Exhibit 10.8


 


RITTER PHARMACEUTICALS, INC.


 


2008 STOCK PLAN


 


STOCK OPTION AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option
Agreement (the “Option Agreement”).


 


I.            NOTICE
OF STOCK OPTION GRANT


 


	 	Name:	Michael D. Step
	 	 	 
	 	Address:	c/o Ritter Pharmaceuticals, Inc.
	 	 	1801 Century Park East, No. 1820
	 	 	Los Angeles, California 90067


 


The undersigned Participant has been granted
an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as
follows:


 


	 	Date of Grant:	December 2, 2014 
	 	 	 
	 	Exercise Price per Share:	$0.82
	 	 	 
	 	Total Number of Shares Granted:	A number of shares of the Common Stock of the Company as will, together with the 4,622,741 shares subject to the option granted to Participant on the same date as this Option, represent in the aggregate 7.5% of the shares of Common Stock of the Company deemed to be outstanding on a fully-diluted basis as of the date of the initial closing of a transaction which qualifies as Qualified Financing (as defined below), after giving effect to (i) the issuance of the shares issued in the Qualified Financing, (ii) the issuance of this Option and (iii) any adjustments otherwise provided hereunder (the “Shares”). 
	 	 	 
	 	Type of Option:	NSO
	 	 	 
	 	Term/Expiration Date:	December 2, 2024, 5 p.m. Pacific time 
	 	 	 
	 	Vesting Schedule:	 


 


This
Option shall be exercisable only if, on or after September 1, 2014 and on or before October 1, 2015, the Company has raised in
the aggregate a minimum of $15,000,000 in one or more private and/or public offerings (a “Qualified Financing”).
If the Company does not close a Qualified Financing on or before October 1, 2015, this Option will
terminate in its entirety and be 


 




    	 



    	 



    

 


of no further
force or effect. In the event the Option becomes exercisable as provided in the first sentence
of this paragraph, then, as of the date that this Option becomes exercisable, this Option shall be immediately exercisable in full,
with 75% of the Shares to be subject to a right of repurchase by the Company upon Participant’s ceasing to be a Service Provider
for any reason. Such right of repurchase will lapse with respect to 1/36th of the Shares subject to the right of repurchase on
the first day of each month following the date on which the Option first becomes exercisable, subject to Participant continuing
to be a Service Provider through each such date. Notwithstanding the foregoing, the right of repurchase shall expire in full with
respect to all of the shares of Common Stock then subject to the right of repurchase upon the first to occur of any of the events
set forth in Section 3 (Termination Without Cause or by Executive With Good Reason) and Section 4 (Change in Control Termination)
of that certain Executive Severance & Change in Control Agreement by and between the Company and Participant dated as of December
2, 2014.


 


Termination Period:


 


This Option shall be
exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service
Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided
above and may be subject to earlier termination as provided in Section 11(c) of the Plan.


 


II.           AGREEMENT


 


1.            Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part
I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth
in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section
19(c) of the Plan, 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.


 


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


 


2.            Exercise
of Option.


 


(a)          Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.


 


(b)          Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice and restricted stock purchase agreement in
the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the
Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect


 




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to which the Option is
being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall
be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding.
This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price, together with any applicable tax withholding.


 


No Shares shall be
issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is
exercised with respect to such Shares.


 


3.            Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time
this Option is exercised, Participant 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 B.


 


4.            Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock
(or other securities) of the Company held by Participant (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other
period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or
other distribution of research reports and (ii) analyst ‘recommendations and opinions, including, but not limited to, the
restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).


 


Participant agrees
to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent
with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative
of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such
request, such information as may be required by the Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations
described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction
on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect
to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty
(180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall


 




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be bound by this Section 4.


 


5.            Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


 


(a)          cash;


 


(b)          check;


 


(c)          consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d)          surrender
of other Shares which (i) if acquired either directly or indirectly from the Company, have been owned by Participant for at least
the period required to avoid a charge to the Company’s reported earnings, (ii) shall be valued at its Fair Market Value on
the date of exercise, and (iii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting
such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.


 


6.            Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 


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 lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of Participant.


 


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


 


9.            Tax
Obligations.


 


(a)          Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 


(b)          Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in
writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.


 




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(c)          Code
Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 that was granted with a per Share exercise
price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share
on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is
a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an
additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option”
may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company
cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair
Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option
was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.


 


10.          Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The 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 Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s
interest except by means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive
laws but not the choice of law rules of California.


