Board Uses in Grant of Option Clause

Grant of Option from Incentive Stock Option Agreement

Grant of Option. This agreement evidences the grant by Mersana Therapeutics, Inc., a Delaware corporation (the Company), on [insert date of Board approval] (the Grant Date) to [insert name of Participant], an employee of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2007 Stock Incentive Plan (the Plan), a total of [insert number of option shares] shares (the Shares) of common stock, $.0001 par value per share, of the Company (Common Stock) at $[insert exercise price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [insert date that is ten years minus one day after Board approval] (the Final Exercise Date). It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

Grant of Option from Nonstatutory Stock Option Agreement

Grant of Option. This agreement evidences the grant by Mersana Therapeutics, Inc., a Delaware corporation (the Company), on [insert date of Board approval] (the Grant Date) to [insert name of Participant], an [insert employee, consultant or director, as applicable] of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2007 Stock Incentive Plan (the Plan), a total of [insert number of option shares] shares (the Shares) of common stock, $.0001 par value per share, of the Company (Common Stock) at $[insert exercise price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [insert date that is ten years minus one day after Board approval] (the Final Exercise Date). It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

GRANT OF OPTION from Employee Stock Purchase Plan

The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

GRANT OF OPTION. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Eligible Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Eligible Employee be permitted to purchase during each Offering Period more than 20,000 shares of the Company's Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. The Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an Eligible Employee may purchase during each Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the Participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.

Grant of Option from Notice

FOR GOOD AND VALUABLE CONSIDERATION, Ener-Core, Inc. (the "Company") hereby grants, pursuant to the provisions of the Ener-Core, Inc. 2015 Omnibus Incentive Plan (the "Plan"), to the Grantee designated in this Notice of Grant of Non-qualified Stock Option (the "Notice of Grant") a Non-qualified Stock Option to purchase the number of Shares set forth in the Notice of Grant (the "Option"), subject to certain terms and conditions as outlined below in the Notice of Grant and the additional terms and conditions set forth in the attached Terms and Conditions of Stock Option (together with the Notice of Grant, the "Award Agreement").

Grant of Option. The Option granted to the Grantee and described in the Notice of Grant is subject to the terms and conditions of the Plan. The terms and conditions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, the Award Agreement shall be construed in accordance with the terms and conditions of the Plan. Any capitalized term not otherwise defined in the Award Agreement shall have the definition set forth in the Plan. The Board and the stockholders of the Company have approved the Plan. The Committee has approved the grant to the Grantee of the Option, conditioned upon the Grantee's acceptance of the terms and conditions of the Award Agreement within 60 days after the Award Agreement is presented to the Grantee for review. If designated in the Notice of Grant as an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock Option. To the extent that the Option fails to meet the requirements of an Incentive Stock Option or is not designated as an Incentive Stock Option, the Option shall be treated as a Non-qualified Stock Option.

Grant of Option from Nonstatutory Stock Option Agreement

Grant of Option. This agreement evidences the grant by Mersana Therapeutics, Inc., a Delaware corporation (the Company), on [insert date of Board approval] (the Grant Date) to [insert name of Participant], an [insert employee, consultant or director, as applicable] of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2007 Stock Incentive Plan (the Plan), a total of [insert number of option shares] shares (the Shares) of common stock, $.0001 par value per share, of the Company (Common Stock) at $[insert exercise price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [insert date that is ten years minus one day after Board approval] (the Final Exercise Date). It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

Grant of Option from Incentive Stock Option Agreement

Grant of Option. This agreement evidences the grant by Mersana Therapeutics, Inc., a Delaware corporation (the Company), on [insert date of Board approval] (the Grant Date) to [insert name of Participant], an employee of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2007 Stock Incentive Plan (the Plan), a total of [insert number of option shares] shares (the Shares) of common stock, $.0001 par value per share, of the Company (Common Stock) at $[insert exercise price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [insert date that is ten years minus one day after Board approval] (the Final Exercise Date). It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

Grant of Option from Amended and Restated

FOR GOOD AND VALUABLE CONSIDERATION, Endra Inc. (the "Company") hereby grants, pursuant to the provisions of the Company's Second Amended and Restated 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to the Grantee designated in this Notice of Grant of Incentive Stock Option Award (the "Notice") an option to purchase the number of shares of the Common Stock of the Company set forth in the Notice (the "Shares"), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the "Agreement"). The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

Grant of Option. The Stock Option Award (the "Award") granted by Endra Inc. (the "Company") to the Grantee specified in the Notice of Grant of Incentive Stock Option Award (the "Notice") to which these Terms and Conditions of Stock Option Award (the "Terms") are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms (the Plan is available upon request). Together, the Notice, all Exhibits to the Notice and these Terms constitute the "Agreement." When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). For purposes this Agreement, any reference to the Company shall include a reference to any Affiliate. The Board has approved an award of an Options to the Grantee with respect to a number of shares of the Company's Common Stock as set forth in the Notice, conditioned upon the Grantee's acceptance of the provisions set forth in the Notice and these Terms within 60 days after the Notice and these Terms are presented to the Grantee for review. If designated in the Notice as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that the Option fails to meet the requirements of an ISO under Section 422 of the Code, this Option shall be treated as a Non-qualified Stock Option ("NSO"). The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.

