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. 2.3.2. In addition, as a further incentive to the Employee: (i) The substitution of the options under the Old Plan are modified on the Effective Time so that they have an exercise period of ten years, subject to earlier termination of the right to exercise an option as provided in the New Plan (which is the same exercise period for options that are granted on the Effective Time under the New Plan); and (ii) The Company has also provided an additional grant of incentive stock options under the New Plan in accordance with a separate grant agreement that is being executed and delivered by and between the Company and the Employee as of the Effective Time. Such additional grant of stock options shall be (x) subject to the vesting restrictions and other terms and conditions to be entered into between the Employee, the Company, and the New Plan, (y) have an exercise period of 10 years, subject to earlier termination of the right to exercise an option as provided in the New Plan; and (z) have an initial exercise price per share equal to $0.625, subject to adjustment as provided in the New Plan to appropriately adjust the incentive stock option for changes to the common stock of the Company. (iii) The total number of stock options that you have under the New Plan is equal to: (1) the number of shares that represent a substitution of your options under the Old Plan, described in clause (i), above; plus (2) the additional grant of incentive stock options granted under the New Plan, described in clause (ii), above; and is equal to 2.00% of the total number of shares of common stock of the Company as of the Effective Time, determined on a fully diluted basis (assuming that all shares of common stock of the Company reserved for issuance under the New Plan, including the shares that would be issued for grants that substitute options under the Old Plan, are issued and outstanding).

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. 2.3.2. In addition, as a further incentive to the Employee: (i) The substitution of the options under the Old Plan are modified on the Effective Time so that they have an exercise period of ten years, subject to earlier termination of the right to exercise an option as provided in the New Plan (which is the same exercise period for options that are granted on the Effective Time under the New Plan); and (ii) The Company has also provided an additional grant of incentive stock options under the New Plan in accordance with a separate grant agreement that is being executed and delivered by and between the Company and the Employee as of the Effective Time. Such additional grant of stock options shall be (x) subject to the vesting restrictions and other terms and conditions to be entered into between the Employee, the Company, and the New Plan, (y) have an exercise period of 10 years, subject to earlier termination of the right to exercise an option as provided in the New Plan; and (z) have an initial exercise price per share equal to $0.625, subject to adjustment as provided in the New Plan to appropriately adjust the incentive stock option for changes to the common stock of the Company. (iii) The total number of stock options that you have under the New Plan is equal to: (1) the number of shares that represent a substitution of your options under the Old Plan, described in clause (i), above; plus (2) the additional grant of incentive stock options granted under the New Plan, described in clause (ii), above; and is equal to 2.00% of the total number of shares of common stock of the Company as of the Effective Time, determined on a fully diluted basis (assuming that all shares of common stock of the Company reserved for issuance under the New Plan, including the shares that would be issued for grants that substitute options under the Old Plan, are issued and outstanding).

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. 2.3.2. In addition, as a further incentive to the Employee: (i) The substitution of the options under the Old Plan are modified on the Effective Time so that they have an exercise period of ten years, subject to earlier termination of the right to exercise an option as provided in the New Plan (which is the same exercise period for options that are granted on the Effective Time under the New Plan); and (ii) The Company has also provided an additional grant of incentive stock options under the New Plan in accordance with a separate grant agreement that is being executed and delivered by and between the Company and the Employee as of the Effective Time. Such additional grant of stock options shall be (x) subject to the vesting restrictions and other terms and conditions to be entered into between the Employee, the Company, and the New Plan, (y) have an exercise period of 10 years, subject to earlier termination of the right to exercise an option as provided in the New Plan; and (z) have an initial exercise price per share equal to $0.625, subject to adjustment as provided in the New Plan to appropriately adjust the incentive stock option for changes to the common stock of the Company. (iii) The total number of stock options that you have under the New Plan is equal to: (1) the number of shares that represent a substitution of your options under the Old Plan, described in clause (i), above; plus (2) the additional grant of incentive stock options granted under the New Plan, described in clause (ii), above; and is equal to 2.00% of the total number of shares of common stock of the Company as of the Effective Time, determined on a fully diluted basis (assuming that all shares of common stock of the Company reserved for issuance under the New Plan, including the shares that would be issued for grants that substitute options under the Old Plan, are issued and outstanding).

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. 2.3.2. In addition, as a further incentive to the Employee: (i) The substitution of the options under the Old Plan are modified on the Effective Time so that they have an exercise period of ten years, subject to earlier termination of the right to exercise an option as provided in the New Plan (which is the same exercise period for options that are granted on the Effective Time under the New Plan); and (ii) The Company has also provided an additional grant of incentive stock options under the New Plan in accordance with a separate grant agreement that is being executed and delivered by and between the Company and the Employee as of the Effective Time. Such additional grant of stock options shall be (x) subject to the vesting restrictions and other terms and conditions to be entered into between the Employee, the Company, and the New Plan, (y) have an exercise period of 10 years, subject to earlier termination of the right to exercise an option as provided in the New Plan; and (z) have an initial exercise price per share equal to $0.625, subject to adjustment as provided in the New Plan to appropriately adjust the incentive stock option for changes to the common stock of the Company. (iii) The total number of stock options that you have under the New Plan is equal to: (1) the number of shares that represent a substitution of your options under the Old Plan, described in clause (i), above; plus (2) the additional grant of incentive stock options granted under the New Plan, described in clause (ii), above; and is equal to 2.005.50% of the total number of shares of common stock of the Company as of the Effective Time, determined on a fully diluted basis (assuming that all shares of common stock of the Company reserved for issuance under the New Plan, including the shares that would be issued for grants that substitute options under the Old Plan, are issued and outstanding).