 


11.          No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF (AND THE LAPSE OF THE COMPANY’S RIGHT OF REPURCHASE) IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS
A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


Participant acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the
Option. Participant hereby agrees to accept as binding,


 




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conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


 


	PARTICIPANT	 	RITTER PHARMACEUTICALS, INC.
	 	 	 
	/s/ Michael D. Step	 	/s/ Andrew J. Ritter
	Signature	 	By
	 	 	 
	Michael D. Step	 	 	Andrew J. Ritter	 
	Print Name	 	Print Name
	 	 	 
	c/o Ritter Pharmaceuticals, Inc.	 	President	 
	1801 Century Park East, No. 1820	 	Title
	Los Angeles, CA 90067	 	 


 




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EXHIBIT A


 


2008 STOCK PLAN


 


EXERCISE NOTICE AND RESTRICTED STOCK
PURCHASE AGREEMENT


 


Ritter Pharmaceuticals, Inc.


1801 Century Park East, No. 1820


Los Angeles, California 90067


 


Attention: Chief Executive Officer


 


1.            Exercise
of Option. Effective as of today, ______________, _____, the undersigned (“Participant”) hereby elects to exercise
Participant’s option (the “Option”) to purchase ___________ shares of the Common Stock (the “Shares”)
of Ritter Pharmaceuticals, Inc. (the “Company”) under and pursuant to the 2008 Stock Plan (the “Plan”)
and the Stock Option Agreement dated _________________, _____ (the “Option Agreement”). Of
these Shares, Participant has elected to purchase _______________ Shares as to which the right of repurchase under the Vesting
Schedule set forth in the Notice of Stock Option Grant has lapsed as of the date hereof (the “Vested Shares”) and _____________
Shares as to which the right of repurchase under the Vesting Schedule set forth in the Notice of Stock Option Grant has not yet
lapsed (the “Unvested Shares”). 


 


2.            Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


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


 


4.            Rights
as Stockholder. Until the issuance of the Shares (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 Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment
shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section
11 of the Plan.


 


5.            Limitations
on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Participant shall not assign,
encumber or dispose of any interest in any Shares that are subject to the Company’s Repurchase Option (as defined below).
After any Shares have been released from such Repurchase Option, Participant shall not assign, encumber or dispose of any interest
in such Shares except in compliance with the provisions of Section 5(b) below and applicable securities laws.


 




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(a)          Repurchase
Option.


 


(1)         Subject
to termination of the Company’s Repurchase Option as provided in the Vesting Schedule specified in the Notice of Stock Option
Grant, in the event Participant is no longer a Service Provider for any reason (including death or disability), the Company shall
upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option for a period of ninety
(90) days from such date to repurchase all or any portion of the Shares held by Participant as of the Termination Date as to which
the right of repurchase set forth in the Vesting Schedule has not yet lapsed (the “Repurchase Option”) at the original
purchase price per Share specified in the Notice of Stock Option Grant (adjusted for any stock splits, stock dividends and the
like).


 


(2)         Unless
the Company notifies Participant within ninety (90) days from the Termination Date that it does not intend to exercise its Repurchase
Option with respect to some or all of the Shares then subject thereto, the Repurchase Option shall be deemed automatically exercised
by the Company as of the ninetieth (90th) day following such termination, provided that the Company may notify Participant
that it is exercising its Repurchase Option as of a date prior to such ninetieth (90th) day. Unless Participant is otherwise
notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as
to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Participant constitutes
written notice to Participant of the Company’s intention to exercise its Repurchase Option with respect to all Shares to
which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Participant with respect
to exercise of the Repurchase Option by either (A) delivering a check to Participant in the amount of the purchase price for
the Shares being repurchased, or (B) in the event Participant is indebted to the Company, canceling an amount of such indebtedness
equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined
payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase
Option pursuant to this Section 3(a)(2) in which Participant is indebted to the Company, such indebtedness equal to the purchase
price of the Shares being repurchased shall be deemed automatically canceled as of the ninetieth (90th) day following
the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant
to this Section 5(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all
rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of
Shares being repurchased by the Company, without further action by Participant.


 


(3)         Four
Million Two Hundred Thirty-Seven Thousand Five Hundred Thirteen (4,237,513) shares of the Shares covered by the Option shall initially
be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting
Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option in accordance therewith.
Fractional shares shall be rounded to the nearest whole share.


 


(b)          Right
of First Refusal. As to any Shares as to which the Company’s Repurchase Option has lapsed and before any
Shares such held by Participant or any transferee 


 




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(either
being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares
on the terms and conditions set forth in this Section 5(b) (the “Right of First Refusal”).


