Exhibit
10.14


 





RITTER
PHARMACEUTICALS, INC.


NOTICE
OF GRANT OF STOCK OPTION


 


The
Grantee has been granted an option (the “Option”) to purchase certain Shares of Ritter Pharmaceuticals,
Inc. (the “Company”) pursuant to the Ritter Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the “Plan”),
as follows:


 





	Grantee:	Andrew J. Ritter_____________________
	 	 
	Date of Grant:	May 18, 2020_______________________
	 	 
	Number of Option Shares:	___583,068________________________
	 	 
	Exercise Price:	$0.64______________________
	 	 
	Option Expiration Date:	The date four (4) years after the Date of Grant
	 	 
	Tax Status of Option:	Nonstatutory Stock Option. 
	 	 
	Vested Shares:	The Option Shares shall become fully vested and exercisable upon the consummation of the Company’s reverse-merger transaction involving Qualigen, Inc. 


 


	Lock-Up
    Restrictions:	The
    Grantee shall be subject to a 180-day lock-up period with respect to the Option as described in the Stock Option Agreement.


 


Capitalized
terms not defined herein shall have the meaning as set forth in the 2015 Equity Incentive Plan.


 


The
Exercise Price represents an amount the Company believes to be no less than 100% of the Fair Market Value of a Share on the Date
of Grant, determined in good faith in compliance with the requirements of Section 409A of the Code. However, there is no guarantee
that the Internal Revenue Service (the “IRS”) will agree with the Company’s determination. A subsequent
IRS determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to the
Grantee. By signing below, the Grantee agrees that the Company, its Directors, officers and shareholders shall not be held liable
for any tax, penalty, interest or cost incurred by the Grantee as a result of such determination by the IRS. The Grantee is urged
to consult with his or her own tax advisor regarding the tax consequences of the Option, including the application of Section
409A.


By
their signatures below, the Company and the Grantee agree that the Option is governed by this Grant Notice and by the provisions
of the Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges
receipt of copies of the Plan and the Stock Option Agreement, represents that the Grantee has read and is familiar with their
provisions, and hereby accepts the Option subject to all of their terms and conditions.


 





	RITTER PHARMACEUTICALS, INC.	 	GRANTEE
	 	 	 	 	 
	By:	/s/ Ira E. Ritter                   	 	/s/ Andrew J. Ritter
	Name:	Ira E. Ritter	 	Name:	Andrew J. Ritter
	Title:	Chairman of the Board of Directors	 	Date:	May 18, 2020
	Address:	 	 	Address:	 


 





	ATTACHMENTS:	Ritter Pharmaceuticals,
    Inc. 2015 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement and Exercise Notice





 




    	 



     


    

 


Ritter
Pharmaceuticals, inc.


STOCK
OPTION AGREEMENT


 


Ritter
Pharmaceuticals, Inc. has granted to the Grantee named in the Notice of Grant of Stock Option (the “Grant Notice”)
to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”)
to purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has
been granted pursuant to and shall in all respects be subject to the terms and conditions of the Ritter Pharmaceuticals, Inc.
2015 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Grant Notice, the Grantee: (a) acknowledges receipt of, and represents that the
Grantee has read and is familiar with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) accepts
the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees
to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the
Grant Notice, this Option Agreement or the Plan.


 


	1.	Definitions
    and Construction.


 


1.1.
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in
the Grant Notice or the Plan.


 


1.2.
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.


 


	2.	Tax
    Consequences.


 


2.1.
Tax Status of Option. This Option is intended to have the tax status designated in the Grant Notice.


 


a.
Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option
within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as
such. The Grantee should consult with the Grantee’s own tax advisor regarding the tax effects of this Option and the requirements
necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period
requirements. (NOTE TO GRANTEE: If the Option is exercised more than three (3) months after the date on which you cease to be
an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code),
the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section
422 of the Code.)


