NON-STATUTORY STOCK OPTION AGREEMENT


 


BY THIS NON-STATUTORY
STOCK OPTION AGREEMENT (“Agreement”) made and entered into this _____ day of __________, __________ (“Grant Date”),
Medistem Inc, a Nevada corporation (the “Company”), and _______________, (the “Optionee”), hereby
state, confirm, represent, warrant and agree as follows:


 


RECITALS


 


1.1          The Company, through its Board of
Directors (the “Board”), has determined to advance the interests of the Company by inducing persons of outstanding
ability and potential to join and remain with the Company, by encouraging, motivating and enabling employees, non-employee directors
and consultants to acquire stock ownership in the Company, and by providing participants with an additional incentive to promote
the success of the Company through the grant of options to purchase shares of common stock, par value $0.0001 per share, of the
Company (“Common Stock”).


 


1.2          The Company adopted the 2005 Officer
and Director Equity Ownership Plan (the “Plan”) in January 2006.


 


1.3          By this Agreement, the Company and
the Optionee desire to establish the terms upon which the Company is willing to grant to the Optionee, and upon which the Optionee
is willing to accept from the Company, an option to purchase shares of Common Stock.


 


AGREEMENT


 


2.1          Grant of Non-Statutory Stock
Option. Subject to the terms and conditions hereinafter set forth and those provisions set forth and those contained in the
Plan, the Company grants to the Optionee the right and option (the “Option”) to purchase from the Company all or any
part of an aggregate number of __________ shares of Common Stock, authorized but unissued or, at the option of the
Company, treasury stock if available (the “Optioned Shares”).


 


2.2          Exercise of Option. Subject
to the terms and conditions of this Agreement and those of the Plan, the Option may be exercised only by completing and signing
the Option Exercise Agreement, attached hereto as Exhibit A.


 


2.3          Purchase Price. The price
to be paid for the Optioned Shares (the “Purchase Price”) shall be US $_____ per share, which was not less than the
fair market value of the Optioned Shares as determined by the Board of Directors on the Grant Date.


 


2.4          Payment of Purchase Price.
Payment of the Purchase Price may be made as follows:


 


		(a)	In United States dollars in cash or by check, bank draft or money order payable to the Company;
or



 


 



    	Non-Statutory Stock Option Agreement 1



    	 



    




 


		(b)	At the discretion of the Board, through the delivery of shares of Common Stock with an aggregate
fair market value at the date of such delivery, equal to the Purchase Price; or



 





		(c)	By a combination of both (a) and (b) above.



 


The Board shall determine
acceptable methods for tendering Common Stock as payment upon exercise of an Option and may impose such limitations and conditions
on the use of Common Stock to exercise an Option as it deems appropriate. At the election of the Optionee, and subject to the acceptance
of such election by the Board, to satisfy the Company’s withholding obligations, it may retain such number of shares of Common
Stock subject to the exercised Option which have an aggregate Fair Market Value (as defined in the Plan) on the date of exercise
equal to the Company’s aggregate federal, state, local and foreign tax withholding and FICA and FUTA obligations with respect
to the exercise of the Option by the Optionee.


 


2.5          Exercisability of Option.
Subject to the provisions of Paragraph 2.6, the Options shall vest monthly in equal increments for the following two (2) years.


 


In no case may any
Option be exercised as to less than One Hundred (100) shares at any one time, or the remaining shares covered by the Option if
less than One Hundred (100) shares. An Option may not be exercised for a fraction of a share.


 


2.6 Termination of Option. Except
as otherwise provided herein, the Option, to the extent not heretofore exercised, shall terminate upon the first to occur of the
following dates:


 


(a)          The date on
which the Optionee's employment by the Company is terminated, whether voluntary, due to death, or for cause, except if such termination
is due to retirement or disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Code");


 


(b)          Ninety (90)
days after termination due to retirement or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended); or


 


(c)          Ten (10) years after the
Grant Date.


 


2.7          Adjustments. In the event
of any stock split, reverse stock split, stock dividend, combination or reclassification of shares of Common Stock or any other
increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, the
number and kind of Optioned Shares (including any Option outstanding after termination of employment or death) and the Purchase
Price per share shall be proportionately and appropriately adjusted without any change in the aggregate Purchase Price to be paid
therefore upon exercise of the Option. The determination by the Board as to the terms of any of the foregoing adjustments shall
be conclusive and binding.


 


2.8          Liquidation, Sale of Assets or
Merger. In the event of a proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into another corporation, all shares under the Option shall
immediately vest and the Option shall be assumed or an equivalent option shall be substituted by such successor corporation.


