Exhibit 10.2


 





3-V
BIOSCIENCES, INC.


 


2007
EQUITY INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 


Early
Exercise Permitted


 


3-V
Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan, as amended
from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to
purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the
Plan and this Stock Option Agreement (this “Option Agreement”). Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Option Agreement.


 


I.             NOTICE
OF STOCK OPTION GRANT 


 





	Optionee:	 
	 	 
	Date of Option Agreement:	 
	 	 
	Date of Grant:	 
	 	 
	Exercise Price per Share:	 
	 	 
	Total Number of Shares Granted:	 
	 	 
	Total Exercise Price:	 
	 	 
	Term/Expiration Date:	 










 


	Type
    of Option:	 
	Exercise
    Schedule:	☐
    Same as Vesting Schedule ☒ Early Exercise Permitted
	Vesting
    Schedule:	This
    Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned
    upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Shares. The Shares subject
    to this Option shall vest and/or be released from the Company’s Repurchase Option, as set forth in the Restricted Stock
    Purchase Agreement attached hereto as Exhibit C-1, according to the following schedule:
	 	[Twenty-five
    percent (25%) of the Shares subject to the Option (rounded down to the next whole number of shares) shall vest on the first
    anniversary of the Date of Grant and 1/48th of the Shares subject to the Option shall vest monthly thereafter so that one
    hundred percent (100%) of the Shares subject to the Option are vested on the fourth anniversary of the Date of Grant.]



 






     


     


    

 


	Termination
    Period:	This
    Option may be exercised, to the extent vested, for three (3) months after Optionee ceases to be a Service Provider, or such
    longer period as may be applicable upon the death or disability of Optionee as provided herein (or, if not provided herein,
    then as provided in the Plan), but in no event later than the Term/Expiration Date as set forth above.


II.           AGREEMENT


 


1.            Grant
of Option. The Company hereby grants to the Optionee an Option to purchase the number of shares of Common Stock (the “Shares”)
set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”).
Notwithstanding anything to the contrary anywhere else in this Option Agreement, this grant of an Option is subject to the terms,
definitions and provisions of the Plan, which is incorporated herein by reference.


 


2.            Exercise
of Option. This Option is exercisable as follows:


 


(a)          Right
to Exercise.


 


(i)       This
Option shall be exercisable cumulatively according to the vesting schedule set out in the Notice of Grant. Alternatively, at the
election of the Optionee, this Option may be exercised in whole or in part at such times as are established by the Administrator
as to Shares which have not yet vested. For purposes of this Option Agreement, Shares subject to this Option shall vest based
on Optionee’s continued status as a Service Provider. Vested Shares shall not be subject to the Company’s Repurchase
Option (as set forth in the Restricted Stock Purchase Agreement).


 


(ii)       As
a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.


 


(iii)       This
Option may not be exercised for a fraction of a Share.


 


(iv)       In
the event of Optionee’s death, disability or other termination of the Optionee’s status as a Service Provider, the
exercisability of the Option shall be governed by Sections 7, 8 and 9 hereof.


 


(v)       In
no event may this Option be exercised after the Expiration Date of this Option as set forth in the Notice of Grant.


 


(b)          Method
of Exercise. This Option shall be exercisable by written notice to the Company (in the form attached as Exhibit A)
(the “Exercise Notice”). The Exercise Notice shall state the number of Shares for which the Option is being exercised,
and such other representations and agreements with respect to such Shares of Common Stock as may be required by the Company pursuant
to the provisions of the Plan. The Exercise Notice shall be signed by Optionee and, together with an executed copy of the Restricted
Stock Purchase Agreement, if applicable, shall be delivered in person or by certified mail to the Secretary of the Company. The
Exercise Notice and Restricted Stock Purchase Agreement shall be accompanied by payment of the Exercise Price, including
payment of any applicable withholding tax.


 



    2 


     


    

 





No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect
to such Shares.


 


3.            Optionee’s
Representations. If the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Optionee shall, if required
by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B.


