Exhibit 10.3


 


IN8BIO,
INC.


 


STOCK
OPTION GRANT NOTICE

(2018 EQUITY INCENTIVE PLAN)


 


IN8bio,
Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This
option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice
of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined
herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If
there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control. If the Company uses an
electronic capitalization table system (such as Carta or Shareworks) and the fields below are blank or the information is otherwise
provided in a different format electronically, the blank fields and other information (such as exercise schedule and type of grant)
shall be deemed to come from the electronic capitalization system and is considered part of this Grant Notice.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 


	Type of Grant:	 ̈ 	Incentive Stock Option1	 ̈ 	Nonstatutory Stock Option
	 	 	 
	Exercise Schedule:	 ̈ 	Same as Vesting Schedule	 ̈ 	Early Exercise Permitted



 



	Vesting Schedule:	[One-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such date.]
	 	 	 
	Payment:	By one or a combination of the following items (described in the Option Agreement):
	 	 	 
	 	 ̈	By cash, check, bank draft or money order payable to the Company
	 	 	 
	 	 ̈	Pursuant
to a Regulation T Program if the shares are publicly traded, and subject to the Company’s consent at the time of exercise
	 	 	 
	 	 ̈	By
delivery of already-owned shares if the shares are publicly traded, and subject to the Company’s consent at the time of exercise
	 	 	 
	 	 ̈	If
and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise,
by a “net exercise” arrangement



 





 






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


 






     


     


    

 


Additional Terms/Acknowledgements:
By Optionholder’s signature below or by electronic acceptance or authentication in a form authorized by the Company, Optionholder
acknowledges receipt of, and understands and agrees that the Option is governed by this Stock Option Grant Notice, the Option Agreement
and the Plan, all of which are made a part of this document. By accepting this Option, Optionholder consents to receive this Stock
Option Grant Notice, the Stock Option Agreement, the Plan, and any other Plan-related documents by electronic delivery and to participate
in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated
by the Company. Optionholder represents that he or she has read and is familiar with the provisions of the Plan and the Stock Option
Agreement. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified,
amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option
Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding
this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the
exception of (i) options previously granted and delivered to Optionholder, and (ii) the following agreements only. This Stock
Option Grant Notice and any notices, agreements or other documents related thereto may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


	Other Agreements:	 
	 	 
	 	 


 


By accepting this option, you consent to
receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 


	IN8bio,
        Inc.	 	 	 	Optionholder:	 



 


	By:	 	 	 	 
		Signature	 		Signature






	Title:	 	 	Email:	 






	Email:	 	 	Date:	 






	Date:	 	 	 	 



 


Attachments:
Option Agreement, 2018 Equity Incentive Plan and Notice of Exercise


 






     


     


    

 


ATTACHMENT
I


 


OPTION
AGREEMENT




 






     


     


    

 


IN8BIO,
INC.


 


2018
EQUITY INCENTIVE PLAN



OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)


 


Pursuant to your Stock
Option Grant Notice (“Grant Notice”) and this Option Agreement, IN8bio,
Inc. (the “Company”) has granted you an option under its 2018 Equity Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated
in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date
of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan
will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan
will have the same definitions as in the Plan.


 


The details of your
option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.                 
Vesting.
Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of
your Continuous Service.


 


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


 


3.                 
Exercise Restriction for Non-Exempt Employees.
If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938,
as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may
not exercise your option until you have completed at least six months of Continuous Service measured from the Date of Grant, even
if you have already been an employee for more than six months. Consistent with the provisions of the Worker Economic Opportunity
Act, you may exercise your option as to any vested portion prior to such six month anniversary in the case of (i) your death or
disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control
or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s benefit plans).



 


4.                 
Exercise prior to Vesting (“Early Exercise”).
If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early
Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the
period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the
unvested portion of your option; provided, however, that:


 


(a)              
a partial exercise of your option will be deemed to cover first vested shares of Common
Stock and then the earliest vesting installment of unvested shares of Common Stock;


 


(b)             
any shares of Common Stock so purchased from installments that have not vested as of the
date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early
Exercise Stock Purchase Agreement;


 






     


     


    

 


(c)              
 you will enter into the Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and


 


(d)             
if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair
Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive
Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its
Affiliates) exceeds $100,000, your option(s) or portions thereof that exceed such limit (according to the order in which they were
granted) will be treated as Nonstatutory Stock Options.


 


5.                 
Method of Payment.
You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay
the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted
by your Grant Notice, which may include one or more of the following:


 


(a)              
Provided that at the time of exercise the Common Stock is publicly traded, pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”,
 “same day sale”, or “sell to cover”.


 


(b)             
Provided that at the time of exercise the Common Stock is publicly traded, by delivery
to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear
of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company
of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option
by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting
the redemption of the Company’s stock.


 


(c)              
If this option is a Nonstatutory Stock Option, subject
to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with
a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise
price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will
no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to pay the exercise
price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld
to satisfy your tax withholding obligations.


