Exhibit 10.1


 


HEARTBEAM, INC.


 


2015 EQUITY INCENTIVE PLAN


 


 1. Purposes of the Plan. The purposes of this Plan are:




 


		●	to attract and retain the best available personnel for positions of substantial responsibility,



 


		●	to provide additional incentive to Employees, Directors and Consultants, and



 


		●	to promote the success of the Company’s business.



 


The Plan permits the grant of Incentive Stock
Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.


 


 2. Definitions. As used herein, the following definitions will apply:




 


(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


(b) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock
Units.


 


(d) “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


 (e) “Board” means the Board of Directors of the Company.




 


 (f) “Change in Control” means the occurrence of any of the following events:




 


(i) Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one
person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by
such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership
of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change
in Control; or


 




     


     


    


 


(ii) Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act,
a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any
twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to
the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the
Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or


 


(iii) Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s
assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more
than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes
of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for
the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of
the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction.


 


(g) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(h) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee
of the Board, in accordance with Section 4 hereof.


 


 (i) “Common Stock” means the common stock of the Company.




 


(j) “Company”
means HeartBeam, Inc., a Delaware corporation, or any successor thereto.


 




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(k) “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.


 


 (l) “Director” means a member of the Board.




 


(m) “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock
Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.


 


(n) “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.


 


 (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




 


(p) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same
type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions
of any Exchange Program in its sole discretion.


 


(q) “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i) If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global
Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing
sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination,
as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii) If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a
Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and
asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or


 


(iii) In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 




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(r) “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(s) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


 (t) “Option” means a stock option granted pursuant to the Plan.




 


(u) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


 (v) “Participant” means the holder of an outstanding Award.




 


(w) “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore,
the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator.


 


 (x) “Plan” means this 2015 Equity Incentive Plan.




 


(y) “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to the early
exercise of an Option.


 


(z) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to
Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(aa) “Service Provider”
means an Employee, Director or Consultant.


 


(bb) “Share” means
a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.


 


(cc) “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation
Right.


 


(dd) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


 3. Stock Subject to the Plan.




 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject
to Awards and sold under the Plan is 4,500,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

 






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(b) Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due
to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or
repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has
terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will
cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or
sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not
be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares
issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the
Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the
exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant
or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not
result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to
adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options
will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury
Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).


 


(c) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


 


 4. Administration of the Plan.




 


 (a) Procedure.




 


(i) Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii) Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will
be constituted to satisfy Applicable Laws.


 


(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


 (i)
to determine the Fair Market Value; 




 


(ii) to select the Service Providers to whom
Awards may be granted hereunder;


 


(iii) to
determine the number of Shares to be covered by each Award granted hereunder;

 


 (iv) to approve forms of Award Agreements for use under the Plan;


 






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(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi) to institute and determine
the terms and conditions of an Exchange Program; 


 


(vii) to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

 


(viii) to prescribe, amend and rescind
rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of
satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;


 


(ix) to
modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to extend
the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));


 


(x) to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


 


(xi) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by
the Administrator;


 


(xii) to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and


 


(xiii) to
make all other determinations deemed necessary or advisable for administering the Plan.


 


(c) Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding
on all Participants and any other holders of Awards.


 


5. Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.


 


 6. Stock Options.




 


(a) Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options
in such amounts as the Administrator, in its sole discretion, will determine.


 




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(b) Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option,
the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 


(c) Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section
6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares
will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with
Code Section 422 and Treasury Regulations promulgated thereunder.


 


(d) Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock
of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.


 


 (e) Option Exercise Price and Consideration.




 


(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator,
but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case
of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options
may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).


 


(ii) Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii) Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted
by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares
will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5)
consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the
Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be
reasonably expected to benefit the Company.


 






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 (f) Exercise of Option.




 


(i) Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share.


 


An Option will be
deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time)
from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised
(together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name
of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are
issued (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 will exist with respect to the Shares subject to an Option,
notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13 of the Plan.


 


Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.


 


(ii) Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination
as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within thirty (30) days of
termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. Unless otherwise
provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to
the Plan.


 




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(iii) Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the Award Agreement
(but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is
vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination
the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered
by such Option will revert to the Plan.


 


(iv) Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following the Participant’s
death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s
designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative
of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in
accordance with the laws of descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the
Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.


 


 7. Stock Appreciation Rights.




 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b) Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation
Rights.


 


(c) Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon
exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions
of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.


