Exhibit 10.4


 


3-V
BIOSCIENCES, Inc.

Stock Option Grant Notice

(2017 Equity Incentive Plan)


 


3-V
Biosciences, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.
This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this “Stock
Option Grant Notice”), in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto
and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option
Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms herein
and the Plan, the terms of the Plan will control.


 


	Optionholder:	 
	Date
    of Grant:	 
	Vesting
    Commencement Date:	 
	Number
    of Shares Subject to Option:	 
	Exercise
    Price (Per Share):	 
	Total
    Exercise Price:	 
	Expiration
    Date:	 


 


Type
of Grant:         ☐  Incentive Stock Option1            ☒  Nonstatutory Stock Option


 


Exercise
Schedule:   ☒  Same as Vesting Schedule        ☐ Early Exercise Permitted


 


Vesting
Schedule:  


 


		(1)	Fully
                                         vested.



 


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



 


		☐	By
cash, check, bank draft, wire transfer or money order payable to the Company






		☐	Pursuant
to a Regulation T Program if the shares are publicly traded






		☐	By
delivery of already-owned shares if the shares are publicly traded






		☐	If
                                         and only to the extent this option is a Nonstatutory Stock Option, and subject to the
                                         Company’s consent at the time of exercise, by a “net exercise” arrangement



 


Additional
Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice,
the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement
may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date
of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder
and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations
on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery
policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance
arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.


 





 






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


 






    


     


    

 


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









	 	 
	3-V
    Biosciences, Inc.	Optionholder:


	 	 	 	 
	By:	 	 	 
	Signature	 	Signature


	Title:	 	 	Date:	 


	 	 	 
	Date:	 	 











 


		Attachments:	Option
                                         Agreement, 2017 Equity Incentive Plan, Notice of Exercise, Early Exercise Agreement



 




    2.


     


    

 


Attachment
I


 


Option
Agreement


(Incentive
Stock Option or Nonstatutory Stock Option)


 


Pursuant
to your Stock Option Grant Notice (“Stock Option Grant Notice”) and this Option Agreement (this “Option
Agreement”), 3-V Biosciences, Inc. (the “Company”) has granted you an option under its
2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice. The option
is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “Date of Grant”).
If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized
terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the
same definitions as in the Plan.


 


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


 


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


 


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


 


3.             Exercise
Restriction for Non-Exempt Employees. If you are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided
in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured
from the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions
of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary
in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted,
(iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s
benefit plans). 


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2.


     


    

 


9.            Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term
of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:


 


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


 


(b)       three
(3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except
as otherwise provided in Section 9(d) below); provided, however, that if during any part of such three-month period
your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law
Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an
aggregate period of three (3) months after the termination of your Continuous Service; provided further, that if (i) you
are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you
have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until
the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three
(3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)       twelve
(12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 9(d))
below;


 


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


 


(e)       the
Expiration Date indicated in your Stock Option Grant Notice; and


 


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


 


If
your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock
Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date
of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or
Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but
cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services
to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your
option more than three (3) months after the date your employment with the Company or an Affiliate terminates.


 


10.          Exercise.


 


(a)       You
may exercise the vested portion of your option (and the unvested portion of your option if your Stock Option Grant Notice so permits)
during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents
and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes
to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such
additional documents as the Company may then require.


 


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


 






    3.


     


    

 


(c)       If
your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option
that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your option.


 


(d)       By
exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares
of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the
Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up
Period”); provided, however, that nothing contained in this section will prevent the exercise of a
repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other
agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of
Common Stock (or other securities) of the Company held by you will be bound by this Section 10(d). The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 10(d) and will have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.


 


11.          Transferability.
Except as otherwise provided in this Section 11, your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you. 


 


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



 


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


 


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


 






    4.


     


    

 


12.          Right
of First Refusal. Shares of Common Stock that you acquire upon exercise
of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such
time the Company elects to exercise its right. The Company’s right of first refusal will expire on the first date upon which
any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation
system.


 


13.          Right
of Repurchase. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise
its right, the Company will have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to
the exercise of your option. In addition, the Company will have the right to repurchase all of the shares of Common Stock you
acquire pursuant to the exercise of your option upon termination of your Continuous Service for Cause. Such repurchase will be
at the exercise price you paid to acquire the shares and will be effected pursuant to such other terms and conditions, and at
such time, as the Company will determine. 