 


6.                 
Whole Shares.
You may exercise your option only for whole shares of Common Stock.


 


7.                  Securities
Law Compliance. In no
event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the
Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be
exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other
applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that
such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise
required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 






     


     


    

 


8.                 
Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s
term. Except as set forth in your Grant Notice, the term of your option expires, subject to the provisions of Section 5(h) of the
Plan, upon the earliest of the following:


 


(a)              
immediately upon the termination of your Continuous Service
for Cause;


 


(b)             
three months after the termination of your Continuous Service for any reason other than
Cause, your Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during
any part of such three month period your option is not exercisable solely because of the condition set forth in the section above
relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until
it has been exercisable for an aggregate period of three months after the termination of your Continuous Service; provided further,
that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date of Grant, and
(iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire
until the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date that is three
months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)              
12 months after the termination of your Continuous Service due to your Disability (except
as otherwise provided in Section 8(d)) below;


 


(d)             
18 months after your death if you die either during your Continuous Service or within
three (3) months after your Continuous Service terminates for any reason other than Cause;


 


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


 


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


 


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


 


9.                 
Exercise.


 


(a)              
You may exercise the vested portion of your option (and the unvested portion of your option
if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require (including, without limitation, any voting
agreement or other agreement between the Company and certain of its stockholders).


 






     


     


    

 


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


 


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


 


(d)             
By exercising your option you agree that you will not sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of 180
days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period
as the underwriters or the Company will request to facilitate compliance with
FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rules
or regulation (the “Lock-Up Period”); provided,
however, that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the
Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested
by the Company or the underwriters that are consistent with the foregoing or
that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such period. You
also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by
this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section
9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


10.             
Transferability.
Except as otherwise provided in this Section 10, your option
is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.



 


(a)              
Certain Trusts.
Upon receiving written permission from the Board or its duly authorized designee, you may
transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code
and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements
required by the Company. 


 


(b)             
Domestic Relations Orders.
Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee
enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic
relations order, official marital settlement agreement or other divorce or separation instrument
as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required
by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with
the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information
is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option,
this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(c)              
 Beneficiary Designation.
Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the
Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third
party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration
resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled
to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.


 


11.             
Option not a Service Contract.
Your option is not an employment or service contract, and nothing in your option will be deemed to
create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company
or an Affiliate to continue your employment. In addition, nothing in your option will obligate the Company or an Affiliate, their
respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director
or Consultant for the Company or an Affiliate.


 






     


     


    

 


12.             
Withholding Obligations.


 


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


 


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


 


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


 


13.              Tax
Consequences. You hereby agree that the Company does not have a duty to design or
administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any
claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from
your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market
value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation
associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value
is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You
acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the
Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the
event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair
market value” as subsequently determined by the Internal Revenue Service.


 


14.             
Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically)
and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days
after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The
Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic
means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent to receive
such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


15.             
Governing Plan Document.
Your option is subject to all the provisions of the Plan, the provisions of which are hereby made
a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to
time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those
of the Plan, the provisions of the Plan will control.


 






     


     


    

 


ATTACHMENT
II


 


2018
EQUITY INCENTIVE PLAN




 






     


     


    

 


ATTACHMENT
III


 


NOTICE
OF EXERCISE




 






     


     


    

 


IN8BIO,
INC.

NOTICE OF EXERCISE


 


IN8bio, Inc.


79 Madison Avenue


New York, NY 10016


Date of Exercise: _______________


 


This constitutes notice
to IN8bio, Inc. (the “Company”) under my stock option
that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”)
for the price set forth below. If the Company uses an electronic capitalization table system (such as Carta or Shareworks) and
the fields below are blank, the blank fields shall be deemed to come from the electronic capitalization system and is considered
part of this Notice of Exercise.


 


	Type of option (check one):	Incentive   ̈	Nonstatutory   ̈
	Stock option dated:	_______________	_______________
	Number of Shares as

to which option is

exercised:	_______________	_______________
	Certificates to be issued in name of2:	_______________	_______________
	Total exercise price:	$______________	$______________
	Cash payment delivered

herewith:	$______________	$______________
	Regulation T Program (cashless exercise3)	$______________	$______________
	Value of _________ Shares delivered herewith4:	$______________	$______________


 


By this exercise,
I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2018 Equity Incentive
Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if
any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify
you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this option that
occurs within two years after the date of grant of this option or within one year after such Shares are issued upon exercise
of this option. I further agree that this Notice of Exercise may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other
applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 





 






2 If left blank, will be issued
in the name of the option holder.


3 Shares must meet the public
trading requirements set forth in the option agreement.


4 Shares must meet the public
trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised,
and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.


 






     


     


    

 


I hereby make the following
certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own
account upon exercise of the option as set forth above:


 


I acknowledge that
the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act.
I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.


 


I further acknowledge
and agree that, except for such information as required to be delivered to me by the Company pursuant to the option or the Plan
(if any), I will have no right to receive any information from the Company by virtue of the grant of the option or the purchase
of shares of Common Stock through exercise of the option, ownership of such shares of Common Stock, or as a result of my being
a holder of record of stock of the Company. Without limiting the foregoing, to the fullest extent permitted by law, I hereby waive
all inspection rights under Section 220 of the Delaware General Corporation Law and all such similar information and/or inspection
rights that may be provided under the law of any jurisdiction, or any federal, state or foreign regulation, that are, or may become,
applicable to the Company or the Company’s capital stock (the “Inspection Rights”). I hereby covenant
and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced
any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights.


 


I further acknowledge
that I will not be able to resell the Shares for at least 90 days after the stock of the Company becomes publicly traded (i.e.,
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that
more restrictive conditions apply to affiliates of the Company under Rule 144.


 


I further acknowledge
that all certificates representing any of the Shares subject to the provisions of the option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Certificate
of Incorporation, Bylaws and/or applicable securities laws.


 


I further agree that,
if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale
with respect to any shares of Common Stock or other securities of the Company for a period of 180 days following the effective
date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the
Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or
regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may
be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give
further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of such period.


 


	 	Very truly yours,




 






     


     


    

 


	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)
	 	 
	Address of Record:	 
	 	 
	 	 
	 	 
	Email: