EXHIBIT 10.6.2


 





NON-QUALIFIED STOCK OPTION AGREEMENT


 


INTERLEUKIN GENETICS, INC.


 


AGREEMENT made as of
the [_____________], 20[__], between Interleukin Genetics, Inc. (the “Company”), a Delaware corporation having a principal
place of business at 135 Beaver Street, Waltham, Massachusetts 02452, and, a [director/consultant/employee] of the Company (the
“Participant”).


 


WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its common stock, $.001 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Company
and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and


 


WHEREAS, the Company
and the Participant each intend that the Option granted herein shall be a Non-Qualified Option.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree
as follows:


 


		1.	GRANT OF OPTION.



 


The Company hereby
grants to the Participant the right and option to purchase all or any part of an aggregate of [_____________] Shares, on the terms
and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan,
which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.


 


		2.	PURCHASE PRICE.



 


The purchase price
of the Shares covered by the Option shall be $[_____] per Share, subject to adjustment, as provided in the Plan, in the event of
a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof(the “Purchase Price”).
Payment shall be made in accordance with Paragraph 9 of the Plan.


 


		3.	EXERCISABILITY OF OPTION.



 


Subject to the terms
and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows:


 





	On the first anniversary of the date of this Agreement	 	up to [________] Shares
	 	 	 
	On the second anniversary of the date of this Agreement	 	an additional [________] Shares
	 	 	 
	On the third anniversary of the date of this Agreement	 	an additional [________] Shares
	 	 	 
	On the fourth anniversary of the date of this Agreement	 	an additional [________] Shares


 














    	 



    	 



    

 


 


The foregoing rights
are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.


 


			



		4.	TERM OF OPTION.



 


This Option shall terminate
ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.


 


If the Participant
ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability
of the Participant or termination of the Participant for “Cause” (as defined in the Plan)), the Option may be exercised,
if it has not previously terminated, within three months after the date the Participant ceases to be an employee, director or consultant
of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised
thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of service.


 


Notwithstanding the
foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the
Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s
termination of service, but in no event after the date of expiration of the term of the Option.


 


In the event the Participant’s
service is terminated by the Company or an Affiliate for “Cause” (as defined in the Plan), the Participant’s
right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his
or her service is terminated for “Cause,” and this Option shall thereupon terminate. Notwithstanding anything herein
to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors
of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct
which would constitute “Cause,” then the Participant shall immediately cease to have any right to exercise the Option
and this Option shall thereupon terminate.


 


In the event of the
Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after
the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event,
the Option shall be exercisable:


 






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		(a)	to the extent that the Option has become exercisable but has not been exercised as of the date
of Disability; and



 


		(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant
not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date
of Disability.



 


In the event of the
death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, within the originally
prescribed term of the Option. In such event, the Option shall be exercisable:


 


		(x)	to the extent that the Option has become exercisable but has not been exercised as of the date
of death; and



 


		(y)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant
not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s
date of death.



 


		5.	METHOD OF EXERCISING OPTION.



 


Subject to the terms
and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially
the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option
is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall
be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice
shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining
of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or
“blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the name of
the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request
in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and
another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the
person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than
the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.


 






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		6.	PARTIAL EXERCISE.



 


Exercise of this Option
to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional
share shall be issued pursuant to this Option.


 


		7.	NON-ASSIGNABILITY.



 


The Option shall not
be transferable by the Participant otherwise than by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.
Except as provided in the previous sentence, the Option shall be exercisable, during the Participant’s lifetime, only by
the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and
shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the
Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar
process upon the Option shall be null and void.


 


		8.	NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.



 


The Participant shall
have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s
share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to
the date of such registration.


 


		9.	ADJUSTMENTS.



 


The Plan contains provisions
covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment
with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are
hereby made applicable hereunder and are incorporated herein by reference.  