 


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


 


15.          Withholding
Obligations.


 


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


 


(b)       If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the maximum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of your option as a liability for financial accounting purposes). Any adverse consequences
to you arising in connection with such share withholding procedure will be your sole responsibility.


 


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


 






    5.


     


    

 


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


 


17.           Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be
deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company
may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic
means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent to receive
such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


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


 




    6.


     


    

 


Attachment
II


 


2017
Equity Incentive Plan


 




    


     


    

 


Attachment
III


 


NOTICE
OF EXERCISE


 


3-V
Biosciences, Inc. 


 


____________________


 


____________________


 


 Date
of Exercise: _______________


 


This
constitutes notice to 3-V Biosciences, Inc. (the “Company”) under my stock option that I elect to purchase
the below number of shares of Common Stock of the Company (the “Shares”) for the exercise 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:	$______________	$______________
	 	 	 
	Regulation
    T Program (cashless exercise1):	$______________	$______________
	 	 	 
	Value
    of ________ Shares delivered herewith2:	$______________	$______________]


 


By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 3-V Biosciences,
Inc. 2017 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding
obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option,
to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares 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
are issued upon exercise of this option.


 


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


 





 






1
Shares must meet the public trading requirements set forth in the option agreement.


2
Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms
of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates
must be endorsed or accompanied by an executed assignment separate from certificate.


 






    2.


     


    

 


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


 


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


 


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


 


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


 


I
further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer,
make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer
period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar
rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements
as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such period.


 





	 	Very truly
    yours,
	 	 
	 	Signature
	 	 
	 	Print Name
	 	 
	 	Address of Record:
	 	 
	 	 
	 	 







 




    3.


     


    

 


Attachment
IV


 


Early
Exercise Stock Purchase Agreement


 


This
Agreement is made by and between
3-V Biosciences, Inc., a Delaware corporation (the “Company”), and _______________ (“Purchaser”).


 


Witnesseth:


 


Whereas,
Purchaser holds a stock option
dated _______________ to purchase shares of common stock (“Common Stock”) of the Company (the “Option”)
pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”); and


 


Whereas,
the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and


 


Whereas,
Purchaser desires to exercise
the Option on the terms and conditions contained herein; and


 


Whereas,
Purchaser wishes to take advantage
of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement;


 


Now,
therefore, it is agreed between
the parties as follows:


 


1.             Incorporation
of Plan and Option by Reference. This Agreement is subject to all of the terms and conditions as set forth in the Plan
and the Option. If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms
of the Plan shall control. If there is a conflict between the terms of this Agreement and the terms of the Option, the terms of
the Option shall control. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions
as in the Plan. Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same
definitions as in the Option.


 


2.             Purchase
and Sale of Common Stock. 


 


(a)       Agreement
to purchase and sell Common Stock. Purchaser hereby agrees to purchase from
the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of       (   )
shares of Common Stock at $      per share, for an aggregate purchase price of $     ,
payable as follows:


 





	Cash, check,
    bank draft or money order payable to the Company	$__________
	 	 
	Value of ______ shares
    of Common Stock1	$__________
	 	 
	Total Exercise Price	$__________.





 





 






1       Shares
must meet the public trading requirements set forth in the Option. Shares must be valued in accordance with the terms of the Option
being exercised, must have been owned for the minimum period required in the Option and must be owned free and clear of any liens,
claims, encumbrances or security interest. Certificates must be endorsed or accompanied by an executed stock assignment.


 








    


     


    




 


(b)       Closing.
The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company
immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided,
however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not
be exercised, and the closing shall be delayed, until such stockholder approval is obtained. If such stockholder approval is not
obtained within the time limit specified in the Plan, then this Agreement shall be null and void.


 


3.            Unvested
Share Repurchase Option.


 


(a)       Repurchase
Option. In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the
 “Repurchase Option”) for a period of ninety (90) days after said termination (or in the case of shares
issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or
such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal
representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not
as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option
Grant Notice (the “Unvested Shares”). 