 


(d) Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.


 


(e) Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 






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(f) Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:


 


(i) The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(ii)
The number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the Administrator,
the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


 8. Restricted Stock.




 


(a) Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless
the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such
Shares have lapsed.


 


(c) Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.


 


(e) Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other
time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will
lapse or be removed.


 


(f) Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g) Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If
any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 






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(h) Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant under the Plan.


 


 9. Restricted Stock Units.




 


(a) Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines
that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions
related to the grant, including the number of Restricted Stock Units.


 


(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may
set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued
employment or service), or any other basis determined by the Administrator in its discretion.


 


(c) Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined
by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its
sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d) Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by
the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock
Units in cash, Shares, or a combination of both.


 


(e) Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10. Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of,
or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The
Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted
in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award
or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred
in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject
to the additional tax or interest applicable under Code Section 409A.


 




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11. Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended
during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of
Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)
months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated
as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 


 12. Limited Transferability of Awards.




 


(a) Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner
other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the
Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent
and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).


 


(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 under the Exchange Act as set forth in Rule
12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated
or otherwise transferred or disposed of, in any manner, 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 to (i) 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 the Participant upon the death or disability of the Participant. Notwithstanding
the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with
a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 


 13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.




 


(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares
or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will
adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each
outstanding Award; provided, however, that the Administrator will make such adjustments to an Award required by Section 25102(o) of the
California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.


 




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(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed action.


 


(c) Merger
or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator
determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without
limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written
notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such
merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions
applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to
the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in
Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the
occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the
Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the
Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award
with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In
taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, similarly.


 


In the event that
the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have
the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would
not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect
to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent
(100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or
substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically
that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion,
and the Option or Stock Appreciation Right will terminate upon the expiration of such period.


 


For
the purposes of this subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control,
the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of
Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of
an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be
solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or Change in Control.


 






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Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance
goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding
anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change
in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes
of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed
until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under
Code Section 409A.


 


 14. Tax Withholding.




 


(a) Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power
and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state,
local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or
exercise thereof).


 


(b) Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii)
electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount
required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the
Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the
Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which
the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 




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15. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable
Laws.


 


16. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


17. Term
of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated
under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b)
the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.


 


 18. Amendment and Termination of the Plan.




 


(a) Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c) Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such termination.


 


 19. Conditions Upon Issuance of Shares.




 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect
to such compliance.


 


(b) Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


20. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
will not have been obtained.


 






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21. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan
is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 


22.
Information to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan
is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii)
the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until
such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying
on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants
pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described in paragraphs
(e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial statements
being not more than 180 days old and with such information provided either by physical or electronic delivery to the Participants or
by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of
any password needed to access the information. The Company may request that Participants agree to keep the information to be provided
pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section
confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1)
under the Exchange Act or Rule 701 of the Securities Act.


 



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HEARTBEAM, INC.


2015 EQUITY INCENTIVE
PLAN


 


NOTICE OF STOCK OPTION
GRANT AND STOCK OPTION AGREEMENT


 


Capitalized terms that
are not defined in this Notice of Stock Option Grant and Stock Option Agreement (the “Notice of Grant”), the Terms
and Conditions of Stock Option Grant, the Non-U.S. Appendix attached hereto as Exhibit B and all other exhibits to these documents
(all together, the “Agreement”) have the meanings given to them in the HeartBeam, Inc. 2015 Equity Incentive Plan (the
“Plan”).


 


The Participant has been
granted an Option according to the terms below and subject to the terms and conditions of the Plan and this Agreement:


 


	 	Participant	__________________________
	 	Grant Date	__________________________
	 	Vesting Commencement Date	__________________________
	 	Number of Shares Granted	__________________________
	 	Exercise Price per Share	__________________________
	 	Total Exercise Price	__________________________
	 	Type of Option	_____Incentive Stock Option
	 	 	_____Nonstatutory Stock Option
	 	Expiration Date	__________________________



 


Vesting Schedule:


 


Subject
to the conditions set forth in this Agreement, this Option shall be exercisable, in whole or in part, according to the following vesting
schedule (as such vesting schedule may be amended or modified from time to time in accordance with this Agreement and the Plan):


 


[Twenty-five
percent (25%) of the Shares subject to this 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 this 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.]


