Exhibit
10.13


 


THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


EMulate
Therapeutics, INC.





STOCK
OPTION AGREEMENT


 


EMulate
Therapeutics, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock
Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set
forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms
and conditions of the EMulate Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan (the “Plan”),
as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee:
(a) represents that the Optionee has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the
Plan and this Option Agreement; (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option
Agreement; and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions
arising under the Notice, the Plan or this Option Agreement.


 


1.
Definitions and Construction.


 


1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice
or the Plan.


 





1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 





2.
Tax Consequences.


 


2.1
Tax Status of Option. This Option is intended to have the tax status designated in the Notice.


 





(a)
Incentive Stock Option. If the Notice so designates, this Option is intended to be an Incentive Stock Option within the
meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Optionee
should consult with the Optionee’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain
favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO OPTIONEE:
If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your
death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock
Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)


 




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(b)
Nonstatutory Stock Option. If the Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall
not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2
ISO Fair Market Value Limitation. If the Notice designates this Option as an Incentive Stock Option, then to the extent
that the Option (together with all Incentive Stock Options granted to the Optionee under all stock option plans of the Participating
Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value
greater than $100,000, the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes
of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and
the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended
to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated
herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option
in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Optionee may designate
which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised
the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the
exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the
Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to
the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the President
of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


3.
Administration.


 


All
questions of interpretation concerning this Option Agreement shall be determined by the Board. All determinations by the Board shall
be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.


 


4.
Exercise of the Option.


 


4.1
Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting
Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less
the number of shares previously acquired upon exercise of the Option, subject to the Company’s repurchase rights set forth in Section
11 and Section 12. In no event shall the Option be exercisable for more shares than the Number of Option Shares.


 




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4.2
Method of Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise
the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements
as to the Optionee’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option
Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return
receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the President of the Company,
or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section
6, accompanied by (i) full payment of the aggregate Exercise Price for the number of shares of Stock being purchased and (ii) an executed
copy, if required herein, of the then current forms of escrow and security agreement referenced below. The Option shall be deemed to
be exercised upon receipt by the Company of such written notice, the aggregate Exercise Price, and, if required by the Company, such
executed agreements.


 


4.3
Payment of Exercise Price.


 


(a)
Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the
number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by means
of a Cashless Exercise, as defined in Section 4.3(b), or (iii) by any combination of the foregoing.


 


(b)
Limitations on Forms of Consideration.


 


(i)
Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with
irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds
of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or
procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program or procedure.


 


4.4
Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the
Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees
to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required
to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise
in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the
Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or
regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon
exercise of the Option. The Option is not exercisable unless the tax withholding obligations of the Participating Company Group are satisfied.
Accordingly, the Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating
Company Group have been satisfied by the Optionee.


 




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4.5
Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate
for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of
the heirs of the Optionee.


 


4.6
Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock
upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect
to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market
system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under
the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the
Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance
with the terms of an applicable exemption from the registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE
OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE
OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject
to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy
any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.


 


4.7
Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


5.
Nontransferability of the Option.


 


The
Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative
and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of
the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee’s legal representative or by any
person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.


 




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6.
Termination of the Option.


 


The
Option shall terminate and may no longer be exercised after the first to occur of (a) the Option Expiration Date, (b) the last date for
exercising the Option following termination of the Optionee’s Service as described in Section 7, or (c) a Change in Control to
the extent provided in Section 8.


 


7.
Effect of Termination of Service.


 


Except
as otherwise provided herein and in the Plan, the Option shall be exercisable after the Optionee’s termination of Service only
during the applicable time periods determined in accordance with Section 6.6 of the Plan and thereafter shall terminate.


 


8.
Change in Control.


 


In
the event of a Change in Control, and provided that the Optionee’s Service has not terminated prior to such date, the surviving,
continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of the Optionee, either assume the Company’s rights and obligations under the Option or substitute
for the Option a substantially equivalent option for the Acquiror’s stock. The Option shall terminate and cease to be outstanding
effective as of the date of the Change in Control to the extent that the Option is neither assumed or substituted for by the Acquiror
in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares
acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control
with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided
herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior
to an Ownership Change Event described in Section 2.1(u)(i) of the Plan constituting a Change in Control is the surviving or continuing
corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its
voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section
1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board
otherwise provides in its discretion. The Board may, in its discretion, determine that upon a Change in Control the Option shall be canceled
in exchange for payment with respect to each Vested Share subject to such Option immediately prior to its cancellation in (a) cash, (b)
stock of the Company or the Acquiror or (c) other property which, in any such case, shall be in an amount having a Fair Market Value
equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the Exercise
Price per share under the Option (subject to any required tax withholding).