Grant of Option from Stock Incentive Plan

FOR GOOD AND VALUABLE CONSIDERATION, Endra Inc. (the "Company") hereby grants, pursuant to the provisions of the Company's Second Amended and Restated 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to the Grantee designated in this Notice of Grant of Non-Qualified Stock Option Award (the "Notice") an option to purchase the number of shares of the Common Stock of the Company set forth in the Notice (the "Shares"), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the "Agreement"). The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

Grant of Option. The Stock Option Award (the "Award") granted by Endra Inc. (the "Company") to the Grantee specified in the Notice of Grant of Non-Qualified Stock Option Award (the "Notice") to which these Terms and Conditions of Stock Option Award (the "Terms") are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms (the Plan is available upon request). Together, the Notice, all Exhibits to the Notice and these Terms constitute the "Agreement." When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). For purposes this Agreement, any reference to the Company shall include a reference to any Affiliate. The Board has approved an award of an Options to the Grantee with respect to a number of shares of the Company's Common Stock as set forth in the Notice, conditioned upon the Grantee's acceptance of the provisions set forth in the Notice and these Terms within 60 days after the Notice and these Terms are presented to the Grantee for review. The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.

Grant of Option from Stock Option Award Agreement

Grant of Option. This certificate evidences a stock option (this "Stock Option") granted by OpGen, Inc., a Delaware corporation (the "Company"), on April 28, 2016 (the "Grant Date"), to Evan Jones (the "Participant"), pursuant to Board approval and outside of the Company's 2015 Equity Incentive Plan (as from time to time in effect, the "Plan"). Under this Stock Option, the Participant may purchase, in whole or in part, on the terms herein provided, a total of seven hundred sixty-six thousand, five hundred (766,500) shares of common stock of the Company (the "Shares") at $1.35 per Share, which is equal to the fair market value of the Shares on the Grant Date. The latest date on which this Stock Option, or any part thereof, may be exercised is April 28, 2026 (the "Final Exercise Date"). The Stock Option evidenced by this certificate is intended to be, and is hereby designated, as a non-qualified stock option (i.e., not an incentive stock option as defined in section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code")). This Stock Option is exercisable in the following installments prior to the Final Exercise Date: twenty-five percent (25%) of the shares underlying this Stock Option on the first anniversary of the Grant Date (the "Vesting Commencement Date"), and six and one-quarter percent (6.25%) 6.25% of the total award per quarter thereafter on the quarterly anniversary of the Vesting Commencement Date over three years, with vesting as to whole shares with rounding up and down as applicable to vest 25% of the award in each year of such three-year vesting cycle.

Grant of Option from Amended and Restated

FOR GOOD AND VALUABLE CONSIDERATION, Endra Inc. (the "Company") hereby grants, pursuant to the provisions of the Company's Second Amended and Restated 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to the Grantee designated in this Notice of Grant of Incentive Stock Option Award (the "Notice") an option to purchase the number of shares of the Common Stock of the Company set forth in the Notice (the "Shares"), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the "Agreement"). The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

Grant of Option. The Stock Option Award (the "Award") granted by Endra Inc. (the "Company") to the Grantee specified in the Notice of Grant of Incentive Stock Option Award (the "Notice") to which these Terms and Conditions of Stock Option Award (the "Terms") are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms (the Plan is available upon request). Together, the Notice, all Exhibits to the Notice and these Terms constitute the "Agreement." When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). For purposes this Agreement, any reference to the Company shall include a reference to any Affiliate. The Board has approved an award of an Options to the Grantee with respect to a number of shares of the Company's Common Stock as set forth in the Notice, conditioned upon the Grantee's acceptance of the provisions set forth in the Notice and these Terms within 60 days after the Notice and these Terms are presented to the Grantee for review. If designated in the Notice as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that the Option fails to meet the requirements of an ISO under Section 422 of the Code, this Option shall be treated as a Non-qualified Stock Option ("NSO"). The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.