Attached files

Exhibit 3.5

CARDIGANT MEDICAL INC

2010 Stock Option Plan

Approved By Board and Stockholders: May 02, 2010
Termination Date: May 01, 2020

1. General.

(a) Eligible Option Recipients. The persons eligible to receive Options are
Employees, Directors and Consultants.

(b) Available Options. The Plan provides for the grant of Incentive Stock
Options and Non-statutory Stock Options.

(c) General Purpose. The Company, by means of the Plan, seeks to secure and
retain the services of the group of persons eligible to receive Options as set
forth in Section 1(a), to provide incentives for such persons to exert maximum
efforts for the success of the Company and any Affiliate and to provide a means
by which such eligible recipients may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Options.

2. Administration.

(a) Administration by Board. The Board shall administer the Plan unless and
until the Board delegates administration of the Plan to a Committee or
Committees, as provided in Section 2(c).

(b) Powers of Board. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

(i) To determine from time to time (A) which of the persons eligible under the
Plan shall be granted Options; (B) when and how each Option shall be granted;
(C) what type or combination of types of Option shall be granted; (D) the
provisions of each Option granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common Stock pursuant
to an Option; and (E) the number of shares of Common Stock with respect to
which an Option shall be granted to each such person.

(ii) To construe and interpret the Plan and Options granted under it, and to
establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan or Option fully
effective.

(iii) To settle all controversies regarding the Plan and Options granted under
it.

(iv) To accelerate the time at which an Option may first be exercised or the
time during which an Option or any part thereof will vest in accordance with
the Plan, notwithstanding the provisions in the Option stating the time at
which it may first be exercised or the time during which it will vest.

(v) To suspend or terminate the Plan at any time.Suspension or termination
of the Plan shall not impair rights and obligations under any Option granted
while the Plan is in effect except with the written consent of the affected
Optionholder.

(vi) To amend the Plan in any respect the Board deems necessary or advisable,
including, without limitation, relating to Incentive Stock Options and certain
nonqualified deferred compensation under 409A of the Code and/or to bring the
Plan or Options granted under the Plan into compliance therewith, subject to
the limitations, if any, of applicable law. However, except as provided in
Section 8(a) relating to Capitalization Adjustments, stockholder approval shall
be required for any amendment of the Plan that (i) materially increases the
number of shares of Common Stock available for issuance under the Plan, (ii)
materially expands the class of individuals eligible to receive Options under
the Plan, (iii) materially increases the benefits accruing to Option holders
under the Plan or materially reduces the price at which shares of Common Stock
may be issued or purchased under the Plan, or (iv) materially extends the term
of the Plan, but only to the extent required by applicable law or listing
requirements. Except as provided in Section 2(b)(viii), rights under any
Option granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (i) the Company requests the consent of the
affected Option holder, and (ii) such Option holder consents in writing.

(vii) To submit any amendment to the Plan for stockholder approval, including,
but not limited to, amendments to the Plan intended to satisfy the requirements
of (i) Section 162(m) of the Code and the regulations there under regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to Covered Employees, (ii) Section 422
of the Code regarding Incentive Stock Options or (iii) Rule 16b-3.

(viii) To amend the terms of any one or more Options, including, but not
limited to, amendments to provide terms more favorable than previously provided
in the Option Agreement, subject to any specified limits in the Plan that are
not subject to Board discretion; provided however, that, the rights under any
Option shall not be impaired by any such amendment unless (i) the Company
requests the consent of the affected Optionholder, and (ii) such Optionholder
consents in writing. Notwithstanding the foregoing, subject to the limitations
of applicable law, if any, and without the affected Optionholder's consent, the
Board may amend the terms of any one or more Options if necessary to maintain
the qualified status of an Option as an Incentive Stock Option or to bring an
Option into compliance with Code Section 409A and the related guidance
thereunder.

(ix) Generally, to exercise such powers and to perform such acts as the Board
deems necessary or expedient to promote the best interests of the Company and
that are not in conflict with the provisions of the Plan or Options.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in the Plan by Employees, Directors or Consultants who are
foreign nationals or employed outside the United States.

(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the
Plan to a Committee or Committees. If administration of the Plan is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the
Board some or all of the powers previously delegated.

(ii) Section 162(m) and Rule 16b-3 Compliance. In the sole discretion of the
Board, the Committee may consist solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board
or the Committee, in its sole discretion, may (A) delegate to a Committee of
Directors who need not be Outside Directors the authority to grant Options to
eligible persons who are either (I) not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting
from such Option, or (II) not persons with respect to whom the Company wishes
to comply with Section 162(m) of the Code, or (B) delegate to a Committee of
Directors who need not be Non-Employee Directors the authority to grant Options
to eligible persons who are not then subject to Section 16 of the Exchange Act.

