EX-10.31





 Exhibit 10.31 

ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN 

NOTICE OF STOCK OPTION AWARD 
  

					
	 Grantee’s Name and Address:
	 	  
	  	
			
		 	  
	  	
			
		 	  
	  	

 You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to the terms and
conditions of this Notice of Stock Option Award (the “Notice”), the Adicet Bio, Inc. 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), the Adicet Bio, Inc. Israeli
Sub-Plan to the Plan (the “Israeli Sub-Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as
follows. Unless otherwise defined herein, the terms defined in the Plan or in the Israeli Sub-Plan, as the case may be, shall have the same defined meanings in this Notice. 

 

					
	 Award Number
	 	  
	  	
			
	 Date of Award
	 	  
	  	
			
	 Vesting Commencement Date
	 	  
	  	
			
	 Exercise Price per Share
	 	$                                      
                                         
         	  	
			
	 Total Number of Shares Subject to the Option (the “Shares”)
	 	  
	  	
			
	 Total Exercise Price
	 	$                                      
                                         
         	  	
		
	 Tax Route:
	 	                                    
      Section 3(i) of the Ordinance
			
	 Expiration Date:
	 	  
	  	
			
	 Post-Termination Exercise Period:
	 	Three (3) Months	  	

 Vesting Schedule: 

Subject to the Grantee’s Continuous Service and the other limitations set forth in this Notice, the Plan and the Option Agreement, the
Option may be exercised, in whole or in part, in accordance with the following schedule: 
 [25% of the Shares subject to the Option shall
vest twelve (12) months after the Vesting Commencement Date, and 1/36th of the remaining unvested Shares subject to the Option shall vest on each of the next
thirty-six (36) monthly anniversaries of the Vesting Commencement Date thereafter.]1 

 
  

	1 	 Insert for new-hire grants. 



  
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 [1/48th of the Shares subject to the Option shall vest on each monthly anniversary of the
Vesting Commencement Date.]2 
 During any authorized leave of absence, the vesting
of the Shares shall be suspended after the leave of absence exceeds a period of three (3) months. Vesting of the Shares shall resume upon the Grantee’s termination of the leave of absence and return to Continuous Service. The Vesting
Schedule of the Shares shall be extended by the length of the suspension. 
 In the event of termination of the Grantee’s Continuous
Service for Cause, the Grantee’s right to exercise the Option shall terminate concurrently with the termination of the Grantee’s Continuous Service, except as otherwise determined by the Administrator. 

[Remainder of Page Left Intentionally Blank] 
  

 

	2 	 Insert for refresh grants. 



  
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 IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Option is to be governed by the terms and conditions of this Notice, the Plan, the Israeli Sub-Plan and the Option Agreement. 

 

			
	ADICET BIO, INC.,
	a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Remainder of Page Left Intentionally Blank] 

  
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 THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING
THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE
PLAN (INCLUDING THE ISRAELI SUB-PLAN) SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE
GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 
 The Grantee acknowledges receipt of a
copy of the Plan, the Israeli Sub-Plan, the trust agreement between the Company and the Trustee (the “Trust Agreement”), the Option Agreement, and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, the Israeli Sub-Plan and the
Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan, the Israeli Sub-Plan
and the Option Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Option Agreement shall be resolved by the Administrator in accordance with Section 18 of the
Option Agreement. The Grantee further agrees to the venue selection in accordance with Section 19 of the Option Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. 

Grantee represents that Grantee is a resident of the State of Israel for tax purposes on the date of allocation and agrees to notify the Company upon any
change in the residence address indicated above and acknowledges that if Grantee ceases to be an Israeli resident or if Grantee’s engagement with the Company is terminated, the Option and/or Shares shall remain subject to Section 3(i) of
the Ordinance, the Trust Agreement, the Plan, the Israeli Sub-Plan and this Option Agreement. 
 Grantee declares
that she/he is familiar with Section 3(i) of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the applicable tax route, and agrees to comply with such provisions, as amended
from time to time. The Grantee authorizes the Company to provide the trustee with any information required for the purpose of executing its obligations under the Ordinance, including without limitation information about the Option and the Shares,
income tax rates, salary bank account, contact details and identification number. The Grantee warrants and undertakes that at the time of grant of the Option herein, or as a consequence of the grant, the Grantee is not and will not become a holder
of a “controlling interest” in the Company, as such term is defined in Section 32(9) of the Ordinance. 