 




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9.
Adjustments for Changes in Capital Structure.


 


Subject
to any required action by the shareholders of the Company, in the event of any change in the Stock effected without receipt of consideration
by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the
capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form
other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate
and proportionate adjustments shall be made in the number, Exercise Price and class of shares of stock subject to the Option. If a majority
of the shares which are of the same class as the shares that are subject to the Option are exchanged for, converted into, or otherwise
become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”),
the Board may unilaterally amend the Option to provide that the Option is exercisable for New Shares. In the event of any such amendment,
the Number of Option Shares and the Exercise Price shall be adjusted in a fair and equitable manner, as determined by the Board, in its
discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded
down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of
the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 9 shall be final, binding and conclusive.


 


10.
Rights as a Shareholder, Employee or Consultant.


 


The
Optionee shall have no rights as a shareholder with respect to any shares covered by the Option until the date of the issuance of a certificate
for the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record
date is prior to the date such certificate is issued, except as provided in Section 9. If the Optionee is an Employee, the Optionee understands
and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the
Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall
confer upon the Optionee any right to continue in the Service of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time.


 


11.
Right of First Refusal.


 


11.1
Grant of Right of First Refusal. Except as provided in Section 11.7 below, in the event the Optionee, the Optionee’s
legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or
otherwise dispose of any shares acquired upon exercise of the Option (the “Transfer Shares”) to any person
or entity, including, without limitation, any shareholder of a Participating Company, the Company shall have the right to repurchase
the Transfer Shares under the terms and subject to the conditions set forth in this Section 11 (the “Right of First Refusal”).


 




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11.2
Notice of Proposed Transfer. Prior to any proposed transfer of the Transfer Shares, the Optionee shall deliver written
notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number
of Transfer Shares, the name and address of the proposed transferee (the “Proposed Transferee”) and, if the
transfer is voluntary, the proposed transfer price, and containing such information necessary to show the bona fide nature of the proposed
transfer. In the event of a bona fide gift or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market
Value of the Transfer Shares, as determined by the Board in good faith. If the Optionee proposes to transfer any Transfer Shares to more
than one Proposed Transferee, the Optionee shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee.
The Transfer Notice shall be signed by both the Optionee and the Proposed Transferee and must constitute a binding commitment of the
Optionee and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of
First Refusal.


 


11.3
Bona Fide Transfer. If the Company determines that the information provided by the Optionee in the Transfer Notice is insufficient
to establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Optionee written notice of the Optionee’s
failure to comply with the procedure described in this Section 11, and the Optionee shall have no right to transfer the Transfer Shares
without first complying with the procedure described in this Section 11. The Optionee shall not be permitted to transfer the Transfer
Shares if the proposed transfer is not bona fide.


 


11.4
Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall
have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Optionee otherwise agree)
at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Right
of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise
or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect
the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer
Notice, whether or not such other Transfer Notice is issued by the Optionee or issued by a person other than the Optionee with respect
to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Optionee
shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty
(60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee);
provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company
shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer
Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Optionee to any
Participating Company shall be treated as payment to the Optionee in cash to the extent of the unpaid principal and any accrued interest
canceled.


 


11.5
Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to
such lesser extent as the Company and the Optionee otherwise agree) within the period specified in Section 11.4 above, the Optionee may
conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided
such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have
the right to demand further assurances from the Optionee and the Proposed Transferee (in a form satisfactory to the Company) that the
transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares
shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the
proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice,
as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance
by the Optionee with the procedure described in this Section 11.


 




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11.6
Transferees of Transfer Shares. All transferees of the Transfer Shares or any interest therein, other than the Company,
shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall
receive and hold such Transfer Shares or interest therein subject to all of the terms and conditions of this Option Agreement, including
this Section 11 providing for the Right of First Refusal with respect to any subsequent transfer. Any sale or transfer of any shares
acquired upon exercise of the Option shall be void unless the provisions of this Section 11 are met.


 


11.7
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange
of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the
consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain
subject to the Right of First Refusal unless the provisions of Section 11.9 below result in a termination of the Right of First Refusal.


 


11.8
Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time,
whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.