 


		10.	TAXES.



 


The Participant acknowledges
that upon exercise of the Option the Participant will be deemed to have taxable income measured by the difference between the then
fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. The Participant
acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to
this Option shall be the Participant’s responsibility.


 


The Participant agrees
that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state
and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross
income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or
in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that,
if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s
income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.


 






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		11.	PURCHASE FOR INVESTMENT.



 


Unless the offering
and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation
to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:


 


		(a)	The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise,
that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for
sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound
by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing the Shares issued pursuant
to such exercise:



 


“The shares represented
by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a
pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act
of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and


 


		(b)	If the Company so requires, the Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting
the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any
consent, which the Company deems necessary under any applicable law (including without limitation state securities or “blue
sky” laws).



 


		12.	RESTRICTIONS ON TRANSFER OF SHARES.



 


12.1The Participant
agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant
is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting
the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated
transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him
or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of
the offering, plus such additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association
of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in
writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing
terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end
of the Lock-Up Period.


 






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12.2The Participant
acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or obligation to
disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares
before, at the time of, or following a termination of the employment of the Participant by the Company, including, without limitation,
any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with
or into another firm or entity.


 


		13.	NO OBLIGATION TO MAINTAIN RELATIONSHIP.



 


The Company is not
by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate.
The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive
future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants,
including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option
price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the
Participant’s participation in the Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation
which is outside the scope of the Participant’s employment contract, if any; and (vi) that the Option is not part of normal
or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.


 


		14.	NOTICES.



 


Any notices required
or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or
certified mail, return receipt requested, addressed as follows:


 


If to the Company:


	Interleukin Genetics, Inc.
	135 Beaver Street
	Waltham, MA 02454
	Attention: Chief Financial Officer


 






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If to the Participant:


	 
	 
	 


 


or to such other address or addresses of
which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier
of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered
or certified mail.


 


		15.	GOVERNING LAW.



 


This Agreement shall
be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of
law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent
to exclusive jurisdiction in Massachusetts and agree that such litigation shall be conducted in the courts of Suffolk County, Massachusetts
or the federal courts of the United States for the District of Massachusetts. 


 


		16.	BENEFIT OF AGREEMENT.



 


Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


		17.	ENTIRE AGREEMENT.



 


This Agreement, together
with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict,
the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed
by the Plan.


 


		18.	MODIFICATIONS AND AMENDMENTS.



 


The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.


 


		19.	WAIVERS AND CONSENTS.



 


Except as provided
in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 






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20.DATA PRIVACY.


 


By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering
the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data
as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan;
(ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


 


 


[Remainder of Page Intentionally Left Blank]


 


 



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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or
her hand, all as of the day and year first above written.


 





 


	 	INTERLEUKIN GENETICS, INC.
	 	 
	 	By: 	
	 	 	Name:
Title:
	 	 	 
	 	 
	 	Participant:



 




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Exhibit A


 


NOTICE OF EXERCISE OF NON-QUALIFIED STOCK
OPTION


 


 


TO:Interleukin Genetics, Inc.


 


IMPORTANT NOTICE: This form of Notice of
Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission
under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains
effective.


 


Ladies and Gentlemen:


 


I hereby exercise my
Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of Interleukin
Genetics, Inc. (the “Company”), at the exercise price of $_______ per share, pursuant to and subject to the
terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________.


 


I understand the nature
of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent
tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the
Option and the purchase and subsequent sale of the Shares.


 


I am paying the option exercise price for
the Shares as follows:


 


 


 



 


Please issue the Shares (check one):


 


 ̈ to me; or


 


 ̈ to me and ____________________________,
as joint tenants with right of survivorship,


 


at the following address:


 


 


	 
	 
	 


 






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My mailing address
for shareholder communications, if different from the address listed above, is:





 


	 
	 
	 


 


 


	 	Very truly yours,
			
	 	 	 
	 	 
	 	Participant (signature)
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date
	 	 
	 	 
	 	Social Security Number



 






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