(d) Delegation to an Officer. The Board may delegate to one or more Officers
the authority to do one or both of the following (i) designate Employees who
are not Officers to be recipients of Options and the terms thereof, and (ii)
determine the number of shares of Common Stock to be subject to Options
granted to such Employees; provided, however, that the Board resolutions
regarding such delegation shall specify the total number of shares of Common
Stock that may be subject to the Options granted by such Officer and that such
Officer may not grant an Option to himself or herself. Notwithstanding
anything to the contrary in this Section 2(d), the Board may not delegate to
an Officer authority to determine the Fair Market Value of the Common Stock
pursuant to Section 12(r)(ii) below.

(e) Effect of Board's Decision. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review
by any person and shall be final, binding and conclusive on all persons.

3. Shares Subject to the Plan.

(a) Share Reserve. Subject to the provisions of Section 8(a) relating to
adjustments upon changes in stock, the aggregate number of shares of Common
Stock of the Company that may be issued pursuant to Options after the Effective
Date shall not exceed five Million (5,000,000) shares. For clarity, the
limitation in this subsection 3(a) is a limitation on the number of shares of
Common Stock that may be issued pursuant to the Plan. Furthermore, if an
Option expires or otherwise terminates without having been exercised in full,
such expiration or termination shall not reduce (or otherwise offset) the
number of shares of Common Stock that may be issued pursuant to the Plan.

(b) Return to Reserve. If any shares of Common Stock issued pursuant to an
Option are forfeited back to the Company because of the failure to meet a
contingency or condition required to vest such shares in the Optionholder,
then the shares which are forfeited shall revert to and again become available
for issuance under the Plan. Any shares reacquired by the Company pursuant to
Section 7(g) or as consideration for the exercise of an Option shall again
become available for issuance under the Plan.

(c) Source of Shares. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company.

4. Eligibility.

(a) Eligibility for Specific Options. Incentive Stock Options may be granted
only to employees of the Company or a parent corporation or subsidiary
corporation (as such terms are defined in Code Sections 424(e) and (f)).
Non-statutory Stock Options may be granted to Employees, Directors and
Consultants.

(b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted
an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock on the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

(c) Consultants. A Consultant shall be eligible for the grant of an Option only
if, at the time of grant, a Form S-8 Registration Statement under the
Securities Act ("Form S-8") is available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature
of the services that the Consultant is providing to the Company, because the
Consultant is a natural person, or because of any other rule governing the use
of Form S-8.

5. Option Provisions.

Each Option shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Non-statutory Stock Options at the time
of grant, and, if certificates are issued, a separate certificate or
certificates shall be issued for shares of Common Stock purchased on exercise
of each type of Option. If an Option is not specifically designated as an
Incentive Stock Option, then the Option shall be a Non-statutory Stock Option.
The provisions of separate Options need not be identical; provided, however,
that each Option Agreement shall include (through incorporation of provisions
hereof by reference in the Option Agreement or otherwise) the substance of each
of the following provisions:

(a) Term. Subject to the provisions of 4(b) regarding Ten Percent Shareholders,
no Option shall be exercisable after the expiration of ten (10) years from
the date of its grant or such shorter period specified in the Option Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten
Percent Stockholders, the exercise price of each Option shall be not less than
one hundred percent (100%) of the Fair Market Value of the Common Stock subject
to the Option on the date the Option is granted. Notwithstanding the foregoing,
an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option if
such Option is granted pursuant to an assumption or substitution for another
option in a manner consistent with the provisions of 424(a) of the Code
(whether or not such options are Incentive Stock Options).

(c) Consideration. The purchase price of Common Stock acquired pursuant to the
exercise of an Option shall be paid, to the extent permitted by applicable law
and as determined by the Board in its sole discretion, by any combination of
the methods of payment set forth below.The Board shall have the authority to
grant Options that do not permit all of the following methods of payment
(or otherwise restrict the ability to use certain methods) and to grant Options
that require the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this 5(c) are:

(i) by cash, check, bank draft or money order payable to the Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of the stock subject to the
Option, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of
shares of Common Stock;

(iv) by a "net exercise" arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issued upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company shall accept a cash or
other payment from the Optionholder to the extent of any remaining balance
of the aggregate exercise price not satisfied by such reduction in the number
of whole shares to be issued; provided, further, that shares of Common Stock
will no longer be outstanding under an Option and will not be exercisable
thereafter to the extent that (A) shares are used to pay the exercise price
pursuant to the "net exercise," (B) shares are delivered to the Optionholder
as a result of such exercise, and (C) shares are withheld to satisfy tax
withholding obligations; or

(v) in any other form of legal consideration that may be acceptable to the
Board.

(d) Transferability of Options. The Board may, in its sole discretion, impose
such limitations on the transferability of Options as the Board shall
determine. In the absence of such a determination by the Board to the contrary,
the following restrictions on the transferability of Options shall apply:

(i) Restrictions on Transfer. An Option shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder; provided,
however, that the Board may, in its sole discretion, permit transfer of the
Option in a manner consistent with applicable tax and securities laws upon
the Optionholder's request.