 


11.9
Early Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of
First Refusal shall terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless the Acquiror
assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s
stock for the Option, or (b) the existence of a public market for the class of shares subject to the Right of First Refusal. A “public
market” shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in
the Exchange Act) or (ii) such stock is traded on the over-the-counter market and prices therefor are published daily on business days
in a recognized financial journal.


 


12.
Vested Share Repurchase Option.


 


12.1
Grant of Vested Share Repurchase Option. Except as provided in Section 12.4 below, in the event of the occurrence of any
Repurchase Event, as defined below, the Company shall have the right to repurchase the shares acquired by the Optionee pursuant to the
Option (the “Repurchase Shares”) under the terms and subject to the conditions set forth in this Section 12
(the “Vested Share Repurchase Option”). Each of the following events shall constitute a “Repurchase
Event”:


 


(a)
Termination of the Optionee’s Service with the Participating Company Group for any reason or no reason, with or without Cause,
including death or Disability. The Repurchase Period, as defined below, shall commence on the date of termination of the Optionee’s
Service.


 




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(b)
For the Optionee directly or indirectly to own, manage, operate, join, control or participate in the ownership, management, operation
or control of, or render services as an employee, consultant or independent contractor to, any business whether in corporate, proprietorship
or partnership form or otherwise with respect to any product or service that is the same as or competitive with the Company’s business.
The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such activities by Optionee.


 


(c)
The Optionee, the Optionee’s legal representative, or other holder of shares acquired upon exercise of the Option attempts to sell,
exchange, transfer, pledge, or otherwise dispose of any Repurchase Shares without complying with the provisions of Section 11. The Repurchase
Period, as defined below, shall commence on the date the Company receives actual notice of such attempted sale, exchange, transfer, pledge
or other disposition.


 


(d)
The receivership, bankruptcy or other creditor’s proceeding regarding the Optionee or the taking of any of the Optionee’s
shares of Stock by legal process, such as a levy of execution. The Repurchase Period, as defined below, shall commence on the date the
Company receives actual notice of the commencement of pendency of the receivership, bankruptcy or other creditor’s proceeding or
the date of such taking, as the case may be. The Fair Market Value of the Repurchase Shares shall be determined as of the last day of
the month preceding the month in which the proceeding involved commenced or the taking occurred.


 


12.2
Exercise of Vested Share Repurchase Option. The Company may exercise the Vested Share Repurchase Option by written notice to the
Optionee, the Optionee’s legal representative, or other holder of the Repurchase Shares, as the case may be, at any time after
a Repurchase Event (the “Repurchase Period”). The Vested Share Repurchase Option may be exercised for some
or all of the Repurchase Shares, in the discretion of the Company.


 


12.3
Payment for Repurchase Shares. The repurchase price per share being repurchased by the Company pursuant to the Vested Share Repurchase
Option shall be an amount equal to the Fair Market Value of the shares determined as of the date of the Repurchase Event. Payment by
the Company to the Optionee shall be made in cash on or before the last day of the Repurchase Period. For purposes of the foregoing,
cancellation of any indebtedness of the Optionee to the Company shall be treated as payment to the Optionee in cash to the extent of
the unpaid principal and any accrued interest canceled.


 


12.4
Transfers Not Subject to Vested Share Repurchase Option. The Vested Share Repurchase Option shall not apply to any transfer or
exchange of shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event.
If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration
will remain subject to the Vested Share Repurchase Option unless the provisions of Section 12.6 below result in a termination of the
Vested Share Repurchase Option.


 


12.5
Assignment of Vested Share Repurchase Option. The Company shall have the right to assign the Vested Share Repurchase Option at
any time, whether or not such option is then exercisable, to one or more persons as may be selected by the Company.


 




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12.6
Early Termination of Vested Share Repurchase Option. The other provisions of this Option Agreement notwithstanding, the Vested
Share Repurchase Option shall terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless
the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for
the Acquiror’s stock for the Option, or (b) the existence of a public market, as defined in Section 11.9, for the class of shares
subject to the Vested Share Repurchase Option.