 


For
the avoidance of doubt, in the event of any conflict, discrepancy, or inconsistency between the vesting schedule set forth above and the
document or action of the Board or its authorized committee approving this Option pursuant to the Plan (the “Approval”),
the Approval shall govern the initial vesting terms.  Any portion of this Option that shall vest on a monthly basis per such vesting
schedule shall vest on the same day of the applicable vesting month as the Vesting Commencement Date set forth above (and if there is
no corresponding day, on the last day of such month), subject to Participant continuing to be a Service Provider through each such date. 


 


In
addition to the vesting terms set forth above for this award, this Option’s vesting will be accelerated in accordance with any vesting
acceleration provisions approved by the Administrator. If the Participant ceases to be a Service Provider for any or no reason before
he or she fully vests in this Option, the unvested portion of this Option will terminate according to the terms of Section 4 of this Agreement.


 






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Adjustments
to Vesting Schedule:


 


Notwithstanding
the aforementioned vesting schedule, in accordance with Section 11 of the Plan, unless the Administrator provides otherwise or as otherwise
required by Applicable Laws, (a) the vesting schedule of this Option will be adjusted or suspended during any leave of absence in accordance
with the Company’s leave of absence and/or reduced work schedule and/or part-time policy in effect at the time of such leave and
(b) if, after the Grant Date of this Option, Participant commences working on a part-time or reduced work schedule basis, the vesting
schedule will be adjusted in accordance with the Company’s reduced work schedule/ part-time policy then in effect.


 


Exercise of Option:


 


		(a)	If the Participant dies or his or her status as a Service
Provider is terminated due to his or her Disability, the vested portion of this Option will remain exercisable for twelve (12) months
after the Participant ceases to be a Service Provider. For any other termination of status as a Service Provider, the vested portion
of this Option will remain exercisable for three (3) months after the Participant ceases to be a Service Provider.



 


		(b)	If a Change in Control occurs, Section 13 of the Plan may
further limit this Option’s exercisability.



 


The
Participant’s signature below (or Participant’s electronic signature or other electronic acknowledgement or acceptance of
this Agreement or Award) indicates that:


 


		(i)	He or she agrees that this Option is granted under and governed
by the terms and conditions of the Plan and this Agreement, including their exhibits and appendices.



 


		(ii)	He or she understands that the Company is not providing any
tax, legal, or financial advice and is not making any recommendations regarding his or her participation in the Plan or his or her acquisition
or sale of Shares.



 


		(iii)	He or she has reviewed the Plan and this Agreement, has had
an opportunity to obtain the advice of personal tax, legal, and financial advisors prior to signing this Agreement, and fully understands
all provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal, and financial advisors before
taking any action related to the Plan.



 


		(iv)	He or she has read and agrees to each provision of Section
10 of this Agreement.



 


		(v)	He or she will notify the Company of any change to the contact
address below.



 


		(vi)	He or she acknowledges and agrees that this Option will be
subject to recoupment under any clawback policy that the Company adopts under the Plan.



 


	PARTICIPANT	 
	____________________________________	 
	Signature	 
	Address:	_____________________________	 
	 	_____________________________	 
	 	_____________________________	 



 




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EXHIBIT A


 


TERMS AND CONDITIONS OF STOCK OPTION GRANT


 


1. Grant.
The Company grants the Participant an Option to purchase Shares of Common Stock as described in the Notice of Grant. If there is a conflict
between the Plan, this Agreement, or any other agreement with the Participant governing this Option, those documents will take precedence
and prevail in the following order: (a) the Plan, (b) the Agreement, and (c) any other agreement between the Company and the Participant
governing this Option.


 


If
the Notice of Grant designates this Option as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an ISO under Code Section 422. Even if this Option is designated an ISO, to the extent it first become exercisable as to more than
$100,000 in any calendar year, the portion in excess of $100,000 is not an ISO under Code Section 422(d) and that portion will be
a Nonstatutory Stock Option (“NSO”). In addition, if the Participant exercises this Option after three (3) months have
passed since he or she ceased to be an employee of the Company or a Parent or Subsidiary of the Company, it generally will no longer be
an ISO (however, different rules apply to cessation of employee status due to death or Disability). If there is any other reason this
Option (or a portion of it) will not qualify as an ISO, to the extent of such nonqualification, this Option will be an NSO. The Participant
understands that he or she will have no recourse against the Administrator, the Company, any Parent or Subsidiary, or any officer or director
of the Company or any Subsidiary or Parent if any portion of this Option is not an ISO.