 


b.
Nonstatutory Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock
Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2
ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to
the extent that the Option (together with all Incentive Stock Options granted to the Grantee under all stock option plans of the
Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for Shares having
a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such Options which exceeds such amount
will be treated as Nonstatutory Stock Options. For purposes of this Subsection 2.2, options designated as Incentive Stock Options
are taken into account in the order in which they were granted, and the Fair Market Value of Shares is determined as of the time
the option with respect to such Shares is granted. If the Code is amended to provide for a different limitation from that set
forth in this Subsection 2.2, such different limitation shall be deemed incorporated herein effective as of the date required
or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory
Stock Option in part by reason of the limitation set forth in this Subsection 2.2, the Grantee may designate which portion of
such Option the Grantee is exercising. In the absence of such designation, the Grantee shall be deemed to have exercised the Incentive
Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise
of the Option. (NOTE TO GRANTEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the
Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant
to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the
Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 




    	 



     


    

 


	3.	Administration.


 


All
questions of interpretation concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other
document employed by the Company in the administration of the Plan or the Option shall be determined by the Board. All such determinations
by the Board shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made
in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant
to the Plan or the Option or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding
sentence) shall be final, binding and conclusive upon all persons having an interest in the Option.


 


	4.	Exercise
    of the Option.


 


4.1
Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the vesting criteria
set forth in the Grant Notice has been satisfied and prior to the termination of the Option (as provided in Section 6) in an amount
not to exceed the number of Vested Shares less the number of Shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 13.2 of the
Plan.


 


4.2
Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise
Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated
by the Grantee in such manner as required by the notice and transmitted to the Company or an authorized representative of the
Company (including a third-party administrator designated by the Company). In the event that the Grantee is not authorized or
is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the
Company, which shall be signed by the Grantee and delivered in person, by certified or registered mail, return receipt requested,
by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative
of the Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or
written, must state the Grantee’s election to exercise the Option, the number of Shares for which the Option is being exercised
and such other representations and agreements as to the Grantee’s investment intent with respect to such Shares as may be
required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior
to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price
for the number of Shares being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such electronic
or written Exercise Notice and the aggregate Exercise Price.


 


4.3
Payment of Exercise Price.


 


a.
Forms of Consideration Authorized. Payment of the exercise price for the Shares being purchased pursuant to the Option
shall be made by any of the following, or a combination of the following, at the election of Grantee:


 


i.
cash or check denominated in U.S. dollars,


ii.
Shares (including Shares otherwise issuable in settlement of the Award) or Shares held for such period of time as may
be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on
the date of delivery equal to the aggregate payments required,


 




    	 



     


    

 


iii.
payment through a broker in accordance with procedures permitted by applicable law and regulations, or


iv.
other form of legal consideration acceptable to the Administrator.


 


4.4
Tax Withholding.


 


(a)
In General. At the time the Award Agreement is executed, or at any time thereafter as requested by the Company,
the Grantee hereby authorizes withholding from payroll and any other amounts payable to the Grantee, and otherwise agrees to make
adequate provision for, any sums required to satisfy (in cash or, if and only if the Company so elects in its sole discretion,
otherwise) the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection
with the grant, vesting or exercise of the Option or the issuance of Shares in settlement thereof. The Company shall have no obligation
to deliver Shares until the tax obligations of the Company have been satisfied by the Grantee.


 


(b)
Withholding in Securities. The Company may, in its discretion, require the Grantee to satisfy all or any portion
of the tax obligations by deducting from the Shares otherwise deliverable to the Grantee in settlement of the Option a number
of Shares having a Fair Market Value, as determined by the Company as of the date on which the tax obligations arise, not in excess
of the amount of such tax obligations determined by the applicable withholding rates. In the event that the Company determines
that the tax obligations will not be satisfied by the method described above, Grantee authorizes the designated plan administrator
or any successor plan administrator, to sell a number of Shares that are purchased under the Option, which the Company determines
is sufficient to generate an amount that meets the tax obligations plus additional Shares, as necessary. To account for rounding
and market fluctuation, and to pay such tax withholding amounts to the Company. The Shares may be sold as part of a block trade
with other Grantees of the Plan in which all Grantees receive an average price. Any adverse consequences to the Grantee resulting
from the procedure permitted under this Subsection 4.4, including, without limitation, tax consequences, shall be the sole responsibility
of the Grantee.


 


(c)
Consultation. The Grantee hereby acknowledges that he or she understands that the Grantee may suffer adverse tax
consequences as a result of the Grantee’s exercise of the Option or disposition of the Shares. The Grantee hereby represents
that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the exercise of the Option
or disposition of the Shares and that the Grantee is not relying on the Company for any tax advice.


 


4.5
Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of Shares upon
exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect
to such securities. The Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Shares may then be listed. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale
of any Shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company
may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable
law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.