(ii) Domestic Relations Orders. Notwithstanding the foregoing, an Option may
be transferred pursuant to a domestic relations order, provided, however, that
an Incentive Stock Option may be deemed to be a Nonqualified Option as a
result of such transfer.

(iii) Beneficiary Designation. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company, designate a third party who, in the
event of the death of the Optionholder, shall thereafter be entitled to
exercise the Option.

(e) Vesting Generally. The total number of shares of Common Stock subject to an
Option may vest and therefore become exercisable in periodic installments that
may or may not be equal. The Option may be subject to such other terms and
conditions on the time or times when it may or may not be exercised (which may
be based on the satisfaction of Performance Goals or other criteria) as the
Board may deem appropriate. The vesting provisions of individual Options may
vary. The provisions of this Section 5(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option
may be exercised.

(f) Termination of Continuous Service. Except as otherwise provided in the
applicable Option Agreement or other agreement between the Optionholder and
the Company, in the event that an Optionholder's Continuous Service terminates
(other than upon the Optionholder's death or Disability), the Optionholder may
exercise his or her Option (to the extent that the Optionholder was entitled to
exercise such Option as of the date of termination of Continuous Service) but
only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionholder's Continuous Service (or
such longer or shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
after termination of Continuous Service, the Optionholder does not exercise his
or her Option within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.

(g) Extension of Termination Date. An Optionholder's Option Agreement may
provide that if the exercise of the Option following the termination of the
Optionholder's Continuous Service (other than upon the Optionholder's death
or Disability) would be prohibited at any time solely because the issuance
of shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option
would not be in violation of such registration requirements, or (ii) the
expiration of the term of the Option as set forth in the Option Agreement.

(h) Disability of Optionholder. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's Disability, the Optionholder
may exercise his or her Option (to the extent that the Optionholder was
entitled to exercise such Option as of the date of termination of Continuous
Service), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination of Continuous Service
(or such longer or shorter period specified in the Option Agreement), or
(ii) the expiration of the term of the Option as set forth in the Option
Agreement.If, after termination of Continuous Service, the Optionholder does
not exercise his or her Option within the time specified herein or in the
Option Agreement (as applicable), the Option shall terminate.

(i) Death of Optionholder. If (i) an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, or (ii) the Optionholder
dies within the period (if any) specified in the Option Agreement after the
termination of the Optionholder's Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise such Option as of the date of death) by the Optionholder's
estate, by a person who acquired the right to exercise the Option by bequest
or inheritance or by a person designated to exercise the option upon the
Optionholder's death, but only within the period ending on the earlier of (i)
the date eighteen (18) months following the date of death (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of
the term of such Option as set forth in the Option Agreement.If, after the
Optionholder's death, the Option is not exercised within the time specified
herein or in the Option Agreement (as applicable), the Option shall terminate.

(j) Non-Exempt Employees. No Option granted to an Employee that is a
non-exempt employee for purposes of the Fair Labor Standards Act shall be first
exercisable for any shares of Common Stock until at least six months following
the date of grant of the Option. The foregoing provision is intended to
operate so that any income derived by a non-exempt employee in connection with
the exercise or vesting of an Option will be exempt from his or her regular
rate of pay.

(k) Early Exercise. The Option may, but need not, include a provision whereby
the Optionholder may elect at any time before the Optionholder's Continuous
Service terminates to exercise the Option as to any part or all of the shares
of Common Stock subject to the Option prior to the full vesting of the Option.
Any unvested shares of Common Stock so purchased may be subject to a
repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate. The Company will not exercise its repurchase
option until at least six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes) have
elapsed following exercise of the Option unless the Board otherwise
specifically provides in the Option.

6. Covenants of the Company.

(a) Availability of Shares. During the terms of the Options, the Company shall
keep available at all times the number of shares of Common Stock reasonably
required to satisfy such Options.

(b) Securities Law Compliance. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any Common Stock issued or issuable pursuant to any
such Option. If, after commercially reasonable efforts, the Company is unable
to obtain from any such regulatory commission or agency the authority that
counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company shall be relieved from any liability
for failure to issue and sell Common Stock upon exercise of such Options unless
and until such authority is obtained.

(c) No Obligation to Notify. The Company shall have no duty or obligation to
any holder of an Option to advise such holder as to the time or manner of
exercising such Option. Furthermore, the Company shall have no duty or
obligation to warn or otherwise advise such holder of a pending termination or
 expiration of an Option or a possible period in which the Option may not be
 exercised. The Company has no duty or obligation to minimize the tax
 consequences of an Option to the holder of such Option.

7. Miscellaneous.

(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of
shares of Common Stock pursuant to Options shall constitute general funds of
the Company.