 


2. Vesting.
This Option will only be exercisable (also referred to as vested) under the Vesting Schedule in the Notice of Grant, Section 3 of
this Agreement, or Section 13 of the Plan. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will
not vest unless the Participant continues to be a Service Provider until the time such vesting is scheduled to occur.


 


3. Administrator
Discretion. The Administrator has the discretion to accelerate the vesting of any portion of this Option. In that case, this Option
will be vested as of the date and to the extent specified by the Administrator.


 


4. Forfeiture
upon Cessation of Status as a Service Provider. Upon the Participant’s termination as a Service Provider for any reason, this
Option will immediately stop vesting and any portion of this Option that has not yet vested will be immediately forfeited for no consideration
upon the date that Participant ceases to be a Service Provider for any reason, in all cases, subject to Applicable Laws. For purposes
of this Option, the Participant’s status as a Service Provider will be considered to be terminated as of the date the Participant
is no longer actively providing services to the Company, or if different, the Participant’s employer (the “Employer”)
or the Subsidiary or Parent to which the Participant is providing services (the Employer, Subsidiary or Parent, as applicable, the “Service
Recipient”) (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment
laws in the jurisdiction where the Participant is a Service Provider or the terms of the Participant’s employment or service agreement,
if any), and unless otherwise expressly provided in this Agreement or determined by the Administrator, the Participant’s right to
vest in this Option under the Plan, if any, will terminate as of such date and the Participant’s right to exercise the Option after
termination, if any, will be measured from such date, and will not be extended by any notice period (e.g., the Participant’s period
of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under
employment laws in the jurisdiction where the Participant is a Service Provider or the terms of the Participant’s employment or
service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Participant is no longer actively
providing services for purposes of this Option (including whether the Participant may still be considered to be providing services while
on a leave of absence).


 


5. Death
of Participant. Any distribution or delivery to be made to the Participant under this Agreement will, if he or she is then deceased,
be made to the administrator or executor of his or her estate or, if the Administrator permits, his or her designated beneficiary, unless
otherwise required to comply with Applicable Laws. Any such transferee must furnish the Company with (a) written notice of his or
her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with
any laws or regulations that apply to the transfer.


 






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6. Exercise
of Option.


 


(a) Right
to Exercise. This Option may be exercised only before its Expiration Date and only under the Plan and this Agreement.


 


(b) Method
of Exercise. To exercise this Option, the Participant must deliver and the Administrator must receive an exercise notice according
to procedures determined by the Administrator. The exercise notice must:


 


(i) state
the number of Shares as to which this Option is being exercised (“Exercised Shares”),


 


(ii) make
any representations or agreements required by the Company,


 


(iii) be
accompanied by a payment of the total exercise price for all Exercised Shares, and


 


(iv) be
accompanied by a payment of all required Tax Withholdings for all Exercised Shares.


This Option is exercised
when both the exercise notice and payments due under Sections 6(b)(iii) and 6(b)(iv) have been received by the Company for all Exercised
Shares. The Administrator may designate a particular exercise notice to be used, but until a designation is made, the exercise notice
attached to this Agreement as Exhibit C may be used.


 


7. Method
of Payment. The Participant may pay the total exercise price for Exercised Shares by any of the following methods or a combination
of methods:


 


(a) cash;


 


(b) check;


 


(c) wire
transfer;


 


(d) consideration
received by the Company under a formal cashless exercise program adopted by the Company; or


 


(e) surrender
of other Shares, as long as the Company determines that accepting such Shares does not result in any adverse accounting consequences to
the Company. If Shares are surrendered, the value of those Shares will be the fair market value for those Shares on the date they are
surrendered.


 


A non-U.S. resident’s
methods of exercise may be restricted by the terms and condition of any appendix to this Agreement for the Participant’s country
(the “Appendix”).


 






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8. Tax
Obligations.


 


(a) Tax
Withholding. For purposes of this Agreement, “Tax Withholdings” means tax, social insurance and social security
liability or premium obligations in connection with the Option, including, without limitation, (i) all federal, state, and local income,
employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are
required to be withheld by the Company or any Parent or Subsidiary, (ii) the Participant’s and, to the extent required by the Company,
the fringe benefit tax liability of the Company or any Parent or Subsidiary, if any, associated with the grant, vesting, or exercise of
the Option or sale of Shares issued under the Option, and (iii) any other taxes or social insurance or social security liabilities or
premium the responsibility for which the Participant has, or has agreed to bear, with respect to the Option, the Shares subject to, or
other amounts or property payable under, the Option, or otherwise associated with or related to participation in the Plan and with respect
to which the Company or any Parent or Subsidiary has either agreed to withhold or has an obligation to withhold.