 


4.6
Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


	5.	Nontransferability
    of the Option.


 


During
the lifetime of the Grantee, the Option shall be exercisable only by the Grantee or the Grantee’s guardian or legal representative.
The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Grantee or the Grantee’s beneficiary, except transfer by will or by the laws of descent
and distribution. Following the death of the Grantee, the Option, to the extent provided in Section 7, may be exercised by the
Grantee’s legal representative or by any person empowered to do so under the deceased Grantee’s will or under the
then applicable laws of descent and distribution.


 




    	 



     


    

 


	6.	Termination
    of the Option.


 


The
Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration
Date, or (b) the close of business on the last date for exercising the Option following Grantee’s Termination of Service
as described in Section 7, or (c) a Change in Control to the extent provided in the Plan.


 


	7.	Effect
    of Termination of Service.


 


7.1
Option Exercisability. The Option shall terminate immediately upon the Grantee’s Termination of Service to the
extent that it is then unvested and shall be exercisable after the Grantee’s Termination of Service to the extent it is
then unexercised and vested only during the applicable time period as determined below and thereafter shall terminate.


 


a.
Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Grantee’s Termination
of Service is for Cause, the Option, whether or not vested, shall terminate and cease to be exercisable immediately upon such
Termination of Service.


 


b.
Other Termination of Service. If the Grantee’s Termination of Service is for any reason, except Cause, the Option,
to the extent unexercised and vested on the date of Grantee’s Termination of Service, may be exercised by the Grantee at
any time prior to the expiration of twenty-four (24) months after the date of Grantee’s Termination of Service, but in any
event no later than the Option Expiration Date.


 


7.2
Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than Termination of Service for Cause,
if the exercise of the Option within the applicable time periods set forth in Subsection 7.1 is prevented by the provisions of
Subsection 4.5, the Option shall remain exercisable until thirty (30) days after the date such exercise first would no longer
be prevented by such provisions, but in any event no later than the Option Expiration Date and in no event later than the end
of the applicable time period under this Section 7.


 


7.3
Special Rule Regarding Termination of Service. As a special rule and notwithstanding the terms set out in the Plan:
an occurrence which may be characterized as a Termination of Service shall be deemed not to constitute a Termination of Service
if within five (5) days after such occurrence the Grantee begins service to the Company as an Advisor.


 


	8.	Rights
    as a Stockholder, Director, Employee or Consultant.


 


The
Grantee shall have no rights as a stockholder with respect to any Shares covered by the Option until the date of the issuance
of the Shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for
which the record date is prior to the date the Shares are issued, except as provided in the Plan.


 


If
the Grantee is an Employee, the Grantee understands and acknowledges that, except as otherwise provided in a separate, written
employment agreement between a Participating Company and the Grantee, the Grantee’s employment is “at will”
and is for no specified term. Nothing in this Option Agreement shall confer upon the Grantee any right to continue in the service
of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Grantee’s
service as a Director, an Employee or Consultant, as the case may be, at any time. Furthermore, Options are not part of Grantee’s
employment contract (if any) with the Company or Company Group, Grantee’s salary, Grantee’s normal or expected compensation,
or other remuneration for any purposes, including for purposes of computing severance pay or other termination compensation or
indemnity.


 




    	 



     


    

 


	9.	Notice
    of Sales Upon Disqualifying Disposition.


 


The
Grantee shall dispose of the Shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement.
In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Grantee shall (a) promptly notify
the stock plan administrator for the Company if the Grantee disposes of any of the Shares acquired pursuant to the Option within
one (1) year after the date the Grantee exercises all or part of the Option or within two (2) years after the Date of Grant and
(b) provide the Company with a description of the circumstances of such disposition. Until such time as the Grantee disposes of
such Shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the
Company, the Grantee shall hold all Shares acquired pursuant to the Option in the Grantee’s name (and not in the name of
any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date
of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate
representing Shares acquired pursuant to the Option requesting the transfer agent for the Company’s Shares to notify the
Company of any such transfers. The obligation of the Grantee to notify the Company of any such transfer shall continue notwithstanding
that a legend has been placed on the certificate pursuant to the preceding sentence.