 


4.            Lock-Up
Period. Optionee hereby agrees that if so requested by the Company or any representative of the underwriters (the “Managing
Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities
Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or
such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market
Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act;
provided, however, that such restriction shall apply only to the first registration statement of the Company to become effective
under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period and these restrictions shall be binding on any transferee
of such Shares. Notwithstanding the foregoing, the 180-day period may be extended for up to such number of additional days as
is deemed necessary by the Company or the Managing Underwriter to continue coverage by research analysts in accordance with NASD
Rule 2711 or any successor rule.


 


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


 


(a)       cash;


 


(b)       check;


 


(c)        with
the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as is a market rate
of interest and which then precludes the imputation of interest under the Code), payable upon such terms as may be prescribed
by the Administrator and structured to comply with Applicable Laws;


 


(d)       with
the consent of the Administrator, surrender of other Shares of Common Stock of the Company which (A) in the case of Shares acquired
from the Company, have been owned by Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market
Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised;


 






    3 


     


    

 


(e)        with
the consent of the Administrator, surrendered Shares issuable upon the exercise of the Option having a Fair Market Value on the
date of exercise equal to the aggregate Exercise Price of the Option or exercised portion thereof;


 


(f)        with
the consent of the Administrator, property of any kind which constitutes good and valuable consideration;


 


(g)       following
the Public Trading Date, with the consent of the Administrator, delivery of a notice that the Optionee has placed a market sell
order with a broker with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Exercise Price; provided,
that payment of such proceeds is then made to the Company upon settlement of such sale; or


 


(h)       with
the consent of the Administrator, any combination of the foregoing methods of payment.


 


6.            Restrictions
on Exercise. This Option may not be exercised until the Plan has been approved by the stockholders of the Company. If the
issuance of Shares upon such exercise or if the method of payment for such Shares would constitute a violation of any applicable
federal or state securities or other law or regulation, then the Option may also not be exercised. The Company may require Optionee
to make any representation and warranty to the Company as may be required by any applicable law or regulation before allowing
the Option to be exercised.


 


7.            Termination
of Relationship. If Optionee ceases to be a Service Provider (other than by reason of Optionee’s death or the total
and permanent disability of the Optionee within the meaning of Code Section 22(e)(3)), Optionee may exercise this Option during
the Termination Period set out in the Notice of Grant, to the extent the Option was vested on the date on which Optionee ceases
to be a Service Provider. To the extent that the Option is not vested on the date on which Optionee ceases to be a Service Provider,
or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.


 


8.            Disability
of Optionee. If Optionee ceases to be a Service Provider as a result of his or her total and permanent disability within the
meaning of Code Section 22(e)(3), Optionee may exercise the Option to the extent the Option was vested at the date on which Optionee
ceases to be a Service Provider, but only within twelve (12) months from such date (and in no event later than the expiration
date of the term of this Option as set forth in the Notice of Grant). To the extent that the Option is not vested at the date
on which Optionee ceases to be a Service Provider, or if Optionee does not exercise such Option within the time specified herein,
the Option shall terminate.


 


9.            Death
of Optionee. If Optionee ceases to be a Service Provider as a result of the death of Optionee, the vested portion of the Option
may be exercised at any time within twelve (12) months following the date of death (and in no event later than the expiration
date of the term of this Option as set forth in the Notice of Grant) by Optionee’s estate or by a person who acquires the
right to exercise the Option by bequest or inheritance. To the extent that the Option is not vested on the date of death, or if
the Option is not exercised within the time specified herein, the Option shall terminate.


 



    4 


     


    

 





10.           Non-Transferability
of Option. This Option may not be transferred in any manner except by will or by the laws of descent or distribution. It may
be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.


 


11.          Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant.


 


12.          Restrictions
on Shares. Optionee hereby agrees that Shares purchased upon the exercise of the Option shall be subject to such terms and
conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability
of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to
permitted transfers of Shares. Such tennis and conditions may, in the Administrator’s sole discretion, be contained in the
Exercise Notice with respect to the Option or in such other agreement as the Administrator shall determine and which the Optionee
hereby agrees to enter into at the request of the Company.


 


(Signature
Page Follows)


 




    5 


     


    

 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute
one document.


 





	 	3-V BIOSCIENCES, INC.



 


	 	By:	 


 


	 	Name:	 


 


	 	Title:	 







 


OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT
AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED
FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S
RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.


 


Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee
hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in
their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon
any change in the residence address indicated below.


 





	Dated:	 	 	 
	 	 	 	(Type Name of Optionee)
	 	 	 	 
	 	 	 	Residence Address:
	 	 	 	 
	 	 	 	 
	 	 	 	 







 






    6 


     


    

 



EXHIBIT
A


 


3-V
BIOSCIENCES, INC.


 


2007
EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


3-V
Biosciences, Inc. 


Attention:
Stock Administration


 


1.            
Exercise of Option. Effective as of today, __________, _____, the undersigned (“Optionee”) hereby elects to exercise
Optionee’s option to purchase __________ shares of the Common Stock (the “Shares”) of 3-V Biosciences, Inc.,
a Delaware corporation (the Company”), under and pursuant to the 3-V Biosciences, Inc. 2007 Equity Incentive Plan, as amended
from time to time (the “Plan”) and the Stock Option Agreement dated __________ (the “Option Agreement”).
Capitalized terms used herein without definition shall have the meanings given in the Option Agreement.


 


	Date of Grant:	 	 	 
	 	 	 	 
	Number of Shares as to which Option is Exercised:	 	 	 
	 	 	 	 
	Exercise Price per Share:	 	$	 
	 	 	 	 
	Total Exercise Price:	 	$	 
	 	 	 	 
	Certificate to be issued in name of:	 	 	 
	 	 	 	 
	Cash Payment delivered herewith:	 ☐ 	$	 
	 	 	 	 
	Other form of consideration delivered herewith:	 ☐ 	Form of Consideration:
	 	$	                     



 


Type
of Option: 


 


2.            
Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option
Agreement. Optionee agrees to abide by and be bound by their terms and conditions.


 


3.            
Rights as Stockholder. Until the stock certificate evidencing Shares purchased pursuant to the exercise of the Option is
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to the Option,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after
the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date
the stock certificate is issued, except as provided in Section 13 of the Plan.


 






     


     


    

 


Optionee
shall enjoy rights as a stockholder until such time as Optionee disposes of the Shares or the Company and/or its assignee(s) exercises
the Right of First Refusal (as defined below) hereunder. Upon such exercise, Optionee shall have no further rights as a holder
of the Shares so purchased except the right to receive payment for the Shares so purchased in accordance with the provisions of
this Agreement, and Optionee shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to
the Company for transfer or cancellation.


 


4.            
Optionee’s Rights to Transfer Shares


 


(a)           
Company’s Right of First Refusal. Before any Shares held by Optionee or any permitted transferee (each, a “Holder”)
may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a “Transfer”), the Company
or its assignee(s) shall have a right of first refusal to purchase the Shares proposed to be Transferred on the terms and conditions
set forth in this Section 4 (the “Right of First Refusal”).


 


(i)            
Notice of Proposed Transfer. In the event any Holder desires to Transfer any Shares, the Holder shall deliver to the Company
a written notice (the “Notice”) stating: (w) the Holder’s bona fide intention to sell or otherwise Transfer
such Shares; (x) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (y) the number of
Shares to be Transferred to each Proposed Transferee; and (z) the bona fide cash price or other consideration for which the Holder
proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer such Shares at the Offered Price
to the Company or its assignee(s).


 


(ii)           
Exercise of Right of First Refusal. Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may elect in writing to purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the
Proposed Transferees. The purchase price shall be determined in accordance with Section 4(iii) hereof.


 


(iii)          
Purchase Price. The purchase price (“Purchase Price”) for the Shares repurchased under this Section 4 shall
be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Board in good faith.


 


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


 


(v)           
Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred are not purchased by the
Company and/or its assignee(s) as provided in this Section 4, then the Holder may sell or otherwise Transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within
one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other Transfer is effected
in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section
4 and the Restricted Stock Purchase Agreement, if applicable, shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not Transferred to the Proposed Transferee within such 120-day period, a
new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal
as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.


 






     2.