(b) Corporate Action Constituting Grant of Options. Corporate action
constituting a grant by the Company of an Option to any Optionholder shall be
deemed completed as of the date of such corporate action, unless otherwise
determined by the Board, regardless of when the instrument, certificate, or
letter evidencing the Option is communicated to, or actually received or
accepted by, the Optionholder.

(c) Stockholder Rights. No Optionholder shall be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any shares of Common
Stock subject to such Option unless and until such Optionholder has exercised
the Option pursuant to its terms and the Optionholder shall not be deemed to
be a stockholder of record until the issuance of the Common Stock pursuant to
such exercise has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Option
Agreement or other instrument executed thereunder or in connection with any
Option granted pursuant to the Plan shall confer upon any Optionholder any
right to continue to serve the Company or an Affiliate in the capacity in
effect at the time the Option was granted or shall affect the right of the
Company or an Affiliate to terminate (i) the employment of an Employee with
or without notice and with or without cause, (ii) the service of a Consultant
pursuant to the terms of such Consultant's agreement with the Company or an
Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law
of the state in which the Company or the Affiliate is incorporated, as the
case may be.

(e) Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for
the first time by any Optionholder during any calendar year (under all plans
of the Company and any Affiliates) exceeds one hundred thousand dollars
($100,000), the Options or portions thereof that exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options, notwithstanding any contrary provision of the applicable Option
Agreement(s).

(f) Investment Assurances. The Company may require an Optionholder, as a
condition of exercising or acquiring Common Stock under any Option, (i) to
give written assurances satisfactory to the Company as to the Optionholder's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to
give written assurances satisfactory to the Company stating that the
Optionholder is acquiring Common Stock subject to the Option for the
Optionholder's own account and not with any present intention of selling or
otherwise distributing the Common Stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (x)
the issuance of the shares upon the exercise or acquisition of Common Stock
under the Option has been registered under a then currently effective
registration statement under the Securities Act, or (y) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel
deems necessary or appropriate in order to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the
Common Stock.

(g) Withholding Obligations. Unless prohibited by the terms of an Option
Agreement, the Company may, in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to an Option by any of
the following means (in addition to the Company's right to withhold from
any compensation paid to the Optionholder by the Company) or by a combination
of such means: (i) causing the Optionholder to tender a cash payment; (ii)
withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to the Optionholder in connection with the Option; or (iv)
by such other method as may be set forth in the Option Agreement.

(h) Electronic Delivery. Any reference herein to a "written" agreement or
document shall include any agreement or document delivered electronically or
posted on the Company's intranet.

(i) Compliance with 409A. To the extent that the Board determines that any
Option granted under the Plan is subject to 409A of the Code, the Option
Agreement evidencing such Option shall incorporate the terms and conditions
required by  409A of the Code. To the extent applicable, the Plan and Option
Agreements shall be interpreted in accordance with 409A of the Code.
Notwithstanding any provision of the Plan to the contrary, in the event that,
following the Effective Date, the Board determines that any Option may be
subject to  409A of the Code, the Board may adopt such amendments to the Plan
and the applicable Option Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or
take any other actions, that the Board determines are necessary or appropriate
to (1) exempt the Option from 409A of the Code and/or preserve the intended
tax treatment of the benefits provided with respect to the Option, or (2)
comply with the requirements of 409A of the Code.

8. Adjustments upon Changes in Common Stock; Other Corporate Events.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment,
the Board shall appropriately adjust: (i) the class(es) and maximum number of
securities subject to the Plan pursuant to 3(a), (ii) the class(es) and
maximum number of securities that may be issued pursuant to the exercise of
Incentive Stock Options pursuant to 3(c), (iii) the class(es) and maximum
number of securities that may be awarded to any person pursuant to 3(d), and
(iv) the class(es) and number of securities and price per share of stock
subject to outstanding Options. The Board shall make such adjustments, and
its determination shall be final, binding and conclusive.

(b) Dissolution or Liquidation. Except as otherwise provided in the Option
Agreement, in the event of a dissolution or liquidation of the Company, all
outstanding Options shall terminate immediately prior to the completion of
such dissolution or liquidation, and the shares of Common Stock subject to
the Company's repurchase option may be repurchased by the Company
notwithstanding the fact that the holder of such Common Stock is providing
Continuous Service, provided, however, that the Board may, in its sole
discretion, cause some or all Options to become fully vested, exercisable
and/or no longer subject to repurchase or forfeiture (to the extent such
Options have not previously expired or terminated) before the dissolution or
liquidation is completed but contingent on its completion.

(c) Corporate Transaction. The following provisions shall apply to Options in
the event of a Corporate Transaction unless otherwise provided in the
instrument evidencing the Option or any other written agreement between the
Company or any Affiliate and the holder of the Option or unless otherwise
expressly provided by the Board at the time of grant of an Option.