 


	10.	Lock-Up
    Restrictions.


 


The
Grantee agrees that, without the prior written consent of the Company, during the period commencing at the Date of Grant and continuing
until 180 days after the Date of Grant, the undersigned will not: (1) 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, make any short
sale or otherwise transfer or dispose of or lend, directly or indirectly, the Option or any shares of Common Stock of the Company
issuable upon exercise of the Option (collectively, the “Lock-Up Securities”); (2) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities,
whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Lock-Up Securities;
(4) grant any proxies or powers of attorney with respect to any Lock-Up Securities, deposit any Lock-Up Securities into a voting
trust or enter into a voting agreement or similar arrangement or commitment with respect to any Lock-Up Securities; or (5) publicly
disclose the intention to do any of the foregoing (each of the foregoing restrictions, the “Lock-Up Restrictions”).


 


Notwithstanding
the above, the Lock-Up Restrictions will automatically terminate on the date that is 180 days after the Date of Grant. The period
during which the Lock-Up Restrictions apply to the Lock-Up Securities will be deemed the “Lock-Up Period”.


 


The
Grantee agrees that during the Lock-Up Period, the undersigned will not engage in any hedging or other transaction with respect
to any Lock-Up Securities that reasonably could be expected to result in a sale or disposition of such Lock-Up Securities even
if such Lock-Up Securities would be disposed of by someone other than the Grantee. Such prohibited hedging or other transactions
would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to such
Lock-Up Securities or to any security that includes, relates to, or derives any significant part of its value from such Lock-Up
Securities.


 


Notwithstanding
the foregoing, the Grantee may transfer any of the Lock-Up Securities (i) as a bona fide gift or charitable contribution,
(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Grantee, (iii) by testate
succession or intestate succession, (iv) by operation of law pursuant to a qualified domestic order or in connection with a divorce
settlement, (v) to any immediate family member, any investment fund, family partnership, family limited liability company or other
entity controlled or managed by the undersigned or the immediate family of the undersigned, (vi) to a nominee or custodian to
whom a disposition or transfer would be permissible under clauses (i) through (v), (vii) to the Company in a transaction exempt
from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon a vesting
event of the Lock-Up Securities or upon the exercise of Lock-Up Securities on a “cashless” or “net exercise”
basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise (but excluding any
exercise that would involve a sale in the open market of any Lock-Up Securities), (viii) pursuant to a change of control of the
Company to the extent provided for in the Plan, provided that in the event that such change of control transaction is not completed,
the Lock-Up Securities will remain subject to the Lock-Up Restrictions, or (ix) pursuant to an order of a court or regulatory
agency; provided, in the case of clauses (i)-(vi), that (A) such transfer will not involve a disposition for value and (B) the
transferee promptly provides the Company with its written agreement to be bound by these Lock-Up Restrictions upon consummation
of such transaction; and provided, further, in the case of clauses (i)-(vii), no filing by any party under Section 16(a) of the
Exchange Act will be required or made voluntarily in connection with such transfer. For purposes of this Agreement, “immediate
family” will mean any relationship by blood, marriage or adoption, not more remote than first cousin.


 




    	 



     


    

 


In
addition, the Lock-Up Restrictions will not apply to the exercise of the Option (other than any exercise that would involve a
sale in the open market); provided that it will apply to any of the Lock-Up Securities issued upon such exercise.


 Any
attempted transfer in violation of the Lock-Up Restrictions will be of no effect and null and void and will not be recorded on
the share register of the Company. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby
authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of these
Lock-Up Restrictions. The Company may cause the legend set forth below to be placed upon any certificate(s) or other documents,
ledgers or instruments evidencing the undersigned’s ownership of Lock-Up Securities:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH THE LOCK-UP RESTRICTIONS
APPLICATION TO SUCH SECURITIES, A COPY OF THE STOCK OPTION AGREEMENT CONTAINING THESE LOCK-UP RESTRICTIONS IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.


 


	11.	Miscellaneous
    Provisions.


 


11.1
Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that
except as provided in the Plan in connection with a Change in Control, no such termination or amendment may adversely affect the
Option or any unexercised portion hereof without the consent of the Grantee unless such termination or amendment is necessary
to comply with any applicable law or government regulation, including, but not limited to Section 409A of the Code. No amendment
or addition to this Option Agreement shall be effective unless in writing.


 


11.2
Compliance with Section 409A. The Company intends that income realized by the Grantee pursuant to the Plan and this
Option Agreement will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Option Agreement
shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company,
in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable
requirements of Section 409A of the Code, including amendments to facilitate the Grantee’s ability to avoid taxation under
Section 409A of the Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any particular
tax result for income realized by the Grantee pursuant to the Plan or this Option Agreement. In any event, and except for the
responsibilities of the Company set forth in Subsection 4.4., no Participating Company shall be responsible for the payment of
any applicable taxes on income realized by the Grantee pursuant to the Plan or this Option Agreement.