 


(1)         Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s).


 


(2)         Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.


 


(3)         Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this
Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of
the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(4)         Payment.
Payment of the Purchase Price shall be made, at the .option of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the .case of repurchase by an assignee,
to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the
times set forth in the Notice.


 


(5)         Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer
is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected
in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this
Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice
are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.


 


(6)         Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 5(b) notwithstanding, the transfer of any
or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s


 




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immediate family or a trust for the benefit
of Participant’s immediate family shall be exempt from the provisions of this Section 5(b). “Immediate Family”
as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5(b), and there shall
be no further transfer of such Shares except in accordance with the terms of this Section 5.


 


(c)          Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale
of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded. The Company’s Repurchase Option shall terminate as provided in the Vesting Schedule
in the Notice of Stock Option Grant.


 


6.            Escrow
of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 5(a) above, Participant shall,
if requested by the Company within five (5) days following the exercise of the Option for any Unvested Shares, upon receipt of
the certificate(s) for the Shares subject to the Repurchase Option, deliver such certificate(s), together with an Assignment Separate
from Certificate in the form attached to this Agreement as Attachment A executed by Participant and by Participant’s spouse
(if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s)
and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases
as are in accordance with the terms of this Agreement. Participant hereby acknowledges that the Secretary of the Company, or the
Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make
this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Participant agrees that said
escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice
or other document executed by any signature purported to be genuine and may resign at any time. Participant agrees that if the
Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors
of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.


 


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


 


8.            Restrictive
Legends and Stop-Transfer Orders.


 


(a)          Legends.
Participant 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”) AND


 




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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, RIGHTS OF REPURCHASE AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE 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, RIGHTS OF REPURCHASE AND RIGHT OF FIRST REFUSAL
ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC
OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES
AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY
OR THE MANAGING UNDERWRITER.


 


(b)          Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, 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.


 


(c)          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 Exercise Notice, 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.


 


9.            Section
83(b) Election. Participant understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option
the difference between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any restrictions on
the Shares lapse. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to
the Repurchase Option set forth in Section 5(a) of this Agreement. Participant understands that Participant may elect to be taxed
at the time the Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section
83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service


 




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within thirty (30) days
from the date of purchase. Even if the Fair Market Value of the Shares at the time of the execution of this Agreement equals the
amount paid for the Shares, the election must be made to avoid income and alternative minimum tax treatment under Section 83(a)
in the future. Participant understands that failure to file such an election in a timely manner may result in adverse tax consequences
for Participant. Participant further understands that an additional copy of such election form should be filed with his federal
income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing
is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and
does not purport to be complete. Participant further acknowledges that the Company has directed Participant to seek independent
advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which
Participant may reside, and the tax consequences of Participant’s death.


 


10.          Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice 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 Participant and his or her heirs, executors, administrators, successors
and assigns.


 


11.          Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties,


 


12.          Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of California.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice shall continue in full force and effect.


 


13.          Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement
and the Investment Representation Statement 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 Participant with respect to the subject
matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the
Company and Participant.


 


	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT	 	RITTER PHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	«Name»	 	 
	Print Name	 	Print Name
			 
	 	 	 


 




    	-6-



    	 



    

 


	Address:	 	Title
	 	 	 
	«Address»	 	Address:
	 	 	 
	«City  State  Zip»	 	1801 Century Park East, No. 1820
	 	 	Los Angeles, California 90067
	 	 	 
	 	 	 
	 	 	Date Received


 




    	-7-



    	 



    

 


ATTACHMENT A


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED and pursuant to that
certain Exercise Notice and Restricted Stock Purchase Agreement between the undersigned (“Participant”) and
Ritter Pharmaceuticals, Inc. (the “Company”) dated _______________, ____ (the “Agreement”),
Participant hereby sells, assigns and transfers unto the Company _________________________________ (________) shares of the Common
Stock of the Company, standing in Participant’s name on the books of the Company and represented by Certificate No. ____,
and does hereby irrevocably constitute and appoint ________________________________________________ to transfer said stock on the
books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT
AND THE ATTACHMENTS THERETO.


 


Dated: _____________________


 


	 	Signature:
	 	 
	 	 
	 	Michael D. Step
	 	 
	 	 
	 	Spouse of Michael D. Step (if applicable)


 


Instruction: Please do not fill in any blanks other than
the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth in the
Agreement without requiring additional signatures on the part of Participant.