  
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	Dated:                     	 		 	Signed:	 	
                     
                                        


		 		 		 	Grantee


  
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 Award Number:
                     

ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN 

STOCK OPTION AWARD AGREEMENT 

1.    Grant of Option. Adicet Bio, Inc., a Delaware corporation (the “Company”), hereby grants to
the Grantee (the “Grantee”) named in the Notice of Stock Option Award (the “Notice”), an option (the “Option”) to purchase the Total Number of Shares of Common Stock subject to the Option (the
“Shares”) set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this Stock Option Award Agreement (the
“Option Agreement”) and the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Adicet Bio, Inc. Israeli Sub-Plan to the Plan
(the “Israeli Sub-Plan”), which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan and/or in the Israeli Sub-Plan, as the case may be, shall have the same defined meanings in this Option Agreement. 
 Your
Option shall be issued to a trustee. The trustee will hold in trust the Options, the Shares and all other securities received following any exercise or realization of rights, including bonus stock, dividend (whether in cash or in kind), or other
rights issued or distributed in connection with the Option or the Shares, until the full payment of all requisite taxes by you, as shall be determined by the Company and the trustee in their sole discretion. 

2.    Exercise of Option. 

(a)    Right to Exercise. The Option shall be exercisable during its term in accordance with the Vesting Schedule
set out in the Notice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan relating to the exercisability or termination of the Option in the event of
a Corporate Transaction. The Grantee shall be subject to reasonable limitations on the number of requested exercises during any monthly or weekly period as determined by the Administrator. In no event shall the Company issue fractional Shares. 

(b)    Method of Exercise. The Option shall be exercisable by delivery of an exercise notice (a form of which is
attached as Exhibit A) or by such other procedure as specified from time to time by the Administrator which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, and
such other provisions as may be required by the Administrator. The exercise notice shall be delivered in person, by certified mail, or by such other method (including electronic transmission) as determined from time to time by the Administrator to
the Company accompanied by payment of the Exercise Price and all applicable income and employment taxes required to be withheld. The Option shall be deemed to be exercised upon receipt by the Company of such notice accompanied by the Exercise Price
and all applicable withholding taxes, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(d) below to the extent such procedure
is available to the Grantee at the time of exercise and such an exercise would not violate any Applicable Law. 

  
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 (c)    Taxes. Subject to the approval of the Israeli Sub-Plan by the ITA, you shall be taxed in Israel in accordance with the provisions under Section 3(i) of the Ordinance, including the provisions the regulations and any tax ruling or agreement obtained by the
Company with regard to the Plan. No Shares will be delivered to the Grantee or other person pursuant to the exercise of the Option until the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including, without limitation, such other tax obligations of the Grantee incident to the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer may
offset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee) or collect from the Grantee or other person an amount sufficient to satisfy such tax withholding obligations. Furthermore, in the event of any
determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the Option, the Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not the Grantee is an employee of the Company at that time. 

3.    Grantee’s Representations. The Grantee understands that neither the Option nor the Shares exercisable
pursuant to the Option have been registered under the Securities Act of 1933, as amended or any United States securities laws. In the event the Shares purchasable pursuant to the exercise of the Option have not been registered under the Securities
Act of 1933, as amended, at the time the Option is exercised, the Grantee shall, if requested by the Company, concurrently with the exercise of all or any portion of the Option, deliver to the Company his or her Investment Representation Statement
in the form attached hereto as Exhibit B. 
 4.    Method of Payment. Payment of the Exercise Price shall
be made by any of the following, or a combination thereof, at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable Law (including the Ordinance) and, provided further, that the portion of the
Exercise Price equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law: 

(a)    cash; 

(b)    check; 

(c)    if the exercise occurs on or after the Registration Date, surrender of Shares held for the requisite period, if
any, necessary to avoid a charge to the Company’s earnings for financial reporting purposes, or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the
date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised; or 

(d)    if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (i) shall provide written instructions to a Company-designated brokerage firm to effect the immediate sale of 

  
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some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (ii) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 

5.    Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws. In addition, the Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, and the Israeli Sub-Plan has been approved by the ITA. If the exercise of the Option within the applicable time periods set forth in Sections 6, 7 and 8 of this Option Agreement is prevented by the provisions of this
Section 5, the Option shall remain exercisable until one (1) month after the date the Grantee is notified by the Company that the Option is exercisable, but in any event no later than the Expiration Date set forth in the Notice. 

