Exhibit 10.3


 




BIO-PATH HOLDINGS, INC.

2017 STOCK INCENTIVE PLAN


 


NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT


 


This Non-Qualified
Stock Option Award Agreement (the “Agreement”) is made and entered into as of the award date set forth
below (the “Award Date”) by and between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”),
and the participant named below (the “Participant”). Capitalized terms not defined herein shall have
the meaning ascribed to them in the Company’s 2017 Stock Incentive Plan (the “Plan”).


 


Participant: ___________________________________


 


Total Award Shares: ______ Shares


 


Exercise Price Per Share: $__________/Share


 


Award Date: _________ ___, 20__


 


Expiration Date: _________ ___, 20__


 


Section 1.              
Grant of Award. The Company hereby grants
to Participant Non-Qualified Stock Options (this “Award”) to purchase the total number of Shares of the
Company set forth above as Total Award Shares (the “Shares”) at the Exercise Price Per Share set forth
above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan.
These stock options (the “Stock Options”) are not intended to qualify as “incentive stock options”
under Code Section 422.


 


Section 2.              
Vesting Schedule. The Award shall initially
be unvested and unexercisable. The Award shall become exercisable upon vesting in accordance with the following schedule, provided
the Participant is in Continuous Service with the Company (or an Affiliate) on the applicable Vesting Date:


 


	Percentage	Vesting Date
	 	 
	 	 
	 	 


 


Notwithstanding the
foregoing, the Plan Administrator may, in its sole discretion, provide that the vesting of any or all Stock Options granted pursuant
to this Agreement will accelerate immediately prior to the consummation of a Change in Control, provided the Participant remains
in Continuous Service as of such date. If the Plan Administrator exercises such discretion with respect to the Stock Options, the
Stock Options will become exercisable to the extent provided by the Plan Administrator prior to the consummation of the Change
in Control at such time and on such conditions as the Plan Administrator determines, and any vested Stock Options not


 




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exercised prior to the consummation of
such event shall terminate at such time as determined by the Plan Administrator.


 


Section 3.              
Exercise of Stock Options. Each Stock
Option shall be exercisable during the Award Term to the extent provided under this Section 3.


 


3.1             
Exercise Period.


 


(i)                
Voluntary Termination of Service. In the event Participant is terminated for any reason (other than upon Participant’s
death, Disability, Retirement by a Director, or for Cause, or upon occurrence of a Breach Event), Participant may thereafter exercise
the vested portion of this Award (to the extent that Participant was entitled to exercise this Award as of the Termination Date)
but only within such period of time ending on the earlier of (A) the date that is three (3) months following Participant’s
Termination Date and (B) the Expiration Date. If, after termination, Participant does not exercise this Award within the time specified
herein, this Award shall terminate and will no longer be exercisable.


 


(ii)             
Death of Participant. In the event Participant is terminated by reason of Participant’s death, Participant’s
estate, heirs or designated beneficiary, as applicable, may thereafter exercise this Award (to the extent that Participant was
entitled to exercise this Award as of the Termination Date) but only within such period of time ending on the earlier of (A) twelve
(12) months following the Participant’s death and (B) the Expiration Date. If, after Participant’s death, Participant’s
estate, heirs or designated beneficiary has not exercised this Award within the time specified herein, this Award shall terminate
and will no longer be exercisable.


 


(iii)           
Disability of Participant. In the event Participant is terminated by reason of Participant’s Disability, Participant
(or his legal representative) may thereafter exercise this Award (to the extent that Participant was entitled to exercise this
Award as of the Termination Date) but only within such period of time ending on the earlier of (A) twelve (12) months following
the Participant’s Termination Date and (B) the Expiration Date. If, after termination, Participant, or his legal representative,
has not exercised this Award within the time specified herein, this Award shall terminate and will no longer be exercisable.


 


(iv)            
Termination for Cause or Occurrence of a Breach Event. Notwithstanding any provision herein to the contrary, in the
event Participant is terminated for Cause or upon the occurrence of a Breach Event, this Stock Option, whether or not vested, shall
immediately terminate and will no longer be exercisable.


 


(v)              
Retirement of Director. In the event of the Retirement of a Participant who is a Director, such Participant shall
be entitled to exercise this


 




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Award (to the extent that Participant
was entitled to exercise this Award as of the date of Retirement) until the Expiration Date.


 


(vi)            
Expiration of Stock Option. This Award will expire on the Expiration Date set forth above, or earlier as provided
in this Agreement or the Plan.