     


    

 


(b)          
Exception for Certain Family Transfers. Anything to the contrary contained in this Section 4 notwithstanding, the Transfer
of any or all of the Shares during the Optionee’s lifetime or upon the Optionee’s death by will or intestacy to the
Optionee’s Immediate Family or a trust for the benefit of the Optionee’s Immediate Family shall be exempt from the
Right of First Refusal. As used herein, “Immediate Family” shall mean spouse, lineal descendant or antecedent, father,
mother, brother or sister or stepchild (whether or not adopted). In such case, the transferee or other recipient shall receive
and hold the Shares so Transferred subject to the provisions of this Section 4 (including the Right of First Refusal) and the
Restricted Stock Purchase Agreement, if applicable, and there shall be no further Transfer of such Shares except in accordance
with the terms of this Section 4.


 


(c)           
Termination of Right of First Refusal. The Right of First Refusal shall terminate as to all Shares upon a sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (a “Public Offering”).


 


5.            
Transfer Restrictions. Any transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable
state and federal securities laws. Any Transfer or attempted Transfer of any of the Shares not in accordance with the terms of
this Agreement, including the Right of First Refusal provided in this Agreement, shall be void and the Company may enforce the
terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.


 


6.            
Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s
purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems
advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.


 


7.            
Restrictive Legends and Stop-Transfer Orders.


 


(a)           
Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that
may be required by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
IS IN COMPLIANCE THEREWITH.


 






     3.


     


    

 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD
BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE
BINDING ON TRANSFEREES OF THESE SHARES.


 


(b)          
Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records.


 


(c)           
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the
right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


8.            
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and
assigns.


 


9.            
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company
forthwith to the Company’s Board of Directors or committee thereof that is responsible for the administration of the Plan
(the “Administrator”), which shall review such dispute at its next regular meeting. The resolution of such a dispute
by the Administrator shall be final and binding on the Company and on Optionee.


 


10.          
Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by
a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.


 






     4.


     


    

 


11.          
Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the
other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing
from time to time to the other party.


 


12.          
Further Instruments. The Optionee hereby agrees to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this Agreement, including, without limitation, the Investment
Representation Statement in the form attached to the Option Agreement as Exhibit B.


 


13.          
Delivery of Payment. The Optionee herewith delivers to the Company the full Exercise Price for the Shares, as well as any
applicable withholding tax.


 


14.          
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan, the Option
Agreement, the Investment Representation Statement and the Restricted Stock Purchase Agreement, if applicable, constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof.


 





	Accepted
    by:	Submitted
    by:
	 	 
	3-V
    BIOSCIENCES, INC.	OPTIONEE


 


	By:	 	 	 


 


	Name:	 	 	 


 


	Title:	 	 	Address:
	 	 	 	 
	 	 	 	 
	 	 	 	 




  




     5.


     


    

 


EXHIBIT
B


 


INVESTMENT
REPRESENTATION STATEMENT


 





	OPTIONEE	:	______________________________
	 	 	 
	COMPANY	:	3-V Biosciences, Inc.
	 	 	 
	SECURITY	:	Common Stock
	 	 	 
	AMOUNT	:	______________________________
	 	 	 
	DATE	:	 




 


In
connection with the purchase of the above-listed shares of Common Stock (the “Securities”) of 3-V Biosciences, Inc.,
a Delaware corporation (the “Company”), the undersigned (“Optionee”) represents to the Company the following:


 


(a)  
      Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.
Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”).


 


(b)   
     Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment
intent as expressed herein. Optionee understands that, in the view of the Securities and Exchange Commission, the statutory
basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention
to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until
an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the
future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands
that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under
applicable state securities laws.


 






     


     


    

 


(c)   
     Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly
or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise
will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the
resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly
with a market maker (as said term is defined under the Exchange Act); and, in the case of an affiliate, (2) the availability
of certain public information about the Company, (3) the amount of Securities being sold during any three (3) month period
not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.


 


In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold
in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year
after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the
Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate
who subsequently holds the Securities less than two (2) years, the satisfaction of the conditions set forth in sections (1), (2),
(3) and (4) of the paragraph immediately above.


 


(d)   
     Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144
are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption
will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers
who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.


 





	 	Signature
    of Optionee:
	 	 
	 	Optionee







 


Date:_____________________________,
________


 








     2.