Common use of Equity Compensation Plan Clause in Contracts

Equity Compensation Plan. 2.3.1. Under the Employee’s previous employment with the Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Pharmaceuticals”), the Employee was issued options to purchase shares of common stock of Pharmaceuticals pursuant to Pharmaceuticals 2006 Stock Incentive Plan and the stock option agreement thereunder (as amended to the date of this Agreement, collectively, the “Old Plan”). In accordance with the terms of the Old Plan, all rights to acquire shares of common stock of Pharmaceuticals is substituted for the right to purchase shares of common stock of the Company under the Company’s 2014 Equity Compensation Plan (the “New Plan”), as of and contingent upon the closing of the merger (the “Effective Time”), as described in that certain Agreement and Plan of Merger, dated as of November 27, 2013, as amended (the “Merger Agreement”), as follows: The right that the Employee has under the Old Plan to the right to acquire 200,000 shares of common stock of Pharmaceuticals at an exercise price per share of $0.07 are hereby substituted on and contingent upon the Effective Time for the right to purchase 90,116 shares of common stock of the Company at an exercise price equal to $0.155.

Equity Compensation Plan. 2.3.1. Under the Employee’s previous employment with the Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Pharmaceuticals”), the Employee was issued options to purchase shares of common stock of Pharmaceuticals pursuant to Pharmaceuticals 2006 Stock Incentive Plan and the stock option agreement thereunder (as amended to the date of this Agreement, collectively, the “Old Plan”). In accordance with the terms of the Old Plan, all rights to acquire shares of common stock of Pharmaceuticals is substituted for the right to purchase shares of common stock of the Company under the Company’s 2014 Equity Compensation Plan (the “New Plan”), as of and contingent upon the closing of the merger (the “Effective Time”), as described in that certain Agreement and Plan of Merger, dated as of November 27, 2013, as amended (the “Merger Agreement”), as follows: The right that the Employee has under the Old Plan to the right to acquire 200,000 100,000 shares of common stock of Pharmaceuticals at an exercise price per share of $0.07 are hereby substituted on and contingent upon the Effective Time for the right to purchase 90,116 45,058 shares of common stock of the Company at an exercise price equal to $0.155.

Equity Compensation Plan. 2.3.1. Under the Employee’s previous employment with the Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Pharmaceuticals”), the Employee was issued options to purchase shares of common stock of Pharmaceuticals pursuant to Pharmaceuticals 2006 Stock Incentive Plan and the stock option agreement thereunder (as amended to the date of this Agreement, collectively, the “Old Plan”). In accordance with the terms of the Old Plan, all rights to acquire shares of common stock of Pharmaceuticals is substituted for the right to purchase shares of common stock of the Company under the Company’s 2014 Equity Compensation Plan (the “New Plan”), as of and contingent upon the closing of the merger (the “Effective Time”), as described in that certain Agreement and Plan of Merger, dated as of November 27, 2013, as amended (the “Merger Agreement”), as follows: The right that the Employee has under the Old Plan to the right to acquire 200,000 1,000,000 shares of common stock of Pharmaceuticals at an exercise price per share of $0.07 are hereby substituted on and contingent upon the Effective Time for the right to purchase 90,116 450,578 shares of common stock of the Company at an exercise price equal to $0.155.

Equity Compensation Plan. 2.3.1. Under the Employee’s previous employment with the Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Pharmaceuticals”), the Employee was issued options to purchase shares of common stock of Pharmaceuticals pursuant to Pharmaceuticals 2006 Stock Incentive Plan and the stock option agreement thereunder (as amended to the date of this Agreement, collectively, the “Old Plan”). In accordance with the terms of the Old Plan, all rights to acquire shares of common stock of Pharmaceuticals is substituted for the right to purchase shares of common stock of the Company under the Company’s 2014 Equity Compensation Plan (the “New Plan”), as of and contingent upon the closing of the merger (the “Effective Time”), as described in that certain Agreement and Plan of Merger, dated as of November 27, 2013, as amended (the “Merger Agreement”), as follows: The right that the Employee has under the Old Plan to the right to acquire 200,000 3,885,209 shares of common stock of Pharmaceuticals at an exercise price per share of $0.07 are hereby substituted on and contingent upon the Effective Time for the right to purchase 90,116 1,750,588 shares of common stock of the Company at an exercise price equal to $0.155.