(i) Options May Be Assumed. Except as otherwise stated in the Option Agreement,
in the event of a Corporate Transaction, any surviving corporation or acquiring
corporation (or the surviving or acquiring corporation's parent company) may
assume or continue any or all Options outstanding under the Plan or may
substitute similar stock awards for Options outstanding under the Plan
(including but not limited to, awards to acquire the same consideration paid
to the stockholders of the Company pursuant to the Corporate Transaction),
and any reacquisition or repurchase rights held by the Company in respect of
Common Stock issued pursuant to Options may be assigned by the Company to the
successor of the Company (or the successor's parent company, if any), in
connection with such Corporate Transaction. A surviving corporation or
acquiring corporation (or its parent) may choose to assume or continue only a
portion of an Option or substitute a similar stock award for only a portion of
an Option. The terms of any assumption, continuation or substitution shall be
set by the Board in accordance with the provisions of Section 2.

(ii) Options Held by Current Optionholders. Except as otherwise stated in the
Option Agreement, in the event of a Corporate Transaction in which the
surviving corporation or acquiring corporation (or its parent company) does
not assume or continue such outstanding Options or substitute similar stock
awards for such outstanding Options, then with respect to Options that have
not been assumed, continued or substituted and that are held by Optionholders
whose Continuous Service has not terminated prior to the effective time of
the Corporate Transaction (referred to as the "Current Optionholders"), the
vesting of such Options (and, if applicable, the time at which such Options
may be exercised) shall (contingent upon the effectiveness of the Corporate
Transaction) be accelerated in full to a date prior to the effective time of
such Corporate Transaction as the Board shall determine (or, if the Board
shall not determine such a date, to the date that is five (5) days prior to
the effective time of the Corporate Transaction), and such Options shall
terminate if not exercised (if applicable) at or prior to the effective time
of the Corporate Transaction, and any reacquisition or repurchase rights held
by the Company with respect to such Options shall lapse (contingent upon the
effectiveness of the Corporate Transaction).

(iii) Options Held by Persons other than Current Optionholders. Except as
otherwise stated in the Option Agreement, in the event of a Corporate
Transaction in which the surviving corporation or acquiring corporation
(or its parent company) does not assume or continue such outstanding Options
or substitute similar stock awards for such outstanding Options, then with
respect to Options that have not been assumed, continued or substituted and
that are held by persons other than Current Optionholders, the vesting of
such Options (and, if applicable, the time at which such Option may be
exercised) shall not be accelerated and such Options shall terminate if not
exercised (if applicable) prior to the effective time of the Corporate
Transaction; provided, however, that any reacquisition or repurchase rights
held by the Company with respect to such Options shall not terminate and may
continue to be exercised notwithstanding the Corporate Transaction.

(iv) Payment for Options in Lieu of Exercise. Notwithstanding the foregoing,
in the event an Option will terminate if not exercised prior to the effective
time of a Corporate Transaction, the Board may provide, in its sole
discretion, that the holder of such Option may not exercise such Option but
will receive a payment, in such form as may be determined by the Board, equal
in value to the excess, if any, of (A) the value of the property the holder of
the Option would have received upon the exercise of the Option, over (B) any
exercise price payable by such holder in connection with such exercise.

(d) Change in Control. An Option may be subject to additional acceleration of
vesting and exercisability upon or after a Change in Control as may be
provided in the Option Agreement for such Option or as may be provided in any
other written agreement between the Company or any Affiliate and the
Optionholder, but in the absence of such provision, no such acceleration shall
occur.

9. Termination or Suspension of the Plan.

(a) Plan Term. Unless sooner terminated by the Board pursuant to 2, the Plan
shall automatically terminate on the day before the tenth (10th) anniversary
of the date the Plan is adopted by the Board or approved by the stockholders
of the Company, whichever is earlier. No Options may be granted under the
Plan while the Plan is suspended or after it is terminated.

(b) No Impairment of Rights. Termination of the Plan shall not impair rights
and obligations under any Option granted while the Plan is in effect except
with the written consent of the affected Optionholder.

10. Effective Date of Plan.

This Plan shall become effective on the Effective Date.

11. Choice of Law.

The law of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

12. Definitions.

As used in the Plan and any Option Agreement, unless otherwise specified, the
following terms shall have the meanings set forth below:

(a) "Affiliate" means, at the time of determination, any "parent" or
"subsidiary" as such terms are defined in Rule 405 of the Securities Act.
The Board shall have the authority to determine the time or times at which
"parent" or "subsidiary" status is determined within the foregoing definition.

(b) "Board" means the Board of Directors of the Company.

(c) "Capitalization Adjustment" means any change that is made in, or other
events that occur with respect to, the Common Stock subject to the Plan or
subject to any Option after the Effective Date without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving
the receipt of consideration by the Company). Notwithstanding the foregoing,
the conversion of any convertible securities of the Company shall not be
treated as a transaction "without receipt of consideration" by the Company.