 


(i) No
Shares will be issued to the Participant until he or she makes satisfactory arrangements (as determined by the Administrator) for the
payment of Tax Withholdings. If the Participant is a non-U.S. employee, the method of payment of Tax Withholdings may be restricted
by any Appendix. If the Participant fails to make satisfactory arrangements for the payment of any Tax Withholdings under this Agreement
at the time of an attempted Option exercise, the Company may refuse to honor the exercise and refuse to deliver the Shares, to the extent
permitted by Applicable Laws.


 


(ii) The
Company also has the right (but not the obligation) to satisfy any Tax Withholdings: (a) by reducing the number of Shares otherwise deliverable
to the Participant; (b) by requiring payment by cash or check made payable to the Company and/or any Service Recipient with respect to
which the withholding obligation arises; (c) by deduction of such amount from salary, wages or other compensation payable to the Participant;
or (d) in any combination of the foregoing, or any other method determined by the Administrator to be compliance with Applicable Laws.


 


(iii) The
Company may withhold or account for Tax Withholdings by considering statutory or other withholding rates, including minimum or maximum
rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of
any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Participant may seek
a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax
Withholdings directly to the applicable tax authority or to the Company and/or the Employer(s). If the obligation for Tax Withholdings
is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares
exercised, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax Withholdings.


 






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(iv) Further,
if the Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or
tax withholding event, the Company or the Employer(s) or former Employer(s) may withhold or account for tax in more than one jurisdiction.


 


(v) Regardless
of any action of the Company or the Employer(s), the Participant acknowledges that the ultimate liability for all Tax Withholdings and
any and all additional taxes related to the Option, the Shares or other amounts or property delivered under the Option and the Participant’s
participation in the Plan is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer(s).
The Participant further acknowledges that the Company and the Employer(s) (1) make no representations or undertakings regarding the treatment
of any Tax Withholdings in connection with any aspect of this Option; and (2) do not commit to and are under no obligation to structure
the terms of the grant or any aspect of this Option to reduce or eliminate his or her liability for Tax Withholdings or achieve any particular
tax result.


 


(vi) For
U.S. taxpayers, under Code Section 409A, a stock right (such as this 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 U.S. Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on the
date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a
“discount option” may result in (1) income recognition by the recipient of the stock right prior to the exercise of the stock
right, (2) an additional 20% U.S. federal income tax, and (3) potential penalty and interest charges. The “discount option”
may also result in additional U.S. state income, penalty and interest tax to the recipient of the stock right. Participant is hereby notified
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 Grant Date in a later examination. Participant is hereby notified that if the IRS determines that
this Option was granted with a per Share exercise price that was less than the fair market value of a Share on the Grant Date, Participant
shall be solely responsible for Participant’s costs related to such a determination.


 


(b) Tax
Reporting. This Section 8(b) applies if the Participant is a U.S. income taxpayer. If this Option is partially or wholly an ISO,
and if the Participant sells or otherwise disposes of any the Shares acquired by exercising the ISO portion on or before the later of
(i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, he or she may
be subject to withholding of Tax Withholdings by the Company on the compensation income recognized by him or her and must immediately
notify the Company in writing of the disposition.


 


9. Rights
as Stockholder. The Participant’s or any other person’s rights as a stockholder of the Company (including the right to
vote and to receive dividends and distributions) will not begin until Shares have been issued and recorded on the records of the Company
or its transfer agents or registrars.


 






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10. Acknowledgements
and Agreements. The Participant’s signature on the Notice of Grant accepting this Option indicates that:


 


(a) HE
OR SHE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THIS OPTION IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND THAT BEING HIRED,
GRANTED THIS OPTION, AND EXERCISING THIS OPTION WILL NOT RESULT IN VESTING.


 


(b) HE
OR SHE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AND AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE
RIGHT OF THE EMPLOYER(S) TO TERMINATE HIS OR HER RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE
LAWS.


 


(c) The
Participant agrees that this Agreement and its incorporated documents reflect all agreements on its subject matters and that he or she
is not accepting this Agreement based on any promises, representations, or inducements other than those reflected in the Agreement.


