2012 Equity Incentive Plan Form of Incentive Stock Option Grant Notice

(b)   In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise specified herein, terms used in this Option Agreement shall have the same meanings attributable thereto in the Plan, or if not defined therein, in Optionee's Service Agreement. The term "Service Agreement" shall mean the employment agreement, consulting agreement or other arrangement pursuant to which Optionee renders Continuous Service to the Company (or its Affiliate) in his or her capacity as an employee, consultant or director.

(c)   If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that this Option exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option.

3.          Optionee's Representations. Optionee has delivered to the Company a Subscription Agreement in the form attached hereto as Exhibit B. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit C.

4.           Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. This restriction shall be superseded by any broader market standoff restriction contained within any applicable agreement that may be executed by Optionee and the Company (see Section 6 below). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

5.           Method of Payment. Optionee, at its election, shall pay the aggregate Exercise Price by any of the following methods, or a combination thereof:

(a) cash or check;

(b) consideration received by the Company under any cashless exercise program that may be adopted by the Company pursuant to the Plan; or

6.          Restrictions on Exercise. This Option may not be exercised (i) until such time as the Plan has been approved by the shareholders of the Company, or (ii) if the issuance of such Shares upon such exercise or the method of payment for such Shares would constitute a violation of any applicable law. The Shares of Common Stock that will be issued to the Optionee upon valid exercise of the Option may be subject to certain restrictions contained in shareholder agreements, including the Company's Right of First Refusal and Co-Sale Agreement, the Company's Investors' Rights Agreement, and the Company's Voting Agreement (the "Shareholder Agreements"). If the  Shares are subject to one of more ofsuch agreements, a copy thereof will be provided to Optionee herewith, and Optionee will be required to consent to and adopt each of such agreements effective as of the Date of Grant. The Optionee will also be required to execute and deliver to the Company a counterpart of that certain Early Exercise Unvested Stock Repurchase Agreement, a form of which is attached hereto as Exhibit D, in connection with any permissible early exercise of this Option, if allowed by the Company. Notwithstanding the foregoing, the Shares shall not be deemed issued until certificates evidencing same have been issued to Optionee (or its representative or the Escrow Holder, if applicable) by the Company.

7.           Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution, and may be exercised during the Optionee's lifetime only by Optionee. Subject to the foregoing restriction, the terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8.           Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

9.          Entire Agreement. The Plan, this Option Agreement (with its exhibits), the Service Agreement, and the Shareholder Agreements, as applicable, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified except as permitted in the Plan or by means of a writing signed by the Company and Optionee. Optionee has not relied upon any representations or promises by the Company or its representatives in entering into this Option Agreement, the Service Agreement, or the Shareholder Agreements, except as may be expressly contained in such documents.

11.        No Guarantee of Continued Service. OPTIONEE AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE SET FORTH ABOVE IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES BY EARLY EXERCISE). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER DURING THE OPTION TERM, AND SHALL NOT LIMIT IN ANY WAY OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT (IN ACCORDANCE WITH OPTIONEE'S SERVICE AGREEMENT) TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER.

___ C. If allowed by the Plan Administrator, but not otherwise, Optionee is tendering certificates covering _________________ shares of the Common Stock of the Company, satisfying the market value and holding requirements of the Option Agreement, endorsed in blank and accompanied by stock powers acceptable to the Administrator. In such event Optionee represents that the shares so tendered are owned by Optionee, free and clear of any liens, claims, restrictions or other encumbrances in favor of any third party, as Optionee's separate or sole management community property, and the payment shall not be deemed made hereunder until the Company has had an opportunity (without waiving any continuing rights based on this representation, however) to confirm such representation to the best of its knowledge.

___ D. If allowed by the Administrator, but not otherwise, Optionee is making payment pursuant to a cashless exercise program adopted pursuant to the Plan.

(a)     Legends. Optionee understands and agrees that the Company shall cause certain restrictive legends to be placed upon any certificates evidencing ownership of the Shares to reflect restrictions applicable to the Shares, including those arising under the Amended and Restated Certificate of Incorporation, the Shareholder Agreements, as applicable, the Early Exercise Unvested Stock Repurchase Agreement, or applicable state and federal securities laws.

(b)     Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with restrictions applicable to the Shares, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

1.       General Statement. The undersigned Subscriber is the recipient of stock options (the "Options") issued pursuant to the Lumos Pharma, Inc. 2012 Equity Incentive Plan (the "Plan"), which upon exercise in accordance with their terms and tender of the purchase price required thereunder will entitle Subscriber to receive shares (the "Shares") of the Common Stock of Lumos Pharma, Inc., a Delaware corporation (the "Company").

2.        Representations and Warranties of the Undersigned. In consideration for the Options, Subscriber represents, warrants and acknowledges to the Company as follows:

(e)     Subscriber understands that the Company is a start-up business, has not yet secured investor funding for the development of its nascent technology, does not have current operations or ongoing clinical studies, and has no present sales or other sources of revenue. Subscriber has been providing services to the Company and is familiar with its present circumstances.

(f)      Subscriber understands that the Company has not obtained an opinion of tax counsel nor will it apply for a ruling from the Internal Revenue Service as to any of the tax consequences of an investment in the Shares. If Subscriber exercises the Options, Subscriber will be doing so with the objective of realizing an economic profit on his/her investment without regard to any federal income tax benefits that may be available by reason of the exercise of the Options;

(g)      Subscriber understands that the Company may hereafter issue additional capital stock that may have the effect of diluting the Shares, and that may possess privileges and preferences that Subscriber's Shares do not enjoy, and that Subscriber will not have preemptive rights to acquire shares of such future issuances;

(h)      Subscriber understands that the Options are being issued to Subscriber in partial consideration of his/her services and future services to the Company and that they are subject to a vesting schedule and future conditions of service, and some or all of the Options (or the Shares) may be forfeited to or repurchased by the Company if Subscriber's Continuous Service is terminated.

3.        Possible S Corporation Status. In the event that the Company hereafter chooses to elect under Section 1362 of the Internal Revenue Code to be treated as a small business corporation, Subscriber agrees to consent to such election.

4.        Restrictions and Limitations on Shares. Subscriber acknowledges that the following restrictions are applicable to Subscriber's purchase, and to his/her sale, transfer, hypothecation, or other encumbrance of the Shares:

(a)      Subscriber is contemporaneously executing a Stock Option Agreement, and confirms that s/he has received and read a copy of such agreement, and confirms that the Options and any Shares acquired by him/her pursuant to the Options will be bound by the terms of such Agreement;

(b)      the Options (and the Shares issued upon exercise thereof) are not, and Subscriber has no right to require that they be, registered under any applicable federal or state securities laws, and Subscriber agrees that the Shares shall not be sold, pledged, hypothecated, or otherwise transferred unless either (i) the Shares are registered under applicable federal and state securities laws, or (ii) the sale, pledge, hypothecation, or other transfer of the Shares is exempt from such registration;

(c)      Subscriber acknowledges that s/he may be responsible for (i) compliance with conditions on transfer imposed by any securities laws, regulations or rulings, and (ii) certain expenses incurred by the Company for legal or accounting services in connection with reviewing or effecting a proposed transfer of the Shares;

(e)      Subscriber may contemporaneously be adopting the Company's Voting Stock Agreement, the Company's Right of First Refusal and Co-Sale Agreement and/or the Company's Investors' Rights Agreement (the "Shareholder Agreements"), if applicable, and confirms that if s/he is adopting such agreement, s/he has received and read a copy of such agreement(s), and confirms that the Options and any Shares acquired by him/her pursuant to the Options will be bound by the terms of such agreement(s); and

(f)       legends will be placed on any certificate(s) or other document(s) evidencing the Shares reflecting the restrictions on transfer under applicable agreements and securities laws.

5.        Power of Attorney. Subscriber hereby irrevocably constitutes and appoints the Chief Executive Officer and any Vice President of the Company with full power of substitution, as his/her agent and attorney-in-fact, in his/her name, place and stead, to make, execute, acknowledge, swear to, file, record, and deliver any and all instruments that may be required to (i) confirm his/her status as a shareholder of the Company (upon exercise of the Options), (ii) comply with applicable law, or (iii) correct any omission, inaccuracy, or error. Subscriber intends that the foregoing power of attorney is coupled with an interest and such grant shall be irrevocable. This power of attorney shall survive the bankruptcy or incapacity of the undersigned, or the transfer of all or any part of his/her interest in the Company. Any person dealing with the Company may conclusively rely upon the fact that any instrument executed pursuant to this power by such attorney-in-fact is authorized and binding, without further inquiry.

(a)       This Subscription shall be construed in accordance with and governed by Delaware law (without regard to its conflicts of law rules).

