EX-10.3





 Exhibit 10.3 

IMARA Inc. 

NONSTATUTORY STOCK OPTION AGREEMENT 

GRANTED UNDER 2016 STOCK INCENTIVE PLAN 

1.    Grant of Option. 

This Nonstatutory Stock Option Agreement (the “Agreement”) evidences the grant by IMARA Inc., a Delaware corporation (the
“Company”), on [                    , 20    ] (the “Grant Date”) to
[            ], an employee, consultant or director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in
the Company’s 2016 Stock Incentive Plan (the “Plan”), a total of [            ] shares (the “Shares”) of common stock, $0.001 par value per share, of
the Company (“Common Stock”) at $[        ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[                    , 20    ] [date is ten years minus one day from grant date] (the “Final Exercise Date”).

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

[                ]. 

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

3.    Exercise of Option. 

(a)    Form of Exercise. Each election to exercise this option shall be accompanied by a completed Notice of Stock
Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, accompanied by this Agreement, and payment in full in the manner provided in the Plan. The Participant
may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 

(b)    Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this
option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity
the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 












 (c)    Termination of Relationship with the Company. If the
Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final
Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the
Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon such violation. 
 (d)    Exercise Period
Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by
an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall
not be exercisable after the Final Exercise Date. 
 (e)    Termination for Cause. If, prior to the Final
Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such
termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date
of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is
determined or otherwise agreed that the Participant’s employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in
which case the right to exercise this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting
or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise,
“Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The
Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 

  
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 4.    Company Right of First Refusal. 

(a)    Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer
Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material
terms and conditions of the transfer. 
 (b)    Company Right to Purchase. For 30 days following its receipt of
such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it
shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal
offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered
Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of
payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay
in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares. 

(c)    Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the
Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire
to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred
pursuant to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such
transferee shall be bound by all of the terms and conditions of this Section 4. 
 (d)    Consequences of Non-Delivery. After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to
the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of
such Offered Shares. 
 (e)    Exempt Transactions. The following transactions shall be exempt from the
provisions of this Section 4: 

  
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 (1)    any transfer of Shares to or for the benefit of any spouse, child
or grandchild of the Participant, or to a trust for their benefit; 
 (2)    any transfer pursuant to an effective
registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and 

(3)    the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant
to a merger or consolidation); 
 provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall
remain subject to the right of first refusal set forth in this Section 4. 
 (f)    Assignment of Company
Right. The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 

(g)    Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events:

 (1)    the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective
registration statement filed by the Company under the Securities Act; or 
 (2)    the sale of all or substantially all
of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were
beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding
securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 

(h)    No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its
books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares
shall have been so sold or transferred. 
 (i)    Legends. The certificate representing Shares shall bear a
legend substantially in the following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities): 

“The shares represented by this certificate are subject to a right of first refusal in favor of the Company, as provided in a certain
stock option agreement with the Company.” 

  
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 5.    Agreement in Connection with Initial Public Offering. 

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement
under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the
date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the
managing underwriters for such offering in order to address NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company
or the managing underwriters at the time of such offering. 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 the “lock-up” period. 
 6.    Withholding. 

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

7.    Transfer Restrictions. 

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

(b)    The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option
unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4 and Section 5; provided that such a written
confirmation shall not be required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or (2) Section 5 after the completion of the
lock-up period in connection with the Company’s initial underwritten public offering. 

  
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 8.    Provisions of the Plan. 

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is
furnished to the Participant with this option. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. The Participant hereby accepts the foregoing option and agrees to the terms and conditions thereof. The Participant hereby acknowledges receipt of a copy of the Company’s 2016 Stock Incentive Plan. 

 

					
	COMPANY:
	
	IMARA INC.


 
							
			
	By:	 	  
	 	  


 
							
	      	 	Name:	 	  
	 	  


 
							
	     	 	   Title:	 	  
	 	  


 
							
		
	PARTICIPANT:	 	
			
	By:	 	  
	 	  
		 	[Name]	 		 	



Address:      [          
                                         
                         ] 

      [            
                                         
                       ] 

							
		
	SPOUSAL CONSENT:	 	
			
	By:	 	  
	 	
		 	Name:	 	  
	 	  



Address:      [          
                                         
                         ] 

      [            
                                         
                       ] 
  

SIGNATURE PAGE TO NONSTATUTORY STOCK OPTION AGREEMENT 












 EXHIBIT A 

NOTICE OF STOCK OPTION EXERCISE 

[DATE] 
 IMARA Inc. 

[Address] 
 [Address] 

Attention: Treasurer 
 Dear Sir or Madam: 

I am the holder of a Nonstatutory Stock Option granted to me under the IMARA Inc. (the “Company”) 2016 Stock Incentive Plan on
[            ] for the purchase of [            ] shares of Common Stock of the Company at a purchase price of
$[            ] per share. 
 I hereby exercise my option to purchase
[            ] shares of Common Stock (the “Shares”), for which I have enclosed [            ] in the amount of
[            ]. Please register my stock certificate as follows: 
  

					
	 Name(s):
	 	  
	 	
			
		 	  
	 	
			
	 Address:
	 	  
	 	
			
		 	  
	 	

 I represent, warrant and covenant as follows: 

1.     I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any
distribution of the Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 

2.     I have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is
necessary to permit me to evaluate the merits and risks of my investment in the Company. 
 3.     I have sufficient experience in
business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. 

4.     I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an
indefinite period. 
 5.     I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares 












 
cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event,
the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to
the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act. 
  

					
	Very truly yours,	 		 	
			
	              
	 		 	
	 [Name]
	 		 	


  
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