 


(d) The
Participant understands that exercise of this Option is governed strictly by Sections 6, 7, and 8 of this Agreement and that failure
to comply with those Sections could result in the expiration of this Option, even if an attempt was made to exercise.


 


(e) The
Participant agrees that the Company’s delivery of any documents related to the Plan or this Option (including the Plan, the Agreement,
the Plan’s prospectus and any reports of the Company provided generally to the Company’s stockholders) to him or her may be
made by electronic delivery, which may include but does not necessarily include the delivery of a link to a Company intranet or the Internet
site of a third party involved in administering the Plan, the delivery of the document via e-mail, or any other means of electronic delivery
specified by the Company. If the attempted electronic delivery of such documents fails, the Participant will be provided with a paper
copy of the documents. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents that were
delivered electronically at no cost to him or her by contacting the Company by telephone or in writing. The Participant may revoke his
or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered
(if the Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail
address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent
to electronic delivery of documents.


 


(f) The
Participant may deliver any documents related to the Plan or this Option to the Company by e-mail or any other means of electronic delivery
approved by the Administrator, but he or she must provide the Company or any designated third party administrator with a paper copy of
any documents if his or her attempted electronic delivery of such documents fails.


 


(g) The
Participant accepts that all good faith decisions or interpretations of the Administrator regarding the Plan and Awards under the Plan
are binding, conclusive, and final. No member of the Administrator will be personally liable for any such decisions or interpretations.


 


(h) The
Participant agrees that the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended,
or terminated by the Company at any time, to the extent permitted by the Plan.


 






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(i) The
Participant agrees that the grant of this Option is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past.


 


(j) The
Participant agrees that any decisions regarding future Awards will be in the Company’s sole discretion.


 


(k) The
Participant agrees that he or she is voluntarily participating in the Plan.


 


(l) The
Participant agrees that this Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation.


 


(m) The
Participant agrees that this Option, any Shares acquired under the Plan, and their income and value are not part of normal or expected
compensation for any purpose, including for calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits, or similar payments.


 


(n) The
Participant agrees that the future value of the Shares underlying this Option is unknown, indeterminable, and cannot be predicted with
certainty.


 


(o) The
Participant understands that if the underlying Shares do not increase in value, this Option will have no intrinsic monetary value.


 


(p) The
Participant understands that if this Option is exercised, the value of each Share received on exercise may increase or decrease in value,
even below the Exercise Price.


 


(q) The
Participant agrees that neither the Company or any Parent or Subsidiary is liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of this Option or of any amounts due to him
or her from the exercise of this Option or the subsequent sale of any Shares acquired upon exercise.


 


(r) Unless
otherwise provided in the Plan or by the Administrator in its discretion, this Option and the benefits evidenced in this Agreement do
not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company, nor to be exchanged,
cashed out or substituted for, in connection with any corporate transaction affecting the Shares.


 


(s) The
Participant agrees that he or she has no claim or entitlement to compensation or damages from any forfeiture of this Option resulting
from the termination of his or her status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or
in breach of employment laws in the jurisdiction where he or she is a Service Provider or the terms of his or her service agreement, if
any).


 


11. Data
Privacy. 


 


(a) The
Participant voluntarily consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described
in this Agreement and any other Award materials (“Data”) by and among, as applicable, the Employer(s), the Company
and any Parent or Subsidiary for the exclusive purpose of implementing, administering, and managing his or her participation in the Plan.


 






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(b) The
Participant understands that the Company and the Employer(s) may hold certain personal information about him or her, including, but not
limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement
to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing,
administering, and managing the Plan. 


 


(c) The
Participant understands that Data will be transferred to one or more a stock plan service provider(s) selected by the Company, which may
assist the Company with the implementation, administration, and management of the Plan. The Participant understands that the recipients
of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have
different data privacy laws and protections than his or her country. The Participant understands that if he or she resides outside the
United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or
her local human resources representative. The Participant authorizes the Company and any other possible recipients that may assist the
Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the sole purposes of implementing, administering and managing his or her participation in the
Plan. 


 


(d) The
Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation
in the Plan. The Participant understands that if he or she resides in certain jurisdictions outside the United States, to the extent required
by Applicable Laws, he or she may, at any time, request access to Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting this Option, in any case without
cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is
providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or
her consent, his or her engagement as a Service Provider with the Employer(s) will not be adversely affected; the only consequence of
refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under the Plan or administer
or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability
to participate in the Plan (including the right to retain this Option). The Participant understands that he or she may contact his or
her local human resources representative for more information on the consequences of his or her refusal to consent or withdrawal of consent.