(d) "Code" means the Internal Revenue Code of 1986, as amended, and
regulations and other guidance thereunder.

(e) "Committee" means a committee of [one (1)] or more Directors to whom
authority has been delegated by the Board in accordance with Section 2(c).

(f) "Common Stock" means the common stock of the Company.

(g) "Company" meansCardigant Medical Inc., a Delaware corporation.

(h) "Consultant" means any person, including an advisor, who is (i)
engaged by the Company or an Affiliate to render consulting or advisory
services and is compensated for such services, or (ii) serving as a member of
the board of directors of an Affiliate and is compensated for such services.
However, service solely as a Director, or payment of a fee for such service,
shall not cause a Director to be considered a "Consultant" for purposes of
the Plan.

(i) "Continuous Service" means that the Optionholder's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is
not interrupted or terminated. A change in the capacity in which the
Optionholder renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Optionholder
renders such service, provided that there is no interruption or termination
of the Optionholder's service with the Company or an Affiliate, shall not
terminate an Optionholder's Continuous Service. For example, a change in
status from an employee of the Company to a consultant to an Affiliate or to
a Director shall not constitute an interruption of Continuous Service. To the
extent permitted by law, the Board or the chief executive officer of the
Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave. Notwithstanding the foregoing, a leave of absence shall be
treated as Continuous Service for purposes of vesting in an Option only to
such extent as may be provided in the Company's leave of absence policy, in
the written terms of any leave of absence agreement or policy applicable to
the Optionholder, or as otherwise required by law.

(j) "Corporate Transaction" means the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following
events:

(i) a sale or other disposition of all or substantially all, as determined by
the Board in its sole discretion, of the consolidated assets of the Company
and its Subsidiaries;

(ii) a sale or other disposition of at least ninety percent (90%) of the
outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form
of securities, cash or otherwise.

(k) "Covered Employee" shall have the meaning provided in 162(m)(3) of the
Code and the regulations promulgated thereunder.

(l) "Director" means a member of the Board.

(m) "Disability" means, with respect to an Optionholder, the inability of such
Optionholder to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, as provided in 22(e)(3) and 409A(a)(2)(c)(i) of the Code.

(n) "Effective Date" means the effective date of this Plan document, which is
the date of the annual meeting of stockholders of the Company held in 2010
provided this Plan is approved by the Company's stockholders at such meeting.

(o) "Employee" means any person employed by the Company or an Affiliate.
However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an "Employee" for purposes of the
Plan.

(p) "Entity" means a corporation, partnership, limited liability company or
other entity.

(q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(r) "Fair Market Value" means, as of any date, the value of the Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded
on an automated quotation system such as the OTC Bulletin Board, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the date of determination, as reported in
such source as the Board deems reliable, including the OTC Bulletin Board
website. Unless otherwise provided by the Board, if there is no closing
sales price (or closing bid if no sales were reported) for the Common Stock
on the date of determination, then the Fair Market Value shall be the closing
selling price (or closing bid if no sales were reported) on the last preceding
date for which such quotation exists.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value
shall be determined by the Board in good faith.

(s) "Incentive Stock Option" means an Option that is intended to be, and
qualifies as, an "incentive stock option" within the meaning of 422 of the
Code and the regulations promulgated thereunder.

(t) "Non-Employee Director" means a Director who either (i) is not a current
employee or officer of the Company or an Affiliate, does not receive
compensation, either directly or indirectly, from the Company or an Affiliate
for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.

(u) "Nonstatutory Stock Option" means any Option that does not qualify as an
Incentive Stock Option.

(v) "Officer" means a person who is an officer of the Company within the
meaning of 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

(w) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option to
purchase shares of Common Stock granted pursuant to the Plan.

(x) "Option Agreement" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan.

(y) "Optionholder" means a person to whom an Option is granted pursuant to the
Plan or, if permitted under the terms of this Plan, such other person who
holds an outstanding Option.

(z) "Outside Director" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under 162(m) of the Code), is not a former
employee of the Company or an "affiliated corporation" who receives
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the
Company or an "affiliated corporation," and does not receive remuneration
from the Company or an "affiliated corporation," either directly or indirectly,
 in any capacity other than as a Director, or (ii) is otherwise considered an
 "outside director" for purposes of 162(m) of the Code.

(aa) "Plan" means this [Company Name] [Year] Equity Incentive Plan.

(bb) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

(cc) "Securities Act" means the Securities Act of 1933, as amended.

(dd) "Subsidiary" means, with respect to the Company, (i) any corporation of
which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether, at the time, stock of any other class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time, directly or indirectly, Owned
by the Company, and (ii) any partnership in which the Company has a direct or
indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%).

(ee) "Ten Percent Stockholder" means a person who Owns (or is deemed to Own
pursuant to 424(d) of the Code) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or
any Affiliate.




