this Section 7, and there shall be no further transfer of such Shares except
in accordance with the terms of this Section 7.


                              (g)               
Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier
of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded. 


               6.            Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


               7.            Restrictive
Legends and Stop-Transfer Orders.


                              (a)               
Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that
may be required by the Company or by state or federal securities laws:


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
IN COMPLIANCE THEREWITH.


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL
ARE BINDING ON TRANSFEREES OF THESE SHARES.



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THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


                              (b)               
Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein,
the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records.


                              (c)               
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of
such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.


               8.            Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns.


               9.            Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


               10.          Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
the State of Nevada. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.


               11.          Entire
Agreement. The Plan and the Stock Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the
Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of
a writing signed by the Company and Participant.


               This
Option Agreement will be deemed to be signed by the Participant upon the signing by the Participant of the Notice of Stock Option
Grant Notice to which it is attached.



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	Submitted By:

        

         

	_______________________________________

        Participant

         

        _______________________________________

        Participant’s Printed Name
	Accepted By:

         

        MODULAR MEDICAL, INC.

         

        By:
        ____________________________________________

                       

         

        Date
        Received: ___________________________________

                       






    	A-4



    	 



    







EXHIBIT
B


INVESTMENT
REPRESENTATION STATEMENT







	PARTICIPANT               	:	 
	 	 	 
	COMPANY	:               	MODULAR MEDICAL,
    INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	___ SHARES
	 	 	 
	DATE	:	 







               In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


               (a)           Participant
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment
for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


               (b)           Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum
capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that
the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register
the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required
under applicable state securities laws.


               (c)           Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof,
in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies
under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under
the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified
by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the
resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker”
or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the
timely filing of a Form 144, if applicable.



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                              In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be
resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability
of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase
and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities
by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


               (d)           Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant
to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their
own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available
in such event.





	 	PARTICIPANT:
	 	_________________________________________
	 	 
	 	Date: ____________________________________







    	B-2