 


12. Insider
Trading Restrictions/Market Abuse Laws. The Participant acknowledges that he or she may be subject to insider trading restrictions
and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and the Participant’s country
of residence, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., this Option) under
the Plan during such time as the Participant is considered to have “inside information” regarding the Company (as defined
by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of
orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from
(i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy
or sell securities. The Participant should keep in mind third parties includes fellow employees. Any restrictions under these laws or
regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the
Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal
legal advisor on this matter.


 






    A-7


     


    

 


13. Foreign
Asset/Account Reporting Requirements. Depending on the Participant’s country, the Participant may be subject to foreign asset/account,
exchange control and/or tax reporting requirements as a result of the vesting or exercise of this Option, the acquisition, holding and/or
transfer of Shares or cash resulting from participation in the Plan and/or the opening and maintaining of a brokerage or bank account
in connection with the Plan. The Participant may be required to report such assets, accounts, account balances and values, and/or related
transactions to the applicable authorities in his or her country. The Participant may also be required to repatriate sale proceeds or
other funds received as a result of his or her participation in the Plan to his or her country through a designated bank or broker and/or
within a certain time after receipt. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable
foreign asset/account, exchange control and tax reporting and other requirements. The Participant further understands that he or she should
consult the Participant's personal tax and legal advisors, as applicable on these matters.


 


14.
Miscellaneous


 


(a) Address
for Notices. Any notice to be given to the Company under the terms of this Agreement must be addressed to the Company at HeartBeam,
Inc., 2118 Walsh Avenue, Suite 210, Santa Clara, CA, USA 95050 until the Company designates another address in writing.


 


(b) Non-Transferability
of Option. This Option may not be transferred other than by will or the applicable laws of descent or distribution and may be
exercised during the lifetime of the Participant only by him or her or his or her representative following a Disability.


 


(c) Binding
Agreement. If this Option is transferred, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors, and assigns of the parties to this Agreement.


 


(d) Additional
Conditions to Issuance of Stock. If at any time the Company determines, in its discretion, that the listing, registration, qualification
or rule compliance of the Shares upon any securities exchange or under any U.S. or non-U.S. federal, state or local law the tax Code and
related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental
regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental
regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant hereunder, such issuance will not
occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed,
effected or obtained free of any conditions not acceptable to the Company.


 






    A-8


     


    

 


(e) Captions.
Captions provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


(f) Agreement
Severable. If any provision of this Agreement is held invalid or unenforceable, that provision will be severed from the remaining
provisions of this Agreement and the invalidity or unenforceability will have no effect on the remainder of the Agreement.


 


(g) Non-U.S.
Appendix. This Option is subject to any special terms and conditions set forth in any Appendix. If the Participant relocates to
a country included in the Appendix, the special terms and conditions for that country will apply to him or her to the extent the Company
determines that applying such terms and conditions is necessary or advisable for legal or administrative reasons.


 


(h) Imposition
of Other Requirements.  The Company reserves the right to impose other requirements on this Option and the Shares subject to
this Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant
to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 


(i) Choice
of Law; Choice of Forum. The Plan, this Agreement, this Option, and all determinations made and actions taken under the Plan,
to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving
effect to principles of conflicts of law. For purposes of litigating any dispute that arises under the Plan, the Participant's acceptance
of this Option is his or her consent to the jurisdiction of the State of Delaware and his or her agreement that any such litigation will
be conducted in the Delaware Court of Chancery or the federal courts for the United States for the District of Delaware and no other courts,
regardless of where he or she is performing services.


 


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


 


(k) Waiver.
The Participant acknowledges that a waiver by the Company of a breach of any provision of this Agreement will not operate or be construed
as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement by him or her.


 


(l) Language. 
If Participant has received this Agreement, or any other document related to this Option and/or the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.


 




    A-9


     


    

 


EXHIBIT B


 


APPENDIX TO STOCK
OPTION AGREEMENT


 


Terms and Conditions


 


This Appendix to Stock
Option Agreement (the “Appendix”) includes additional terms and conditions that govern this Option granted to the Participant
under the Plan if he or she resides in one of the countries listed below on the Grant Date or he or she moves to one of the listed countries.
Unless otherwise defined herein, capitalized terms sued but not defined herein shall have the same meanings as set forth in the Plan and
this Agreement.


