CELLYNX, INC.
Nonstatutory Stock Option
Agreement
Granted Under 2007 Stock
Incentive Plan
(Ash – 6,737,996)
This agreement evidences the grant by CELLYNX,
INC., a California corporation (the “Company”), on
May 20, 2008 (the “Grant Date”) to
Daniel Ash , 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 Company’s
2007 Stock Incentive Plan (the “Plan”), a total of
6,737,448 shares (the “Shares”) of common
stock, no par value per share, of the Company
(“Common Stock”) at $0.099 per
Share. Unless earlier terminated, this option
shall expire at 5:00 p.m., Eastern time, on the fifth
anniversary of this Agreement (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.
This option will become exercisable
(“vest”) as to 33.3% of the original
number of Shares on the first anniversary of the
Grant Date and as to an additional 66.7% of the
original number of Shares at the end of each successive
month following the first anniversary of the Grant Date
until the third anniversary of the Grant
Date.
The right of exercise shall be cumulative so
that to the extent the option is not exercised in any period to the
maximum extent permissible it shall continue to be exercisable, in
whole or in part, with respect to all Shares for which it is vested
until the earlier of the Final Exercise Date or the termination of
this option under Section 3 hereof or the Plan.
(a) Form of
Exercise . Each election to exercise this option
shall be in writing, signed by the Participant, and received by the
Company at its principal office, accompanied by this agreement, and
payment in full in the manner provided in the Plan. The
Participant may purchase less than the number of shares covered
hereby, provided that no partial exercise of this option may be for
any fractional share.
(b) Continuous
Relationship with the Company Required . Except as
otherwise provided in this Section 3, this option may not be
exercised unless the Participant, at the time he or she exercises
this option, is, and has been at all times since the Grant Date, an
employee, director or officer of, or consultant or advisor to, the
Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an “Eligible
Participant”).
(c) Termination of
Relationship with the Company . If the Participant
ceases to be an Eligible Participant for any reason, then, except
as provided in paragraphs (d) and (e) below, the right to
exercise this option shall terminate three months
after such cessation (but in no event after the Final Exercise
Date),