(b)      This Subscription (together with the terms of the Plan, the Option, the Stock Option Agreement, including its exhibits, the Shareholder Buy-Sell Agreement, if any, and the Shareholder Agreements, as applicable, constitutes the entire agreement between the parties to such instruments with respect to the subject matter thereof and may be amended only by a writing executed by the parties hereto and any parties having a right to approve such amendment by reason of such other documents referred to herein.

(c)      This Subscription and the representations and warranties contained herein and in the Options shall be binding upon Subscriber, and his/her heirs, executors, legal representatives, administrators, successors, and assigns. This Subscription shall survive Subscriber's death or incapacity.

(d)      If any provision of this Subscription shall be held by a court of competent jurisdiction to be invalid or unenforceable, such invalid provision shall be reformed to the minimum extent necessary to render it valid and otherwise, such invalid or unenforceable provision shall be deemed severable and all other provisions of this Subscription shall continue to be enforceable to the fullest extent of the law, unless elimination of the invalid or unenforceable provision destroys the mutual benefits and objectives of this Agreement, in which event this Subscription and the rights acquired hereunder shall be null and void.

(e)      Subscriber agrees to promptly execute any documents requested by the Chief Executive Officer of the Company that may be necessary to implement this Agreement or to correct any inaccuracies or errors contained herein or in the documents referred to in subsection 6(b) above.

1.          Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

2.          Optionee acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, pending an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

3.          Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

1.        Vesting Schedule. The Vesting Schedule in the Option Agreement (the "Vesting Schedule") shall continue to apply to all of the Unvested Shares to the same extent that it applied to the Option.

(a)      In the event Purchaser ceases to be a Service Provider (a "Termination of Service") before all Unvested Shares have vested, the Company and/or its designees (collectively, the "Option Holder") shall have an irrevocable option (the "Repurchase Option") for a period of ninety (90) days after the Termination of Service to exercise this option to repurchase up to all of the Unvested Shares (as of the date of such Termination of Service) at the original price per share paid by Purchaser multiplied by the number of Shares thus repurchased (the "Repurchase Price"). The Option Holder shall exercise the Repurchase Option by (i) delivering written notice of exercise to Purchaser (or Purchaser's legal representative) and to the Escrow Agent in accordance with the Joint Escrow Instructions attached as Exhibit 2, and (ii) at the closing set by the Escrow Agent, at Company's option, (A) by delivering to Purchaser (or Purchaser's legal representative) a check in the full amount of the Repurchase Price, or (B) by canceling an amount of Purchaser's indebtedness to the Company equal to the Repurchase Price, or (C) by a combination of (A) and (B), so that the combined payment and cancellation of indebtedness equals the Repurchase Price. Upon closing and the payment of the Repurchase Price, the Option Holder(s) shall become the legal and beneficial owner(s) of the Unvested Shares being repurchased, and Purchaser shall take all actions requested by the Company and the Escrow Agent to consummate the transfer to the Option Holder(s).

4.        Restriction on Transfer. Except as provided in this Agreement, neither the Unvested Shares nor any interest therein shall be transferred, encumbered or otherwise disposed of by Purchaser, other than by will or the laws of descent and distribution. Upon vesting, Vested Shares may be subject to the restrictions contained in the Company's Voting Agreement, Right of First Refusal and Co-Sale Agreement, and the Company's Investors' Rights Agreement (the "Shareholder Agreements"), as applicable. The provisions of this Section and Section 2 of this Agreement shall take precedence in the event of any inconsistency with any applicable Shareholder Agreement as to the repurchase of Unvested Shares. Purchaser may not assign its rights or delegate its obligations hereunder without the Company's prior written consent. In the event the restrictions in this Section 4 are violated by Purchaser the Unvested Shares shall be subject to repurchase by the Company (or its designees) for the Repurchase Price determined in accordance with Section 2(a) above, and such right of repurchase may be exercised at any time within ninety (90) days after the Company, through its senior corporate officers, learns of such violation.

5.       Assignment by the Company. The rights of the Company under this Agreement shall be transferable to one or more persons or entities, and all rights and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns.

(a)      To ensure the availability for delivery of the Unvested Shares upon repurchase pursuant to the Repurchase Option, Purchaser hereby directs the Company to deliver to and deposit with the Company's Secretary or another escrow agent designated by the Company (the "Escrow Agent") all share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, in the form attached hereto as Exhibit I. The Unvested Shares and stock assignment shall be held by the Escrow Agent pursuant to the Joint Escrow Instructions executed by the Company and Purchaser in the form attached hereto as Exhibit 2.