 






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2.9          Notices. Any notice to be
given under the terms of the Agreement (“Notice”) shall be addressed to the Company in care of its Secretary at 9255
Towne Centre Drive, Suite 450, San Diego, CA 92122, or at its then current corporate headquarters. Notice to be given to the Optionee
shall be addressed to him or her at his or her then current residential address as appearing on the payroll records. Notice shall
be deemed duly given when enclosed in a properly sealed envelope and deposited by certified mail, return receipt requested, in
a post office or branch post office regularly maintained by the United States Government.


 


2.11          Transferability of Option.
The Option shall not be transferable by the Optionee otherwise than by the will or the laws of descent and distribution, provided
that the Board or Compensation Committee may permit further transferability, on a general or a specific basis, and may impose conditions
and limitations on any permitted transferability. The Option may be exercised during the life of the Optionee only by the Optionee.


 


2.12          Optionee Not A Shareholder.
The Optionee shall not be deemed for any purposes to be a shareholder of the Company with respect to any of the Optioned Shares
except to the extent that the Option herein granted shall have been exercised with respect thereto and a stock certificate issued
therefore.


 


2.13          Not a Contract of Employment.
Nothing contained in the Plan or in any other agreement executed pursuant to the Plan shall be deemed to confer upon any individual
to whom an Option may be granted hereunder any right to remain in the employ or service of the Company or a parent or subsidiary
corporation of the Company.


 


2.14          Disputes or Disagreements.
As a condition of the granting of the Option herein granted, the Optionee agrees, for himself and his personal representatives,
that any disputes or disagreement which may arise under or as a result of or pursuant to this Agreement shall be determined by
the Board in its sole discretion, and that any interpretation by the Board of the terms of this Agreement shall be final, binding
and conclusive.


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be executed by its duly authorized officer, and the Optionee has hereunto affixed his
or her signature.


 


MEDISTEM LABORATORIES, INC.,


a Nevada corporation


 


By:                                                      


 


 


OPTIONEE


 


 


 


By:                                                      


 




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Exhibit A


 


Option Exercise Agreement


 


(see attached)


 


 


 


 


 




    	Non-Statutory Stock Option Agreement 4



    	 



    

OPTION EXERCISE AGREEMENT


 


This Option
Exercise Agreement (“Exercise Agreement”), dated ____________________________, is being submitted pursuant to
the terms of that certain Non-Statutory Stock Option Agreement (the “Agreement”), dated October 18th, 2013 by and between
the undersigned, _________________________ (“Optionholder”) and Medistem Inc, Inc., a Nevada corporation (the “Company”).
This Option Agreement is being provided by Optionholder to notify the Company of Optionholder’s desire to exercise the option
(“Option”) to purchase shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”),
which Option was granted to Optionholder under the Agreement.


 


Option Exercise.
Pursuant to the Option, Optionholder hereby exercises his right to purchase _____________________ (_______________) shares of Common
Stock (the “Option Shares”). Optionholder and the Company agree that Optionholder shall be deemed to be fully vested
in the Option as to the Option Shares being purchased thereunder and pursuant to this Option Agreement.


 


Payment of Exercise
Price. The exercise price per share of the Option Shares under the Option is $__________. The total exercise price for the
Option Shares I am purchasing is $____________________ (the “Purchase Price”), together with any tax withholding (as
discussed below). I elect to pay the Purchase Price [in cash/by check, bank draft or money order payable to the Company/through
the delivery of shares of Common Stock with an aggregate fair market value equal to the Purchase Price].


 


Tax Withholding.
Required payroll taxes and income tax withholding in connection with this option exercise total $______________________.


 


Optionholder representation.
Optionholder hereby represents that Optionholder is legally entitled to exercise the Option as of the date of this Option Agreement.


 


 


 


(Signature Page Follows)


 




    	Medistem Option exercise Agreement 1



    	 



    

 


 


IN WITNESS WHEREOF, the Optionholder has
executed this Option Agreement as of the date first above written.


 


	 	“Optionholder”	 
	 	 	 
	 	 	 
	 	 	 
	 	(Signature)	 
	 	 	 
	 	 	 
	 	(Please print name)	 
	 	 	 
	 	 	 
	 	(Social Security Number) 	 


 


 


 


ACKNOWLEDGED, AGREED and ACCEPTED,
as of the day and year first written above:


 


 


MEDISTEM, INC.,


a Nevada corporation


 


By:                                                      


 




 


 


 


 






    	Medistem Option exercise Agreement 2