NEUBASE THERAPEUTICS, INC. S-8


Exhibit 4.8





NEUBASE
THERAPEUTICS, INC.


2018
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT


Unless
otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement (the “Option Agreement”). 




I.


NOTICE
OF STOCK OPTION GRANT


	 	Name:	«Name»
	 	 	 
		Address:	«Address»

                                         «City_State_Zip»



The
undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:


	 	Date
    of Grant:	«Grant_Date»
	 	Vesting
    Commencement Date:	«Vest_Date»
	 	Exercise
    Price per Share:	$
    «Price_Per_Share»
	 	Total
    Number of Shares Granted:	«Shares»
	 	Total
    Exercise Price:	$
    «Total_Price»
	 	Type
    of Option:	«ISO»	Incentive
    Stock Option
	 	 	«NSO»	Nonstatutory
    Stock Option
	 	Term/Expiration
    Date:	«Expire_Date»


Vesting
Schedule:


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


[Twenty-five
percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date,
and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day
of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to
Participant continuing to be a Service Provider through each such date.]






     


     


    



Termination
Period:


This
Option shall be exercisable for [three (3) months] after Participant ceases to be a Service Provider, unless such termination
is due to Participant’s death or Disability, in which case this Option shall be exercisable for [twelve (12) months] after
Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised
after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13
of the Plan. 


II.


AGREEMENT


 


1.


Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in
Part I of this Option Agreement (“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 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 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.


Exercise
of Option.


(a)


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






     


     


    




3.


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.


4.


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 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
4.


 


5.


Method
of Payment. 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)


consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; 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.


 






     


     


    

 


6.


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 Law.


7.


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 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.


8.


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 Option Agreement.


9.


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.


10.


Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this 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 Option Agreement is
governed by the internal substantive laws but not the choice of law rules of Delaware.


11.


No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF 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 THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN 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.


 






     


     


    

 


Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. 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 Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


 


	PARTICIPANT	 	NEUBASE
        THERAPEUTICS, INC.
	 	 	 
	Signature	 	By
	 	 	 
	«Name»	 	 
	Print Name	 	Print Name
	 	 	 
	«Address»	 	 
	 	 	Title
	«City_State_Zip»	 	 
	Residence
        Address	 	 











     


     


    

EXHIBIT
A


2018
EQUITY INCENTIVE PLAN


EXERCISE
NOTICE


 


NeuBase
Therapeutics, Inc.


2730
Sidney Street


Suite
300


Pittsburgh,
PA 15203


Attention:
President


 


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 NeuBase Therapeutics, Inc. (the “Company”) under and pursuant to the 2018 Equity Incentive Plan (the “Plan”)
and the Stock Option Agreement dated ______________, _____ (the “Option Agreement”).


2.


Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


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 13
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 5 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.


(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 5, 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 5 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 5 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 5. “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 5, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 5.


(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.


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
Delaware. 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 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. 


 





	Submitted
        by:	 	Accepted
        by:
	 	 	 
	PARTICIPANT	 	NEUBASE
        THERAPEUTICS, INC.
	 	 	 
	Signature	 	By
	 	 	 
	«Name»	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	Address:	 	 
	 	 	Address:
	 	 	 
	«Address»	 	2730
        Sidney Street
	 	 	Suite
        300
	«City_State_Zip»	 	Pittsburgh,
        PA 15203
	 	 	 
	 	 	Date Received










     


     


    

EXHIBIT
B


INVESTMENT
REPRESENTATION STATEMENT





 


	PARTICIPANT:	«Name»
	 	 
	COMPANY:	NEUBASE
THERAPEUTICS, 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.


 






     


     


    




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
	 	 
	 	 
	 	Signature
	 	 
	 	«Name»
	 	Print Name
	 	 
	 	Date