 


(b)       Share
Repurchase Price. The Company may repurchase all or any of the Unvested Shares
at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or (ii)
the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant Notice.


 


4.             Exercise
of Repurchase Option. The Repurchase Option shall be exercised by written notice signed by such person as designated
by the Company, and delivered or mailed as provided herein. Such notice shall identify the number of shares of Common Stock to
be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled
by the Company within the term of the Repurchase Option set forth above. The Company shall be entitled to pay for any shares of
Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness
owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or
by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the
Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest therein
or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased by the
Company, without further action by Purchaser.


 


5.            Capitalization
Adjustments to Common Stock. In the event of a Capitalization Adjustment, then any and all new, substituted or additional
securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of Common Stock shall be
immediately subject to the Repurchase Option and be included in the word “Common Stock” for all purposes of the Repurchase
Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to
the extent the Common Stock is, at the time, covered by such Repurchase Option. While the total Option Price shall remain the
same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately
adjusted.


 


6.             Corporate
Transactions. In the event of a Corporate Transaction, then the Repurchase Option may be assigned by the Company to
the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.
To the extent the Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital
stock or other property received in exchange for the Common Stock in consummation of the Corporate Transaction, but only to the
extent the Common Stock was at the time covered by such right. Appropriate adjustments shall be made to the price per share payable
upon exercise of the Repurchase Option to reflect the Corporate Transaction upon the Company’s capital structure; provided,
however, that the aggregate price payable upon exercise of the Repurchase Option shall remain the same.


 






    2.


     


    

 


7.             Escrow
of Unvested Common Stock. As security for Purchaser’s faithful performance of the terms of this Agreement and
to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided
for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary’s
designee (“Escrow Agent”), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed
(with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing
all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said
Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B, attached hereto and
incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder.


 


8.             Rights
of Purchaser. Subject to the provisions of the Option, Purchaser shall exercise all rights and privileges of a stockholder
of the Company with respect to the shares deposited in escrow. Purchaser shall be deemed to be the holder of the shares for purposes
of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating
to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Repurchase Option.


 


9.             Limitations
on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall
not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock
is subject to the Repurchase Option. After any Common Stock has been released from the Repurchase Option, Purchaser shall not
sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with
the provisions herein and applicable securities laws. Furthermore, the Common Stock shall be subject to any right of first refusal
in favor of the Company or its assignees that may be contained in Purchaser’s Stock Option Agreement.


 


10.           Restrictive
Legends. All certificates representing the Common Stock shall have endorsed thereon legends in substantially the following
forms (in addition to any other legend which may be required by other agreements between the parties hereto):


 


(a)       “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY
TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”


 


(b)       “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”


 






    3.


     


    

 


(c)       “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S)
AS PROVIDED IN THE BYLAWS OF THE COMPANY AND IN AN AGREEMENT WITH THE COMPANY.”


 


(d)       “THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF AN INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK
OPTION.


 


(e)       “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.”


 


(f)       Any
legend required by appropriate blue sky officials.


 


11.           Investment
Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following:


 


(a)       Purchaser
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 Common Stock. Purchaser is acquiring the Common Stock for investment
for Purchaser’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.


 


(b)       Purchaser
understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c)       Purchaser
further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered
under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that
the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common
Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or
such registration is not required in the opinion of counsel for the Company. 


 


(d)       Purchaser
is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof
(or from an affiliate of such issuer), 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 issuance of the securities, such issuance 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, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject
to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser’s
Stock Option Agreement and Section 12 below.


 


(e)       In
the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may
be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things:
(i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding
period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities
to be sold.


 






    4.


     


    

 


(f)       Purchaser
further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make
such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current
information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock
under Rule 144 or 701 even if the minimum holding period requirement had been satisfied.


 


(g)       Purchaser
further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company
or any of its officers, directors or controlling persons, or (ii) the capacity to protect his own interests in connection with
the purchase of the Common Stock by virtue of the business or financial expertise of Purchaser or of professional advisors to
Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.
Purchaser further warrants and represents that Purchaser’s purchase the Common Stock was not accomplished by the publication
of any advertisement.


 


12.           Lock-Up
Period. By exercising the Option, Purchaser agrees not to sell, dispose of, transfer, make any short sale of, grant
any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any
shares of Common Stock or other securities of the Company held by Purchaser, for a period of one hundred eighty (180) days following
the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary
to permit compliance with FINRA Rule 2241 and similar rules or regulations (the “Lock-Up Period”); provided,
however, that nothing shall prevent the exercise of the Repurchase Option during the Lock-Up Period. Purchaser further agrees
to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are
consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to Purchaser’s shares of Common Stock until the end of such
period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have
the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


13.           Section
83(b) Election. Purchaser understands that Section 83(a) of the Code
taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock
as of the date any restrictions on the Common Stock lapse. In this context, “restriction” includes the right of the
Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may
elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing
an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service
within thirty (30) days of the date of purchase. Even if the fair market value of the Common Stock at the time of the execution
of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a)
in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax
consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with
his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that
the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common
Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to
seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign
country in which Purchaser may reside, and the tax consequences of Purchaser’s death. PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’s RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION
83(B) of the Code. The Company and its legal counsel WILL NOT assume responsibility for failure to file the 83(b) Election in
a timely manner under any circumstances. PURCHASER ASSUMES ALL RESPONSIBILITY FOR PAYING ALL TAXES RESULTING FROM SUCH
ELECTION OR THE LAPSE OF THE RESTRICTIONS ON THE COMMON STOCK. Forms of 83(b) Election are attached hereto as Exhibit C
for reference.


 






    5.


     


    

 


14.         Refusal
to Transfer. The Company shall not be required (a) to transfer on its books any shares of Common Stock of the Company
which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner
of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have
been so transferred.


 


15.         No
Employment Rights. This Agreement is not an employment contract and nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason at any
time, with or without cause and with or without notice.


 


16.         Miscellaneous.


 


(a)       Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if
not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been
sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at
such other address as such party may designate by ten (10) days advance written notice to the other party hereto.


 


(b)       Successors
and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the
Repurchase Option hereunder at any time or from time to time, in whole or in part.


 


(c)       Attorneys’
Fees; Specific Performance. Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance
of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’
fees. It is the intention of the parties that the Company, upon exercise of the Repurchase Option and payment for the shares repurchased,
pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such
Common Stock available for future issuance without dilution of the holdings of other stockholders. Furthermore, it is expressly
agreed between the parties that money damages are inadequate to compensate the Company for the Common Stock and that the Company
shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive
said Common Stock.


 


(d)       Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties
agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the
district encompassing the Company’s principal place of business.


 






    6.


     


    

 


(e)       Further
Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate
this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection
with or otherwise qualify the issuance of the securities that are the subject of this Agreement. 


 


(f)       Independent
Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley llp,
counsel to the Company and that Cooley llp does not represent, and is not acting
on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect
to this Agreement.


 


(g)       Entire
Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.


 


(h)       Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted
as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(i)       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).


 


The
parties hereto have executed this Agreement as of _______________.





 





	 	 
	 	3-V
    Biosciences, Inc.


	 	 	 
	 	By	 
	 	 	 


	 	Name	 
	 	 	 


	 	Title	 




 


	 	Purchaser
	 	 
	 	Signature
	 	 
	 	Name (Please print)







 


Attachments: 


 


Exhibit
A                Assignment Separate from Certificate


Exhibit
B                Joint Escrow Instructions


Exhibit
C                Forms of Section 83(b) Election


 




    7.


     


    

 


Exhibit
A


 


STOCK
ASSIGNMENT SEPARATE FROM CERTIFICATE


 


For
Value Received, _______________________
hereby sells, assigns and transfers unto 3-V Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to
the Repurchase Option under that certain Early Exercise Stock Purchase Agreement, dated _______________ by and between the undersigned
and the Company (the “Agreement”), _______________ (_______________) shares of Common Stock of the Company standing
in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ and does hereby
irrevocably constitute and appoint the Company’s Secretary attorney-in-fact to transfer said Common Stock on the books of
the Company with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to
the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned
pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Repurchase Option under
the Agreement.


 


Dated:
_______________





	 	 
	 	(Signature)
	 	 
	 	(Print Name)




 


(Instruction:
Please do not fill in
any blanks other than the “Signature” line and the “Print Name” line.)