(b)      If one or more Option Holder(s) exercises the Repurchase Option, the Escrow Agent, upon receipt of written notice of such exercise from the Option Holders, shall take all steps contemplated by the Joint Escrow Instructions to accomplish the transfer of the Shares, and upon closing shall promptly cause certificate(s) to be issued for the Shares thus repurchased and shall deliver such certificates to the Option Holders in accordance with their respective rights.

(c)      If the Repurchase Option expires unexercised or a portion of the Shares is otherwise released from the Repurchase Option, the Escrow Agent shall upon written request and reasonable confirmation, cause a new certificate to be issued for the released Shares and shall deliver the certificate to Purchaser as contemplated by Section 3 above.

(d)      If, during the term of the Repurchase Option, there is (i) any stock dividend, stock split, stock combination, or other capital adjustment in the Shares (a "Capital Adjustment"), or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company (a "Major Transaction"), all new, substituted or additional (or lesser) securities to which Purchaser thereby becomes entitled by reason of Purchaser's ownership of the Unvested Shares shall be immediately subject to the escrow, deposited with the Escrow Agent and included thereafter as "Shares" for purposes of this Agreement and the Repurchase Option. Pending exercise of the Repurchase Option, Purchaser shall enjoy the voting and dividend rights of a shareholder as to the Shares subject to the Repurchase Option and any restrictions applicable thereto.

7.       Capital Adjustments. All references to the number of Shares and the Repurchase Price per share of the Unvested Shares shall be appropriately adjusted to reflect any Capital Adjustment or Major Transaction which may occur after the date of this Agreement, provided that (i) the aggregate Repurchase Price for all Unvested Shares then subject to the Repurchase Option shall not thereby be increased and (ii) the terms of the Plan shall govern the parties' rights in the event of a Major Transaction, as applicable.

8.        Legends. In addition to any other legends prescribed by agreement or applicable securities laws, the share certificate(s) evidencing the Unvested Shares, if any, issued hereunder shall be endorsed with the following legend:

9.      Tax Consequences. Purchaser has reviewed with Purchaser's own tax advisor, all tax consequences of Purchaser's investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisor and not on any statements or representations of the Company or any of its agents. Purchaser understands that Purchaser (and not the Company) shall be responsible for Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. Among other things, depending on the type of Option, income taxes may be imposed upon the exercise of the Option or the disposition of Shares acquired pursuant thereto. Section 83 (b) of the Code may afford Purchaser the right to file an election with the Internal Revenue Service that can, if timely filed, and under certain circumstances, minimize the amount of income taxes due by accelerating the date on which the income taxes would otherwise come due. However, there are strict time limitations (typically thirty days after the exercise of the Option) within which such an election must be filed, and a copy of the 83(b) election must also be filed with Purchaser's tax return for the calendar year in which the election was made. Purchaser has been advised to immediately obtain tax guidance from a qualified tax advisor as the responsibility for timely filing the 83(b) election is solely that of Purchaser. The Company assumes no obligation to provide tax advice.

(c)     No Guarantee of Continued Service. OPTIONEE AGREES THAT EXCEPT AS PROVIDED IN THE OPTION AGREEMENT OR THE PLAN, THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES BY EARLY EXERCISE). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER DURING THE VESTING SCHEDULE, AND SHALL NOT LIMIT IN ANY WAY OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT (IN ACCORDANCE WITH OPTIONEE'S SERVICE AGREEMENT) TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER.

(d)      Review of Documents and Voluntary Consent. Optionee has been afforded an opportunity to read this Agreement and to obtain the advice of counsel prior to executing this Agreement and is signing same voluntarily and with a full understanding of the terms hereof.

(e)      Notices. Any notice required or permitted to be given by either the Company or Purchaser pursuant to this Agreement shall be in writing and shall be deemed given when delivered personally or three days after posting certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient, if to Purchaser, at its last known address reflected in the stock records of the Corporation; if to the Company, at its principal office, directed to the attention of its Chief Executive Officer; and if to the Escrow Agent, to the most current address that it furnishes to the parties.

(g)       Further Assurances. Purchaser shall, upon request, execute such further documents as may be necessary or desirable to effectuate the purposes of this Agreement.

(h)       Remedies. This Agreement may be enforced in equity without waiving any legal remedies for its breach.

(i)       Effect. This Agreement shall bind and inure to the benefit of the parties' respective legal representatives, heirs, successors, and permitted assigns.