 


11.3
Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as
may reasonably be necessary to carry out the intent of this Option Agreement.


 


11.4
Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 




    	 



     


    

 


11.5
Delivery of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides
for effectiveness only upon actual receipt of such notice) upon personal delivery electronic delivery at the e-mail address, if
any, provided for the Grantee by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service,
by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed
to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate
in writing from time to time to the other party.


 


a.
Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan,
the Grant Notice, this Option Agreement, and any reports of the Company provided generally to the Company’s shareholders,
may be delivered to the Grantee electronically. In addition, if permitted by the Company, the Grantee may deliver electronically
the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan,
the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.


 


b.
Consent to Electronic Delivery. The Grantee acknowledges that the Grantee has read Subsection 11.5(a) of this Option
Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the
Grant Notice and Exercise Notice, as described in Subsection 11.5(a). The Grantee acknowledges that he or she may receive from
the Company a paper copy of any documents delivered electronically at no cost to the Grantee by contacting the Company by telephone
or in writing. The Grantee further acknowledges that the Grantee will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Grantee understands that the Grantee must provide the Company or any
designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents
fails. The Grantee may revoke his or her consent to the electronic delivery of documents described in Subsection 11.5(a) or may
change the electronic mail address to which such documents are to be delivered (if Grantee has provided an electronic mail address)
at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic
mail. Finally, the Grantee understands that he or she is not required to consent to electronic delivery of documents described
in Subsection 11.5(a).


 


11.6
Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or
other agreement with the Grantee and Company Group referring to the Option, shall constitute the entire understanding and agreement
of the Grantee and the Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Grantee and the Company Group with respect to such subject
matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan shall
survive any exercise of the Option and shall remain in full force and effect.


 


11.7
Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied
to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.


 


11.8
Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


****


 




    	 



     


    

 


		Incentive
    Stock Option	 	Grantee:
    	 
	X	Nonstatutory
    Stock Option	 	 	 


 


	Date:		 


 


STOCK
OPTION EXERCISE NOTICE


 


Ritter
Pharmaceuticals, Inc.


Attention:
________________


 


Ladies
and Gentlemen:


 


1.
Option. I was granted an option (the “Option”) to purchase shares of the common stock
(the “Shares”) of Ritter Pharmaceuticals, Inc. (the “Company”) pursuant to
the Company’s 2015 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the
“Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as
follows:


 


	 	Date
    of Grant:	______________________	 
	 	Number
    of Option Shares:	______________________	 
	 	Exercise
    Price per Share:	$_____________________	 


 


2.
Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which
are Vested Shares, in accordance with the Grant Notice and the Option Agreement:


 


	 	Total
    Shares Purchased:	______________________	 
	 	Total
    Exercise Price (Total Shares X Price per Share)	$_____________________	 


 


3.
Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized
by my Option Agreement:


 


	 		Cashless
    Exercise	 	 
	 	 	 	 	 
	 		Cash
    / Check:	$_____________________	 
	 	 	 	 	 
	 		Tender
    of Company Shares:	Contact
    Plan Administrator	 


 


4.
Tax Withholding. I authorize payroll withholding, net-share withholding and otherwise will make adequate provision
for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option.


 


5.
Grantee Information.


 


	 	My
    address is:	 	 
	 	 	 	 
	 	 	 	 


 


	 	My
    Social Security Number is:	 	 


 


6.
Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify
the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or
part of the Option or within two (2) years of the Date of Grant.


 


7.
Tax Consultation. I hereby acknowledge that I understand that I may suffer adverse tax consequences as a result
of my purchase or disposition of the Shares. I hereby represent that I am not relying on the Company for any tax advice.


 




    	 



     


    

 


8.
Binding Effect. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice
and my Option Agreement, copies of which I have received and carefully read and understand. This Agreement shall inure to the
benefit of and be binding upon my heirs, executors, administrators, successors and assigns.


 


	 	 	 	Very
    truly yours,
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature)


 


	Receipt
    of the above is hereby acknowledged.	 	 
	Ritter
    Pharmaceuticals, Inc.	 	 
	 	 	 	 
	By:	                	 	 
	 	 	 	 
	Title:
    	 	 	 
	 	 	 	 
	Dated: