EXHIBIT 10.2



 


DIGIPATH,
INC.


STOCK
OPTION
GRANT
NOTICE

(AMENDED
AND
RESTATED
2012
STOCK
INCENTIVE
PLAN)


 


DigiPath,
Inc. (the “Company”), pursuant to its Amended and Restated 2012 Stock 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 herein and in the Option Agreement, the Plan, and the Notice
of Exercise, all of which are attached hereto and incorporated herein in their entirety.


 


	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 Option                           [  ]
    Nonstatutory Stock Option







 


Vesting
Schedule:


 


	Payment:
    	By
    one or a combination of the following items (described in the Option Agreement):


 


	 	[X]
    	By
    cash or check
	 	[X]	Pursuant
    to a Regulation T Program if the Shares are publicly traded
	 	[X]	By
    delivery of already-owned shares if the Shares are publicly traded
	 	[X]	By
    net exercise 


 


Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option
Grant Notice, the Option Agreement and 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
the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject.


 


In
Witness Whereof, the Company and Optionholder
have executed this Stock Option Grant Notice as of the Date of Grant.


 


	DigiPath,
    Inc.	 	Optionholder:
	 	 	 	 	 
	By:	 	 	 
		Signature	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:	 
	Date:	 	 	 	 


 


Attachments:
Option Agreement, 2012 Equity Incentive Plan and Notice of Exercise


 




    	 	 	 



     

    


 


Attachment
I


 


Option
Agreement


 




    	 	2	 



     

    


 


Attachment
II


 


Amended
and Restated 2012 Stock Incentive Plan


 




    	 	3	 



     

    


 


Attachment
III


 


Notice
of Exercise


 


DigiPath,
Inc.


6450
Cameron Street, Suite 113


	Las
    Vegas, Nevada 89118	Date
    of Exercise: _______________


 


Ladies
and Gentlemen:


 


This
constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.


 


	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 of:	_______________	 
	 	 	 
	Total
    exercise price:	$______________	 
	 	 	 
	Cash
    payment delivered herewith:	$______________	 
	 	 	 
	Value
                                         of ________ shares of

        DigiPath
        common stock

        delivered
        herewith:
	$______________	 
	 	 	 
	Check
    here if net exercise:	[  ]	 


 


By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the DigiPath, Inc.
Amended and Restated 2012 Stock 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 fifteen (15) days after the date of any disposition of any of the shares of Common
Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one
(1) year after such shares of Common Stock are issued upon exercise of this option.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Print
    Name:


 




    	 	4