 




    


     


    

Exhibit
B


 


JOINT
ESCROW INSTRUCTIONS


 


Secretary


3-V
Biosciences, Inc.


1050
Hamilton Court


Menlo
Park, CA 94025


 


Dear
Sir or Madam:


 


As
Escrow Agent for both 3-V Biosciences, Inc., a Delaware corporation (“Company”),
and the undersigned purchaser of Common Stock of the Company (“Purchaser”), you are hereby authorized and directed
to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement (“Agreement”),
dated _______________ to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following
instructions:


 


1.             In
the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or
its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased,
the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said
notice.


 


2.            At
the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number
of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be
transferred, to the Company against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment
of cancellation of indebtedness) of the number of shares of Common Stock being purchased pursuant to the exercise of the Repurchase
Option.


 


3.             Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder
and any additions and substitutions to said shares as specified in the Agreement. Purchaser does hereby irrevocably constitute
and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate
to make all securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate
filing with state or government officials or bank officials. Subject to the provisions of this paragraph 3, Purchaser shall exercise
all rights and privileges of a stockholder of the Company while the stock is held by you.


 


4.             This
escrow shall terminate and the shares of stock held hereunder shall be released in full upon the expiration or exercise in full
of the Repurchase Option, whichever occurs first.


 


5.             If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging
to Purchaser, you shall deliver all of same to Purchaser and shall be discharged of all further obligations hereunder; provided,
however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this
escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other
person designated by the Company.


 


6.             Except
as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.


 






    


     


    

 


7.            You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties or their assignees. You shall not be personally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act done or omitted by you pursuant to
the advice of your own attorneys shall be conclusive evidence of such good faith.


 


8.            You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall
not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.


 


9.            You
shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting
to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.


 


10.          You
shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.


 


11.          Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign
by written notice to the Company party. In the event of any such termination, the Secretary of the Corporation shall automatically
become the successor Escrow Agent unless the Company shall appoint another successor Escrow Agent, and Purchaser hereby confirms
the appointment of such successor as Purchaser’s attorney-in-fact and agent to the full extent of your appointment.


 


12.          If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.


 


13.          It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of
the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said
securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final
order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected,
but you shall be under no duty whatsoever to institute or defend any such proceedings.


 


14.          Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery,
including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at
such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:


 





	 	Company:	3-V Biosciences, Inc.
	 	 	1050 Hamilton Court
	 	 	Menlo Park, CA 94025
	 	 	Attn: Chief Financial Officer


 


	 	Purchaser:	 	 
	 	 	 	 
	 	 	 	 


 






    2.


     


    

 


	 	Escrow Agent:	3-V Biosciences, Inc.
	 	 	1050 Hamilton Court
	 	 	Menlo Park, CA 94025
	 	 	Attn: Corporate Secretary







 


15.          By
signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you
do not become a party to the Agreement.


 


16.          You
shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley llp)
as you may deem necessary properly to advise you in connection with your obligations hereunder. You may rely upon the advice
of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated
by such legal counsel in connection with your obligations hereunder.


 


17.          This
instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow
Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to
time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.


 


18.          This
Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware.


 








	 	Very truly yours,
	 	 
	 	3-V
    Biosciences, Inc.


	 	 	 
	 	By	 
	 	 	 


	 	Name:	 
	 	 	 


	 	Title	 



 


	 	Purchaser:
	 	 
	 	Signature
	 	 
	 	Name (Please Print)










 


Escrow
Agent:


  





 






Secretary,
3-V Biosciences, Inc.


 




    3.


     


    

Exhibit
C


 


Section
83(b)
Election


(for
Stock Acquired under Nonstatutory Stock Option)


 


[•],
20__


 


Department
of the Treasury


Internal
Revenue Service


[City,
State Zip]1


 


		Re:	Election
                                         Under Section 83(b)



 


Ladies
and Gentlemen:


 


The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in
gross income as compensation for services the excess (if any) of the fair market value of the shares described below over the
amount paid for those shares. The following information is supplied in accordance with Treasury Regulation § 1.83-2:


 


		1.	The
                                         name, social security number, address of the undersigned, and the taxable year for which
                                         this election is being made are:



 





	 	Name:	____________	 
	 	Social Security Number:	____________	 
	 	Address:	____________	 
	 	 	____________	 







Taxable
year: Calendar year 20__.


 


		2.	The
                                         property that is the subject of this election: [#]
                                         shares of common stock of 3-V Biosciences, Inc., a Delaware corporation (the “Company”).



 


3.             The
property was transferred on: [•], 20__.


 


		4.	The
                                         property is subject to the following restrictions: 



 


The
shares are subject to repurchase at less than their fair market value if the undersigned does not continue to provide services
for the Company for a designated period of time. The risk of repurchase lapses over a specified vesting period..


 


		5.	The
                                         fair market value of the property at the time of transfer (determined without regard
                                         to any restriction other than a nonlapse restriction as defined in Treasury Regulation
                                         § 1.83-3(h)): $[•] per share
                                         x [#] shares = $[•].



 


		6.	For
                                         the property transferred, the undersigned paid: $[•]
                                         per share x [#] shares = $[•].



 





 






1
Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS office where the person
otherwise files his or her tax return. See http://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040.
Use the address in the row which includes the state in which the service provider lives and in the column entitled “And
you ARE NOT enclosing a payment”.


 






    4.


     


    

 


		7.	The
                                         amount to include in gross income is: $[•].2



 


The
undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual
income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished
to the person for whom the services were performed and the transferee of the property, if any. Additionally, the undersigned will
include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The
undersigned is the person performing the services in connection with which the property was transferred. 


 





	 	Very
    truly yours,
	 	 
	 	[Name]







 





 






2
This should equal the amount in Item 5 minus the amount in Item 6, and in many cases will be $0.00. 


 




    5.


     


    

 


Section
83(b)
Election


(for
Stock Acquired under Incentive Stock Option)


 


[•],
20__


 


Department
of the Treasury 


Internal
Revenue Service 


[City,
State Zip]1


 


		Re:	Election
                                         Under Section 83(b)



 


Ladies
and Gentlemen:


 


The
undersigned taxpayer hereby elects, pursuant to the provisions of Sections 55-56 and 83(b) of the Internal Revenue Code of 1986,
as amended (the “Code”), to include in alternative minimum taxable income for the undersigned’s
current taxable year, as compensation for services, the excess, if any, of the fair market value of the property described below
at the time of transfer over the amount paid for such property. The undersigned also elects pursuant to Section 83(b) of the Code
to include in gross income for the taxable year in which the undersigned disposes of some or all of the property described below
in a transaction which fails to satisfy the requirements of Section 422(a)(1) of the Code (a “disqualifying disposition”),
as compensation for services, the lesser of (i) the excess, if any, of the fair market value of the disposed property at the time
of transfer to the undersigned over the amount paid for such property; or (ii) the excess, if any of the amount realized by the
undersigned in the disqualifying disposition over the amount paid for such property at the time of its transfer to the undersigned.


 


The
following information is supplied in accordance with Treasury Regulation § 1.83-2:


 


		1.	The
                                         name, social security number, address of the undersigned, and the taxable year for which
                                         this election is being made are:






	 	Name:	____________	 
	 	Social Security Number:	____________	 
	 	Address:	____________	 
	 	 	____________	 





Taxable
year: Calendar year 20__.


 


		2.	The
                                         property that is the subject of this election: [
                                         #]
                                         shares of common stock of 3-V Biosciences, Inc, a Delaware corporation (the “Company”).



 


		3.	The
                                         property was transferred on: [•],
                                         20__.





 





 






1
Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS office where the person
otherwise files his or her tax return. See http://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040.
Use the address in the row which includes the state in which the service provider lives and in the column entitled “And
you ARE NOT enclosing a payment”.


 






    


     


    

 


		4.	The
property is subject to the following restrictions:


 


The
shares are subject to repurchase at less than their fair market value if the undersigned does not continue to provide services
for the Company for a designated period of time. The risk of repurchase lapses over a specified vesting period.


 


		5.	The
                                         fair market value of the property at the time of transfer (determined without regard
                                         to any restriction other than a nonlapse restriction as defined in Treasury Regulation
                                         § 1.83-3(h)): $[ •]
                                         per share x [#] shares = $[ •].



 


		6.	For
                                         the property transferred, the undersigned paid:
                                         $[•]
                                         per share x [#] shares = $[•].



 


		7.	The
                                         amount to include in gross income is: $[ •].2



 


The
undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual
income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished
to the person for whom the services were performed and the transferee of the property, if any. Additionally, the undersigned will
include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The
undersigned is the person performing the services in connection with which the property was transferred. 


 





	 	Very
    truly yours,
	 	 
	 	[Name]


 





 






2
This should equal the amount in Item 5 minus the amount in Item 6, and in many cases will be $0.00.


 




    2.


     


    

Instructions
for Filing Section 83(b)
Election


 


Attached
is a form of election under Section 83(b) of the Internal Revenue Code and an accompanying IRS cover letter. Please fill in your
social security number and sign the election and cover letter, then proceed as follows:


 


		(a)	Make
                                         four copies of the completed election form and one copy of the IRS cover letter.



 


		(b)	Send
                                         the original election form and cover letter, the copy of the cover letter, and a self-addressed
                                         stamped return envelope to the Internal Revenue Service Center where you would otherwise
                                         file your tax return. Even if an address for an Internal Revenue Service Center is already
                                         included in the forms below, it is your obligation to verify such address. This can be
                                         done by searching for the term “where to file” on www.irs.gov or by
                                         calling 1 (800) 829-1040. Sending the election via certified mail, requesting a return
                                         receipt, is also recommended.



 


		(c)	Deliver
one copy of the completed election form to 3-V BIOSCIENCES, Inc.



 


		(d)	Attach
                                         one copy of the completed election form to your federal personal income tax return (Form
                                         1040) when you file it for the year of exercise.



 


		(e)	Attach
                                         one copy of the completed election form to your state personal income tax return when
                                         you file it for the year of exercise (assuming you file a state income tax return).



 


		(f)	Retain
one copy of the completed election form for your personal permanent records.



 


Note:
An additional copy of the completed election form must be delivered to the transferee (recipient) of the property if the service
provider and the transferee are not the same person.


 


Please
note that the election must be filed with the IRS within 30 days of the date of your stock option early exercise. Failure to file
within that time will render the election void and you may recognize ordinary taxable income as your vesting restrictions lapse.
3-V BIOSCIENCES, Inc. and its counsel cannot assume responsibility for failure to file the election in a timely manner under any
circumstances.


 




    3.


     


    

[
 •], 20__


 


RETURN
SERVICE REQUESTED


 


Department
of the Treasury


Internal
Revenue Service


[City,
State Zip]


 


		Re:	Election
                                         Under Section 83(b) of the Internal Revenue Code



 


Dear
Sir or Madam:


 


Enclosed
please find an executed form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, filed with respect
to an interest in 3-V Biosciences, Inc.


 


Also
enclosed is a copy of this letter and a stamped, self-addressed envelope. Please acknowledge receipt of these materials by marking
the copy when received and returning it to the undersigned.


 


Thank
you very much for your assistance.


 





	 	Very
    truly yours,
	 	 
	 	[Name]


 


Enclosures


 








    4.


     


    

 


NOTICE
OF EXERCISE


 


Sagimet
Biosciences Inc. 


155
Bovet Rd., Suite 303


San
Mateo, CA 94402


 


 Date
of Exercise: _______________


 


This
constitutes notice to Saigmet Biosciences Inc. (the “Company”) under my stock option that I elect to
purchase the below number of shares of Common Stock of the Company (the “Shares”) for the exercise 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:	$______________	$______________
	 	 	 
	Regulation T Program
    (cashless exercise1):	$______________	$______________
	 	 	 
	Value of ________ Shares
    delivered herewith2:	$______________	$______________]


 


By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Sagimet Biosciences
Inc. 2017 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding
obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option,
to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares 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
are issued upon exercise of this option.


 


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


 





 






1
Shares must meet the public trading requirements set forth in the option agreement.


2
Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms
of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates
must be endorsed or accompanied by an executed assignment separate from certificate.


 






    


     


    

 


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


 


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


 


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


 


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


 


I
further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer,
make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer
period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar
rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements
as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such period.


 





	 	Very truly
    yours,
	 	 
	 	Signature
	 	 
	 	Print Name
	 	 
	 	Address of Record:
	 	 
	 	 
	 	 




 






    2.