 


13.
Escrow.


 


13.1
Establishment of Escrow. To ensure that shares subject to the Right of First Refusal or the Vested Share Repurchase Option
will be available for repurchase, the Company may require the Optionee to deposit the certificate evidencing the shares which the Optionee
purchases upon exercise of the Option with an escrow agent designated by the Company under the terms and conditions of escrow and security
agreements approved by the Company. If the Company does not require such deposit as a condition of exercise of the Option, the Company
reserves the right at any time to require the Optionee to so deposit the certificate in escrow. Upon the occurrence of an Ownership Change
Event or a change, as described in Section 9, in the character or amount of any of the outstanding stock of the corporation the stock
of which is subject to the provisions of this Option Agreement, any and all new, substituted or additional securities or other property
to which the Optionee is entitled by reason of the Optionee’s ownership of shares of Stock acquired upon exercise of the Option
that remain, following such Ownership Change Event or change described in Section 9, subject to the Right of First Refusal, the Vested
Share Repurchase Option, or any security interest held by the Company shall be immediately subject to the escrow to the same extent as
such shares of Stock immediately before such event. The Company shall bear the expenses of the escrow.


 


13.2
Delivery of Shares to Optionee. As soon as practicable after the expiration of the Right of First Refusal, the Vested Share
Repurchase Option and after full repayment of any promissory note secured by the shares in escrow, but not more frequently than twice
each calendar year, the escrow agent shall deliver to the Optionee the shares no longer subject to such restrictions and no longer securing
any promissory note.


 


13.3
Notices and Payments. In the event the shares held in escrow are subject to the Company’s exercise of the Right of First
Refusal or the Vested Share Repurchase Option, the notices required to be given to the Optionee shall be given to the escrow agent, and
any payment required to be given to the Optionee shall be given to the escrow agent. Within thirty (30) days after payment by the Company,
the escrow agent shall deliver the shares which the Company has purchased to the Company and shall deliver the payment received from
the Company to the Optionee.


 




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14.
Stock Distributions Subject to Option Agreement.


 


If,
from time to time, there is any stock dividend, stock split or other change, as described in Section 9, in the character or amount of
any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement, then in such
event any and all new, substituted or additional securities to which the Optionee is entitled by reason of the Optionee’s ownership
of the shares acquired upon exercise of the Option shall be immediately subject to the Right of First Refusal, the Vested Share Repurchase
Option, and any security interest held by the Company with the same force and effect as the shares subject to the Right of First Refusal,
the Vested Share Repurchase Option and such security interest immediately before such event.


 


15.
Notice of Sales Upon Disqualifying Disposition.


 


The
Optionee shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement.
In addition, if the Notice designates this Option as an Incentive Stock Option, the Optionee shall (a) promptly notify the President
of the Company if the Optionee disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Optionee
exercises all or part of the Option or within two (2) years after the Date of Option Grant and (b) provide the Company with a description
of the circumstances of such disposition. Until such time as the Optionee disposes of such shares in a manner consistent with the provisions
of this Option Agreement, unless otherwise expressly authorized by the Company, the Optionee shall hold all shares acquired pursuant
to the Option in the Optionee’s name (and not in the name of any nominee) for the one-year period immediately after the exercise
of the Option and the two-year period immediately after Date of Option Grant. At any time during the one-year or two-year periods set
forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer
agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company
of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 


16.
Legends.


 


The
Company may at any time place legends referencing the Right of First Refusal, the Vested Share Repurchase Option, and any applicable
federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this
Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing
shares acquired pursuant to the Option in the possession of the Optionee in order to carry out the provisions of this Section. Unless
otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:


 


16.1
“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.”


 




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16.2
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE
SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”


 


16.3
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VESTED SHARE REPURCHASE OPTION IN FAVOR OF THE CORPORATION OR ITS
ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST,
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”


 


16.4
“THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE
STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN
THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE
HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER
AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE
STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED
ABOVE.”


 


17.
Lock-Up Agreement.


 


The
Optionee hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock,
made by the Company pursuant to an effective registration statement filed under the Securities Act, the Optionee shall not offer, sell,
contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of
stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such
registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time
shall not exceed one hundred eighty (180) days plus such additional reasonable period as the underwriters of the Company may request
in order to facilitate compliance with applicable regulations from the effective date of such registration as may be requested by the
Company or such managing underwriters. The foregoing limitation shall not apply to shares registered in the public offering under the
Securities Act.


 


18.
Restrictions on Transfer of Shares.


 


No
shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee
or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which
violates any of the provisions of this Option Agreement and any such attempted disposition shall be void. The Company shall not be required
(a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option
Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee
to whom such shares will have been so transferred.


 




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19.
Miscellaneous Provisions.