6.    Termination or Change of Continuous Service. In the event the Grantee’s Continuous Service terminates,
other than for Cause, the Grantee may, but only during the Post-Termination Exercise Period, exercise the portion of the Option that was vested at the date of such termination (the “Termination Date”). The Post-Termination
Exercise Period shall commence on the Termination Date. In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s right to exercise the Option shall, except as otherwise determined by the Administrator,
terminate concurrently with the termination of the Grantee’s Continuous Service (also the “Termination Date”). In no event, however, shall the Option be exercised later than the Expiration Date set forth in the Notice. In the
event of the Grantee’s change in status from Employee, Director or Consultant to any other status of Employee, Director or Consultant, the Option shall remain in effect and the Option shall continue to vest in accordance with the Vesting
Schedule set forth in the Notice; provided, however, that the Option may be subject to a different tax route, following such change in status. Except as provided in Sections 7 and 8 below, to the extent that the Option was unvested on the
Termination Date, or if the Grantee does not exercise the vested portion of the Option within the Post-Termination Exercise Period, the Option shall terminate. 

7.    Disability of Grantee. In the event the Grantee’s Continuous Service terminates as a result of his or
her Disability, the Grantee may, but only within twelve (12) months commencing on the Termination Date (but in no event later than the Expiration Date), exercise the portion of the Option that was vested on the Termination Date. To the extent
that the Option was unvested on the Termination Date, or if the Grantee does not exercise the vested portion of the Option within the time specified herein, the Option shall terminate. Section 22(e)(3) of the Code provides that an individual is
permanently and totally disabled if he or she is unable 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 which has lasted or can be
expected to last for a continuous period of not less than twelve (12) months. 
 8.    Death of Grantee. In
the event of the termination of the Grantee’s Continuous Service as a result of his or her death, or in the event of the Grantee’s death during the Post-Termination Exercise Period or during the twelve (12) month period following the
Grantee’s termination of Continuous Service as a result of his or her Disability, the person who acquired the right to exercise the Option pursuant to Section 9 may exercise the portion of the Option that


  
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was vested at the date of termination within twelve (12) months commencing on the date of death (but in no event later than the Expiration Date). To the extent that the Option was unvested
on the date of death, or if the vested portion of the Option is not exercised within the time specified herein, the Option shall terminate. 

9.    Transferability of Option. Prior to the payment of the tax applicable under law, including under
Section 3(i) of the Ordinance (the “Applicable Tax”), the Options and/or the Shares or rights arising therefrom shall not be transferable or assignable, shall not be subject to any mortgage, liens, attachment or other
encumbrance, and no power or attorney or note of transfer shall be issued in respect thereof, whether such instrument enter into force immediately or at future date, excluding transfer by power of a last will or under law and all subject to the
terms of the Plan and the Israeli Sub-Plan. Should the Options or Shares have been transferred pursuant to the provisions of a last testamentary instrument or under applicable law, Section 3(i) of the
Ordinance shall apply to the heirs or transferees of the deceased Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Option in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator. Following the death of the Grantee, the Option, to the extent provided in Section 8, may be exercised (a) by the person or persons designated under the deceased Grantee’s beneficiary
designation or (b) in the absence of an effectively designated beneficiary, by the Grantee’s legal representative or by any person empowered to do so under the deceased Grantee’s will or under the then applicable laws of descent and
distribution. Notwithstanding the foregoing, no Option may be transferred in violation of Applicable Law, including any applicable securities exemption. The terms of the Option shall be binding upon the executors, administrators, heirs, successors
and transferees of the Grantee. 
 10.    Term of Option. The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise provided herein. After the Expiration Date or such earlier date, the Option shall be of no further force or effect and may not be exercised. 

11.    Company’s Right of First Refusal. The Grantee acknowledges and agrees that the Shares are subject to a
right of first refusal (“Right of First Refusal”) as set forth in the Bylaws of the Company, which Right of First Refusal is incorporated herein by reference irrespective of whether the Bylaws are amended at some future date to
remove the Right of First Refusal therefrom, and that, except in compliance with such Right of First Refusal, neither the Grantee nor a transferee (either being sometimes referred to herein as the “Holder”) shall sell, hypothecate,
encumber or otherwise transfer any Shares or any right or interest therein. 
 12.    Stop-Transfer Notices. In
order to ensure compliance with the restrictions on transfer set forth in this Option Agreement, the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records. 

13.    Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Option Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such
Shares shall have been so transferred. 

  
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 14.    Tax Consequences. 