 


3.2             
Manner of Exercise.


 


(i)                
Stock Option Exercise Agreement. To exercise this Award, Participant (or his legal representative, estate, heirs,
or designated beneficiary, as the case may be) must deliver to the Company an executed Exercise Agreement in the form attached
hereto as Appendix I, and, if applicable, spousal consent, and such other documents as may be required by the Company and
the Plan Administrator. If someone other than Participant exercises this Stock Option, then such person must submit documentation
reasonably acceptable to the Company verifying that such person has the legal right to exercise this Award under the Plan. The
Award shall be deemed exercised as of the date: (i) the Company receives (A) the fully executed Exercise Agreement, including spousal
consent if applicable and (B) payment of the aggregate Exercise Price, and (ii) all other applicable terms and conditions of this
Agreement and the Plan are satisfied including applicable tax withholding), as determined in the sole discretion of the Plan Administrator.


 


(ii)             
Limitations on Exercise. This Award must be exercised in whole Shares and may not be exercised for less than one
(1) Share.


 


(iii)           
Payment. Except as otherwise permitted by the Plan Administrator, the Exercise Price for the Shares being purchased
and the amount of the applicable federal, state and local tax withholding imposed upon exercise of this Stock Option may be paid
pursuant to the following methods:


 


(A)            
by cash, wire transfer, certified check or bank draft;


 


(B)             
by execution of a promissory note, to be submitted with a stock power, endorsed in blank relating to the Shares held as
collateral for such note;


 


(C)             
by “net exercise”, pursuant to which the Company withholds from the Shares that would otherwise be issued upon
exercise of an Award that number of Shares with a Fair Market Value equal to the Exercise Price for the Award;


 


(D)            
through a broker-dealer acting on behalf of Participant if (i) the broker-dealer has received a fully and duly endorsed
copy of the Award Agreement and a fully and duly endorsed notice of exercise or purchase, along with written instructions signed
by Participant requesting that the Company deliver Shares to the broker-dealer to be held in a


 




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designated account on behalf
of Participant; (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon grant, exercise,
or vesting; and (iii) the broker-dealer and Participant have otherwise complied with applicable securities laws;


 


(E)             
through the delivery of unrestricted Shares having a Fair Market Value equal to the Exercise Price and owned by Participant
for more than six (6) months (or such shorter or longer period of time as is necessary to avoid a charge to earnings on the Company’s
financial statements) or that otherwise meet the conditions established by the Company to avoid adverse accounting consequences
(as determined by the Company);


 


(F)             
by any combination of the foregoing or other methods authorized by the Plan Administrator.


 


(iv)            
Issuance of Shares. Upon satisfaction of the foregoing provisions of this subsection 3.2, Participant
shall become a stockholder of record. The Company may, but is not required to, issue certificated Shares registered in the name
of Participant, which may include the appropriate legends affixed thereto.


 


Section
4.               Consent
of Spouse. If the Participant is married as of the date of this Agreement, the Participant’s spouse shall
execute and deliver to the Company a Consent of Spouse in the form attached hereto as Appendix II, effective on the date
hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse
any rights in the Restricted Shares that do not otherwise exist by operation of law or the
agreement of the parties. If the Participant should marry or remarry subsequent to the date of this Agreement, the Participant
shall within 60 days thereafter obtain his or her new spouse’s acknowledgement of and consent to the existence and binding
effect of all restrictions contained in this Agreement by such spouse’s executing and delivering a Consent of Spouse in the
form of Appendix II.


 


Section 5.              
Restrictions on Transfer. Absent the written
approval of the Plan Administrator, the Award may not be transferred in any manner other than by will or by the laws of descent
and distribution and, during the lifetime of Participant, only Participant (or, in the event of Participant’s incapacity,
Participant’s legal representative) may exercise this Stock Option.


 


Section 6.              
No Obligation to Employ. Nothing in the
Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company
or any Affiliate, or limit in any way the right of the Company or any Affiliate to terminate Participant’s employment or
other relationship at any time, with or without Cause.


 


Section 7.              
Rights as a Stockholder. Participant shall
not have any of the rights of a stockholder as a result of the grant of this Award or the vesting of the Stock Options. Upon exercise
of vested Stock Options, Participant shall become a stockholder of record and will have all of the rights of a stockholder of the
Company with respect to the Shares from and after the


 




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date that Shares are issued to Participant
until such time as Participant disposes of the Shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date on which the SARs are exercised.


 


Section 8.              
Compliance with Laws and Regulations.
The exercise of a Stock Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant
with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange
on which the Company’s Common Stock may be listed at the time of such issuance or transfer.