 


19.1
Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


19.2
Additional Agreements. As a condition to receiving the Options or exercising the Options, the Optionee understands that he or
she may be required to execute additional agreements, such as a shareholder agreement, rights of first refusal and co-sale agreement,
voting agreement and/or otherwise, in the form provided by the Company, which may subject the shares acquired upon exercise of the Option
to additional restrictions with regards to transfer, voting or otherwise. Any benefits hereunder are conditioned on the Optionee executing
any such additional agreements as may be required by the Company.


 


19.3
Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except
as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or
any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any
applicable law or government regulation or is required to enable the Option, if designated an Incentive Stock Option in the Notice, to
qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement shall be effective unless in writing.


 


19.4
Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to
the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature or at such other address as such party may designate in writing from time to
time to the other party.


 


19.5
Integrated Agreement. The Notice, this Option Agreement and the Plan together with any employment, service or other related agreement
with the Optionee and a Participating Company referring to the Option shall constitute the entire understanding and agreement of the
Optionee and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior
agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with
respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or
therein, the provisions of the Notice and the Option Agreement shall survive any exercise of the Option and shall remain in full force
and effect.


 


19.6
Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements
between Delaware residents entered into and to be performed entirely within the State of Delaware.


 


19.7
Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Remainder
of page intentionally left blank.]


 




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	☐	Incentive
    Stock Option	 	Optionee:
    _____________________ 
	☐	Nonstatutory
    Stock Option	 	 
	 	 	 	Date:__________________


 


STOCK
OPTION EXERCISE NOTICE


 


EMulate
Therapeutics, Inc.


Attention:
President


___________________________


___________________________


 


Ladies
and Gentlemen:


 


1.
Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”)
of Nativis, Inc. (the “Company”) pursuant to the Company’s Amended and restated 2016 Equity Incentive
Plan (the “Plan”), my Notice of Grant of Stock Option (the “Notice”) and my Stock
Option Agreement (the “Option Agreement”) as follows:


 


	Grant
    Number:	 ______________________
	 	 
	Date
    of Option Grant:	 ______________________
	 	 
	Number
    of Option Shares:	 ______________________
	 	 
	Exercise
    Price per Share:	$
    _____________________ 


 


2.
Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are
Vested Shares in accordance with the Notice and the Option Agreement:


 


	Total
  Shares Purchased:	________________________
	 	 
	Total
  Exercise Price (Total Shares X Price per Share)	$
  _______________________




 


3.
Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized
by my Option Agreement:


 


	☐
    Cash:	$
    ______________________
	 	 
	☐ Check:	$
    ______________________ 


 




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4.
Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local
and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock
Option, I enclose payment in full of my withholding taxes, if any, as follows:


 


(Contact
Plan Administrator for amount of tax due.)


 


	☐
    Cash:	$
    ____________________
	 	 
	☐ Check:	$
    ____________________ 


 


5.
Optionee Information.


 


My
address is: _____________________________________________________________


 


______________________________________________________________ 


 





My
Social Security Number is: __________________________________________________


 


I
am exercising the Option in connection with the termination of my Service with the Company:


 


☐
Yes. If so, my estimated last day of Service is _____________, 20__.


 


☐
No


 


6.
Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the
President of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within
two (2) years of the Date of Option Grant.


 


7.
Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and
conditions of the Option Agreement, including the Right of First Refusal and the Vested Share Repurchase Option set forth therein, to
all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators,
successors and assigns.


 


8.
Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and that consequently the Shares must be held indefinitely unless they are subsequently
registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or
Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares.
I understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of
the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company.


 


I
am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering,
is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand
that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms
and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request.


 






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9.
Shares Bound by Additional Agreements. I understand and acknowledge that, as a condition to my receipt of the Shares, I
may be required to execute additional agreements, such as a shareholder agreement, rights of first refusal and co-sale agreement, voting
agreement and/or otherwise, which may subject the Shares to additional restrictions with regards to transfer, voting or otherwise.


 


I
understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice and my Option Agreement, copies of which I have
received and carefully read and understand.


 





	 	Very
    truly yours,
	 	 
	 	____________________________________
	 	(Signature)


 


	Receipt
    of the above is hereby acknowledged.	 
	 	 
	EMulate
    Therapeutics, INC.	 
	 	 	 
	By:
    	 ____________________________________	 
	 	 	 
	Title:
    	 ____________________________________	 
	 	 	 
	Dated:
    	 ____________________________________	 


 




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