(a)    The Grantee may incur tax liability as a result of the Grantee’s purchase or disposition of the Shares. THE
GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 
 (b)    Notwithstanding
the Company’s good faith determination of the Fair Market Value of the Company’s Common Stock for purposes of determining the Exercise Price Per Share of the Option as set forth in the Notice, the taxing authorities may assert that the
Fair Market Value of the Common Stock on the Date of Award was greater than the Exercise Price Per Share. Under Section 409A of the Code, if the Exercise Price Per Share of the Option is less than the Fair Market Value of the Common Stock on
the Date of Award, the Option may be treated as a form of deferred compensation and the Grantee, if a U.S. taxpayer, may be subject to an acceleration of income recognition, an additional 20% tax, plus interest and possible penalties. The Company
makes no representation that the Option will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Option or to mitigate its effects on any deferrals or payments made in
respect of the Option. The Grantee, if a U.S. taxpayer, is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code. 

15.    Lock-Up Agreement. 

(a)    Agreement. The Grantee, if requested by the Company and the lead underwriter of any public offering of the
Common Stock (the “Lead Underwriter”), hereby irrevocably agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or
dispose of any interest in any Common Stock or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public
market after such offering) during the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, or such shorter or longer
period of time as the Lead Underwriter shall specify. The Grantee further agrees to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agrees that the Company may impose stop-transfer instructions with
respect to such Common Stock subject to the lock-up period until the end of such period. The Company and the Grantee acknowledge that each Lead Underwriter of a public offering of the Company’s stock,
during the period of such offering and for the lock-up period thereafter, is an intended beneficiary of this Section 15. 

(b)    No Amendment Without Consent of Underwriter. During the period from identification of a Lead Underwriter in
connection with any public offering of the Company’s Common Stock until the earlier of (i) the expiration of the lock-up period specified in Section 15(a) in connection with such offering or
(ii) the abandonment of such offering by the Company and the Lead Underwriter, the provisions of this Section 15 may not be amended or waived except with the consent of the Lead Underwriter. 

  
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 16.    Entire Agreement: Governing Law. The Notice, the Plan, the
Israeli Sub-Plan and this Option Agreement 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 the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan, the Israeli Sub-Plan and this Option Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this Option Agreement are to be
construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of
the State of California to the rights and duties of the parties. The Israeli Sub-Plan is to be construed in accordance with and governed by the internal laws of the State of Israel, in all tax related
matters. Should any provision of the Notice, the Plan, the Israeli Sub-Plan or this Option Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall remain enforceable. 

17.    Construction. The captions used in the Notice and this Option Agreement are inserted for convenience and
shall not be deemed a part of the Option for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise. 
 18.    Administration and
Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan, the Israeli Sub-Plan or this Option Agreement shall be submitted by the Grantee or by the
Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 

19.    Venue. The Company, the Grantee, and the Grantee’s assignees pursuant to Section 9 (the
“parties”) agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the United States District Court for the Northern District of California (or
should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Francisco) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 19 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. Notwithstanding, any suit, action, or proceeding arising out of or
relating directly and specifically to the Israeli Sub-Plan shall be brought in the competent Israeli District Court and that the parties shall submit to the jurisdiction of such court. 

20.    Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage
and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 

  
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 21.    Confidentiality. To the extent required by Applicable Law,
the Company shall provide to the Grantee, during the period the Option is outstanding, copies of financial statements of the Company at least annually. The Grantee understands and agrees that such financial statements are confidential and shall not
be disclosed by the Grantee, to any entity or person, for any reason, at any time, without the prior written consent of the Company, unless required by law. If disclosure of such financial statements is required by law, whether through subpoena,
request for production, deposition, or otherwise, the Grantee promptly shall provide written notice to Company, including copies of the subpoena, request for production, deposition, or otherwise, within five (5) business days of their receipt
by the Grantee and prior to any disclosure so as to provide Company an opportunity to move to quash or otherwise to oppose the disclosure. Notwithstanding the foregoing, the Grantee may disclose the terms of such financial statements to his or her
spouse or domestic partner, and for legitimate business reasons, to legal, financial, and tax advisors. 
 END OF AGREEMENT 

  
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 EXHIBIT A 

ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN 

EXERCISE NOTICE 
 [COMPANY ADDRESS]

 Attention: Secretary 

1.    Effective as of today,
                    , the undersigned (the “Grantee”) hereby elects to exercise the Grantee’s option to purchase
                     shares of the Common Stock (the “Shares”) of Adicet Bio, Inc., (the “Company”) under and
pursuant to the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), the Adicet Bio, Inc. Israeli Sub-Plan to the Plan (the “Israeli Sub-Plan”) and the Stock Option Award Agreement (the “Option Agreement”) and Notice of Stock Option Award (the “Notice”) dated
                    . Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Exercise Notice.