 


If the Participant is
a citizen or resident of a country (or if the Participant is considered as such for local law purposes) other than the one in which the
Participant is currently residing and/or working, or if the Participant transfers to another country after being granted the Option, the
Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.


 


Notifications


 


This Appendix may also
include information regarding exchange controls and certain other issues of which the Participant should be aware with respect to participation
in the Plan. The information is based on the securities, exchange control, and other Applicable Laws in effect in the respective countries
as of ________. Such Applicable Laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant
not rely on the information in this Appendix as the only source of information relating to the consequences of participation in the Plan
because the information may be out of date at the time the Participant sells Shares acquired under the Plan.


 


In addition, the information
contained in this Appendix is general in nature and may not apply to the Participant’s particular situation, and the Company is
not in a position to assure him or her of a particular result. The Participant is advised to seek appropriate professional advice as to
how the Applicable Laws in his or her country may apply to his or her situation.


 


Finally, if the Participant
is a citizen or resident of a country other than the one in which he or she is currently working, transfers employment after this Option
is granted, or is considered a resident of another country for local law purposes, the information in this Appendix may not apply to him
or her, and the Administrator will determine to what extent the terms and conditions in this Appendix apply.


 


Countries


 


_____________


 






    B-1


     


    

 


EXHIBIT C


 


HEARTBEAM, INC.


2015 EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


HeartBeam, Inc.


2118 Walsh Avenue,
Suite 210


Santa Clara, CA 95050


 


Attention: Stock Administration


 


	Purchaser Name:	 
	Grant Date of Stock Option (the “Option”):	 
	Grant Number:	 
	Exercise Date:	 
	Number of Shares Exercised:	 
	Per Share Exercise Price:	 
	Total Exercise Price:	 
	Exercise Price Payment Method:	 
	Tax Withholdings Payment Method: (employees)	 


 


The information in the
table above is incorporated in this Exercise Notice.


 


1. Exercise
of Option. Effective as of the Exercise Date, I elect to purchase the Number of Shares Exercised (“Exercised Shares”) under
the Stock Option Agreement for this Option (the “Agreement”) for the Total Exercise Price. Capitalized terms used
but not defined in this Exercise Notice have the meanings given to them in the 2015 Equity Incentive Plan (the “Plan”) and/or
the Agreement.


 


2. Delivery
of Payment. With this Exercise Notice, I am delivering the Total Exercise Price and any required Tax Withholdings to be paid in connection
with the purchase of the Exercised Shares. I am paying my total purchase price by the Exercise Price Payment Method and the Tax Withholdings
by the Tax Withholdings Payment Method.


 


3. Representations
of Purchaser. I acknowledge that:


 


(a) I
have received, read, and understood the Plan and the Agreement and agree to be bound by their terms and conditions.


 


(b) The
exercise will not be completed until this Exercise Notice, Total Exercise Price, and all Tax-Related Payments are received by the Company.


 






    C-1


     


    

 


(c) I
have no rights as a stockholder of the Company (including the right to vote and receive dividends and distributions) on the Exercised
Shares until the Exercised Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.


 


(d) No
adjustment will be made for a dividend or other right for which the record date is before the date of issuance, except for adjustments
under Section 13 of the Plan.


 


(e) There
may be adverse tax consequences to exercising this Option, and I am not relying on the Company for tax advice and have had an opportunity
to obtain the advice of personal tax, legal, and financial advisors prior to exercising.


 


(f) The
modification and choice of law provisions of the Agreement also govern this Exercise Notice.


 


4. Entire
Agreement; Choice of Law; Choice of Forum. The Plan and the Agreement are incorporated by reference. This Exercise Notice, the Plan,
and the Agreement are the entire agreement of the parties with respect to this Options and this exercise and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to their subject matter. The Plan, the Agreement, and
this Exercise Notice, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State
of Delaware without giving effect to principles of conflicts of law. For purposes of litigating any dispute that arises under the Plan
(including without limitation under this Exercise Notice), the Participant consents to the jurisdiction of the State of Delaware and any
such litigation being conducted in the Delaware Court of Chancery or the federal courts for the United States for the District of Delaware
and no other courts, regardless of where he or she is performing services.


 


	Submitted by:	 
	 	 
	PURCHASER	 
	____________________________________	 
	Signature	 
	 	 
	Address:	_____________________________	 
	 	_____________________________	 
	 	_____________________________	 



 


 


 




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