 




    	-8-



    	 



    

 


ATTACHMENT B


 


ACKNOWLEDGMENT AND STATEMENT OF DECISION



REGARDING SECTION 83(b) ELECTION


 


The undersigned (which term includes the
undersigned’s spouse), a purchaser of ___________ shares of Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation
(the “Company”) by exercise of an option (the “Option”) granted pursuant to the Company’s
2008 Stock Plan (the “Plan”), hereby states as follows:


 


1.           The
undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed
the Plan and the option agreement pursuant to which the Option was granted.


 


2.           The
undersigned either [check and complete as applicable]:


 


(a) ____ has consulted, and has
been fully advised by, the undersigned’s own tax advisor, _____________________________________, whose business address is
______________________________, regarding the federal, state and local tax consequences of purchasing shares under the Plan, and
particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or


 


(b) ____ has knowingly chosen not
to consult such a tax advisor.


 


3.           The
undersigned hereby states that the undersigned has decided [check as applicable]:


 


(a) ____ to make an election pursuant
to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Exercise Notice
and Restricted Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue
Code of 1986;” or


 


(b) ____ not to make an election
pursuant to Section 83(b) of the Code.


 




    	-9-



    	 



    

 


4.           Neither
the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with
respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make
an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law.


 


	Date:	 	 	 
	 	 	 	Michael D. Step
	 	 	 	 
	Date:	 	 	 
	 	 	 	Spouse of Michael D. Step


 




    	-10-



    	 



    

 


ATTACHMENT C


 


ELECTION UNDER SECTION 83(b)


OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer hereby elects,
pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable
income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with
taxpayer’s receipt of the property described below:


 


1.           The
name, address, taxpayer identification number and taxable year of the undersigned are as follows:


 


NAME OF TAXPAYER: Michael D. Step


 


NAME OF SPOUSE: ________________


 


ADDRESS:


 


IDENTIFICATION NO. OF TAXPAYER: _______________


 


IDENTIFICATION NO. OF SPOUSE: _______________


 


TAXABLE YEAR: __________


 


2.           The
property with respect to which the election is made is described as follows:


 


			______________ shares of the Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”).



 


3.           The
date on which the property was transferred is: _______________


 


4.           The
property is subject to the following restrictions:


 


			Repurchase option at cost in favor of the Company upon termination of taxpayer’s employment or consulting relationship.



 


5.           The
Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms
will never lapse, of such property is: $____________


 


6.           The
amount (if any) paid for such property: $____________


 


The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned’s receipt of the above-described property.
The transferee of such property is the person performing the services in connection with the transfer of said property.


 


The undersigned understands that the foregoing election may
not be revoked except with the consent of the Commissioner.


 


	Dated: ____________	 	 
	 	 	Michael D. Step
	 	 	 
	Dated: ____________	 	 
	 	 	Spouse of Michael D. Step


 




    	-1-



    	 



    

 


RECEIPT AND CONSENT


 


The undersigned hereby acknowledges receipt
of a photocopy of Certificate No. ______ for ________ shares of Common Stock of Ritter Pharmaceuticals, Inc. (the “Company”).


 


The undersigned further acknowledges that
the Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to the Exercise Notice and Restricted
Stock Purchase Agreement Participant has previously entered into with the Company. As escrow holder, the Secretary of the Company,
or his or her designee, holds the original of the aforementioned certificate issued in the undersigned’s name.


 


Dated: _______________


 


	 	 
	 	Michael D. Step 


 




    	 



    	 



    

 


EXHIBIT B


INVESTMENT REPRESENTATION STATEMENT


 


	PARTICIPANT	MICHAEL D. STEP
	 	 
	COMPANY	RITTER PHARMACEUTICALS, INC.
	 	 
	SECURITY	COMMON STOCK
	 	 
	AMOUNT	_______ SHARES


 


In connection with
the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


 


(a)          Participant
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. Participant is acquiring these Securities for investment
for Participant’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)          Participant
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 Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’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, for or until 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. Participant 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. Participant further acknowledges and understands that the Company is under no obligation to register the Securities.
Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable
state securities laws.


 


(c)          Participant
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 Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates
(1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three
(3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited


 




    	 



    	 



    

 


“broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.


 


In the event that the
Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about
the Company; (ii) 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 (iii) 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)          Participant
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 shall 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 shall 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. Participant understands that no assurances can be given that any such other registration exemption shall be available in
such event.


 


	 	PARTICIPANT
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date