 2.    Representations of the Grantee. The Grantee acknowledges that the Grantee has received, read and
understood the Notice, the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

3.    Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of
the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 10 of the Plan. 
 The Grantee shall enjoy rights as a stockholder until such time as the
Grantee disposes of the Shares or the Company and/or its assignee(s) exercises the Right of First Refusal. Upon such exercise, the Grantee shall have no further rights as a holder of the Shares so purchased except the right to receive payment for
the Shares so purchased in accordance with the provisions of the Option Agreement, and the Grantee shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation. 

4.    Delivery of Payment. The Grantee herewith delivers to the Company the full Exercise Price for the Shares,
which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(d) of the Option Agreement. 

5.    Tax Consultation. The Grantee understands that the Grantee may suffer adverse tax consequences as a result of
the Grantee’s purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the purchase or disposition of the Shares and that the Grantee is
not relying on the Company for any tax advice. 

  
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 6.    Taxes. The Grantee agrees to satisfy all applicable
federal, state and local income and employment tax withholding obligations and herewith delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations. Restrictive
Legends. The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 

7.    Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon the Grantee and his or her heirs,
executors, administrators, successors and assigns. 
 8.    Construction. The captions used in this Exercise
Notice are inserted for convenience and shall not be deemed a part of this agreement for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 

9.    Administration and Interpretation. The Grantee hereby agrees that any question or dispute regarding the
administration or interpretation of this Exercise Notice shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 

  
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 10.    Governing Law; Severability. This Exercise Notice is to be
construed in accordance with and governed by the Applicable Laws. Should any provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and
the other provisions shall nevertheless remain effective and shall remain enforceable. 
 11.    Notices. Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United
States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in
writing from time to time to the other party. 
 12.    Further Instruments. The parties agree to execute such
further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this agreement. 

13.    Entire Agreement. The Notice, the Plan and the Option Agreement are incorporated herein by reference and
together with this Exercise Notice 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 the Grantee with respect to the
subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. 
 [Remainder of Page Left
Intentionally Blank] 
  

									
	Submitted by:	 	    	 	Accepted by:
			
	GRANTEE:	 		 	ADICET BIO, INC.
					
	By:	 	
                     
                                        
	 		 	By:	 	
                     
                                        


	Name:	 	  
	 		 	Name:	 	  

		 		 		 	Title:	 	  

			
	Address:	 		 	Address:
			
	                                    
                                         
   	 		 	                                    
                                         
   
	                                    
                                         
   	 		 	                                    
                                         
   
	                                    
                                         
   	 		 	                                    
                                         
   


  
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 EXHIBIT B 

ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	GRANTEE:	  	  
	  	
			
	COMPANY:	  	ADICET BIO, INC.	  	
			
	SECURITY:	  	COMMON STOCK	  	
			
	NUMBER OF SHARES:        	  	  
	  	
			
	DATE:	  	  
	  	

 In connection with the purchase of the above-listed Securities, the undersigned
Grantee represents to the Company the following: 
 (a)    Grantee 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. Grantee is acquiring these Securities for investment for Grantee’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”). 

(b)    Grantee 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 Grantee’s investment intent as expressed herein.
Grantee 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. Grantee further acknowledges and understands that the
Company is under no obligation to register the Securities. Grantee 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. 
 (c)    Grantee 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 Grantee, 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, except in the case of affiliates, such Securities may be resold subject to the satisfaction of the
applicable conditions specified by Rule 144, including: (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three month period not exceeding specified limitations,
(3) the resale being made in an unsolicited “broker’s transaction,” in transactions directly with a “market maker” or “riskless principal transactions” (as said terms are defined under the Securities Exchange
Act of 1934) and (4) the timely filing of a Form 144, if applicable. 

  
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 In the event that the Company does not qualify under Rule 701 at the time of the grant
of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require: the availability of current public information about the Company; the resale to occur more than a
specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and, in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of
the paragraph immediately above. 
 (d)    Grantee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Grantee
understands that no assurances can be given that any such other registration exemption will be available in such event. 

(e)    Grantee represents that Grantee is a resident of the state of the State of Israel. 

 

			
	Signature of Grantee:
		
	By:	 	
                     


		
	Date:	 	
                     





  
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