STOCK OPTION AGREEMENT
Cardigant Medical Inc
2010 Stock Option Plan
Stock Option Agreement
(Incentive Stock Option or Nonstatutory Stock Option)

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, Cardigant Medical Inc, a Delaware corporation (the "Company")
has granted you an option under its 2010 Stock Option Plan (the "Plan") to
purchase the number of shares of the Company's Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in
the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. Vesting. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service.

2. Number of Shares and Exercise Price. The number of shares of Common Stock
subject to your option and your exercise price per share referenced in your
Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3.Exercise Restriction for Non-Exempt Employees. If you are an Employee
eligible for overtime compensation under the Fair Labor Standards Act of
1938, as amended (i.e., a "Non-Exempt Employee"), you may not exercise your
option until you have completed at least six (6) months of Continuous Service
measured from the Date of Grant specified in your Grant Notice,
notwithstanding any other provision of your option.

4. Method of Payment. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment
of the exercise price in cash or by check or in any other manner permitted
by your Grant Notice, which may include one or more of the following:

(a) Bank draft or money order payable to the Company.

(b) In the Company's sole discretion at the time your option is exercised and
provided that at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that, prior to
the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.

(c) In the Company's sole discretion at the time your option is exercised and
provided that at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, by delivery to the Company
(either by actual delivery or attestation) of already-owned shares of Common
Stock either that you have held for the period required to avoid a charge to
the Company's reported earnings (generally six (6) months) or that you did not
acquire, directly or indirectly from the Company, that are owned free and clear
of any liens, claims, encumbrances or security interests, and that are valued
at Fair Market Value on the date of exercise. "Delivery" for these purposes,
in the sole discretion of the Company at the time you exercise your option,
shall include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. Notwithstanding the
foregoing, you may not exercise your option by tender to the Company of Common
Stock to the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.

(d) By a "net exercise" arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issued upon exercise of your option by
the largest whole number of shares with a Fair Market Value that does not
exceed the aggregate exercise price; provided, however, that the Company
shall accept a cash or other payment from you to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the
number of whole shares to be issued; provided further, however, that shares of
Common Stock will no longer be outstanding under your option and will not be
exercisable thereafter to the extent that (1) shares are used to pay the
exercise price pursuant to the "net exercise," (2) shares are delivered to
you as a result of such exercise, and (3) shares are withheld to satisfy tax
withholding obligations.

5. Whole Shares. You may exercise your option only for whole shares of Common
Stock.

6. Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities
Act or, if such shares of Common Stock are not then so registered, the Company
has determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act. The exercise of your option
also must comply with other applicable laws and regulations governing your
option, and you may not exercise your option if the Company determines that
such exercise would not be in material compliance with such laws and
regulations.

7. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of
Grant and expires upon the earliest of the following:

(a) three (3) months after the termination of your Continuous Service for any
reason other than your Disability or death, provided, however, that (i) if
during any part of such three (3) month period your option is not exercisable
solely because of the condition set forth in 6, your option shall not expire
until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service and (ii) if (x) you are a
Non-Exempt Employee, (y) you terminate your Continuous Service within
six (6) months after the Date of Grant specified in your Grant Notice,
and (z) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the
earlier of (A) the later of the date that is seven (7) months after the Date
of Grant specified in your Grant Notice or the date that is three (3) months
after the termination of your Continuous Service or (B) the Expiration Date;

(b) twelve (12) months after the termination of your Continuous Service due
to your Disability;

(c) eighteen (18) months after your death if you die either during your
Continuous Service or within three (3) months after your Continuous Service
terminates;

(d) the Expiration Date indicated in your Grant Notice; or

(e) the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal
income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and
ending on the day three (3) months before the date of your option's exercise,
you must be an employee of the Company or an Affiliate, except in the event of
your death or your permanent and total disability, as defined in 22(e) of the
Code. (The definition of disability in 22(e) of the Code is different from
the definition of the Disability under the Plan). The Company has provided
for extended exercisability of your option under certain circumstances for
your benefit but cannot guarantee that your option will necessarily be treated
as an Incentive Stock Option if you continue to provide services to the
Company or an Affiliate as a Consultant or Director after your employment
terminates or if you otherwise exercise your option more than three (3)
months after the date your employment with the Company or an Affiliate
terminates.

8. Exercise.

(a) You may exercise the vested portion of your option during its term by
delivering a Notice of Exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require.

(b) By exercising your option you agree that, as a condition to any exercise
of your option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of your
option, (2) the lapse of any substantial risk of forfeiture to which the
shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.

(c) If your option is an Incentive Stock Option, by exercising your option
you agree that you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of your option that occurs within two (2) years
after the date of your option grant or within one (1) year after such shares
of Common Stock are transferred upon exercise of your option.

9. Transferability.

(a) Restrictions on Transfer. Your option shall not be transferable except
by will or by the laws of descent and distribution and shall be exercisable
during your lifetime only by you; provided, however, that the Board may,
in its sole discretion, permit you to transfer your option in a manner
consistent with applicable tax and securities laws upon your request.

(b) Domestic Relations Orders. Notwithstanding the foregoing, your option
may be transferred pursuant to a domestic relations order; provided, however,
that if your option is an Incentive Stock Option, your option shall be deemed
to be a Nonstatutory Stock Option as a result of such transfer.

(c) Beneficiary Designation. Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company, designate a third party who, in the event of
your death, shall thereafter be entitled to exercise your option. Your option
is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you.
Notwithstanding the foregoing, by delivering written notice to the Company,
in a form satisfactory to the Company, you may designate a third party who,
in the event of your death, shall thereafter be entitled to exercise your
option.

10. Option not a Service Contract. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in
any way whatsoever any obligation on your part to continue in the employ of
the Company or an Affiliate, or of the Company or an Affiliate to continue
your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors,
Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.

11. Withholding Obligations.

(a) At the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a "cashless exercise" pursuant
to a program developed under Regulation T as promulgated by the Federal
Reserve Board to the extent permitted by the Company), any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of
the Company or an Affiliate, if any, which arise in connection with the
exercise of your option.

(b) Upon your request and subject to approval by the Company, in its sole
discretion, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common
Stock otherwise issuable to you upon the exercise of your option a number of
whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of
tax required to be withheld by law (or such lower amount as may be necessary
to avoid variable award accounting). If the date of determination of any tax
withholding obligation is deferred to a date later than the date of exercise
of your option, share withholding pursuant to the preceding sentence shall
not be permitted unless you make a proper and timely election under 83(b) of
the Code, covering the aggregate number of shares of Common Stock acquired
upon such exercise with respect to which such determination is otherwise
deferred, to accelerate the determination of such tax withholding obligation
to the date of exercise of your option. Notwithstanding the filing of such
election, shares of Common Stock shall be withheld solely from fully vested
shares of Common Stock determined as of the date of exercise of your option
that are otherwise issuable to you upon such exercise. Any adverse
consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.

(c) You may not exercise your option unless the tax withholding obligations
of the Company and/or any Affiliate are satisfied. Accordingly, you may not
be able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.

12. Notices. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by mail by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.

13. Governing Plan Document. Your option is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan.
In the event of any conflict between the provisions of your option and those
of the Plan, the provisions of the Plan shall control.

CARDIGANT MEDICAL INC.

OPTION HOLDER

By:

Print Name
Title:

Date:

Signature
CARDIGANT MEDICAL INC.
Stock Option Grant Notice
2010 Stock Option Plan

Cardigant Medical Inc. (the "Company"), pursuant to its 2010 Stock Option
Plan (the "Plan"), hereby grants to Optionholder an option to purchase the
number of shares of the Company's Common Stock set forth below. This option
is subject to all of the terms and conditions as set forth herein and in the
Stock Option Agreement, the Plan and the Notice of Exercise, all of which are
attached hereto and incorporated herein in their entirety. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Plan or
the Stock Option Agreement.

Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Option

Exercise Price (Per Share):

Total Exercise Price:

Expiration Date:

Type of option grant(check one):
Incentive    Nonstatutory

Exercise Schedule:
Same as Vesting Schedule

Vesting Schedule
If this is an Incentive Stock Option, it (plus other outstanding Incentive
Stock Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over $100,000
is a Nonstatutory Stock Option.


Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Stock Option Grant Notice,
the Stock Option Agreement and the Plan. Optionholder further acknowledges
that as of the Date of Grant, this Stock Option Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Optionholder
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of
(i) options previously granted and delivered to Optionholder under the Plan,
and (ii) the following agreements only:

Optioholder:

CARDIGANT MEDICAL INC.

By:

(Print Name)

Title:

Address

Date:

SignatureNOTICE OF EXERCISE

CARDIGANT MEDICAL INC.
1500 Rosecrans Ave, St 500
Manhattan Beach, CA 90266

Date of Exercise: ____________________

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.

Type of option (check one):

Incentive       Nonstatutory

Stock option grant date:

Number of shares as to which option is exercised:

Certificates to be issued in name of:

Exercise price per share:

Total exercise price:

Payment delivered herewith:

Form of payment (check one):

Cash or check

(Bank draft or money order payable to the Company)

Pursuant to a Regulation T Program (cashless exercise) if the shares are
publicly traded

Delivery of already-owned shares if the Shares are publicly tradedBy this
exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the Cardigant Medical Incs 2010 Stock
Option Plan, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the date
of any disposition of any of the shares of Common Stock issued upon exercise
of this option that occurs within two (2) years after the date of grant of
this option or within one (1) year after such shares of Common Stock are
issued upon exercise of this option.

Submitted By:

Accepted By:

CARDIGANT MEDICAL INC.

By:

(Print Name)

Title:
Signature

Date