 


Section 9.              
Tax Consequences. Set forth below is a
brief summary as of the effective date of the Plan of some of the federal and state tax consequences upon exercise of a Stock Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
PARTICIPANT SHOULD CONSULT A TAX ADVISOR.9.1 


 


9.1             
Grant of Award. There will be no regular federal or state income tax liability upon the grant of the Award.


 


9.2             
Vesting of Award. There will be no regular federal or state income tax liability upon vesting of the Award. However,
there may be federal and state employment taxes due upon vesting of the Award.


 


9.3             
Exercise of Stock Option. There may be regular U.S. Federal and state income tax liability upon the exercise of this
Stock Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a
current or former employee of the Company or a Subsidiary or an Affiliate, the Company or such Subsidiary or Affiliate may be required
to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.


 


9.4             
Disposition of Shares. If the Shares are held for one (1) year or less following the date of the purchase of the
Shares pursuant to the exercise of this Stock Option, any gain realized on disposition of the Shares will be treated as short-term
capital gain. If the Shares are held for more than one (1) year after the date of the purchase of the Shares pursuant to the exercise
of this Stock Option, any gain realized on disposition of the Shares will be treated as long-term capital gain.


 


9.5             
Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax,
social security, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or
undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Stock Options
under this Award or the subsequent sale of any Shares acquired upon exercise of a Stock Option; and (ii) does


 




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not commit to structure this
Award to reduce or eliminate the Participant’s liability for Tax-Related Items.


 


Section 10.          
Notices. Any notice required to be given
or delivered to the Plan Administrator or the Company under the terms of this Agreement shall be in writing (including a writing
delivered by facsimile transmission or electronic mail) and addressed to the Plan Administrator at the principal corporate office
of the Company. Any notice required to be given or delivered to Participant shall be in writing (including a writing delivered
by facsimile transmission or electronic mail) and addressed to Participant at the address indicated above or to such other address
as such party may designate in writing from time to time to the Plan Administrator. All notices shall be deemed to have been given
or delivered upon: (a) personal delivery; (b) five (5) days after deposit in the United States mail by certified or registered
mail (return receipt requested); (c) one (1) business day after deposit with any return receipt express courier (prepaid); or (d)
when receipt is acknowledged after transmission by facsimile or electronic mail.


 


Section 11.          
Interpretation. Any dispute regarding
the interpretation of this Agreement shall be resolved by the Plan Administrator, which decision shall be final and binding on
the Company and Participant. In the event of an ambiguity, the Plan Administrator shall, to the extent necessary, interpret this
Agreement in a manner that is intended to ensure that the Award is exempt from or compliant with Code Section 409A.


 


Section 12.          
Successors and Assigns. The Company may
assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to applicable restrictions on transfer, this Agreement shall be binding upon Participant and
Participant’s heirs, executors, administrators, legal representatives and designated beneficiary.


 


Section 13.          
Governing Law. To the extent not otherwise
preempted by federal law, the validity, construction and effect of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its conflict of law principles.


 


Section 14.          
Choice of Forum. Participant hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state courts of Delaware (and if
jurisdiction in the state courts of Delaware shall be unavailable, the Federal courts of the United States of America sitting in
the state of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Exercise Agreement, the Shares issued in connection herewith or for recognition or enforcement of any judgment relating thereto,
and Participant hereby (i) agrees not commence any such action or proceeding except in the state courts of Delaware (and if jurisdiction
in the state courts of Delaware shall be unavailable, the Federal courts of the United States of America sitting in the state of
Delaware), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the state courts
of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable, the Federal courts of the United States
of America sitting in the state of Delaware), and any appellate court from any thereof, (iii) waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of


 




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venue of any such action or proceeding
in the state courts of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable, the Federal courts of
the United States of America sitting in the state of Delaware), and (iv) waives, to the fullest extent it may legally and effectively
do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the state courts of Delaware (and
if jurisdiction in the state courts of Delaware shall be unavailable, the Federal courts of the United States of America sitting
in the state of Delaware).


 


Section 15.          
Waiver of Jury Trial. EACH
OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING
TO A DISPUTE ARISING OUT OF OR RELATING TO THIS EXERCISE AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.


 


Section 16.          
Amendment of Award. The Plan Administrator
may amend, modify or terminate this Agreement at any time prior to payment or exercise in any manner not inconsistent with the
terms of this Plan; provided, however, that Participant’s rights under this Award shall not be impaired by such amendment
unless (i) Participant consents in writing or (ii) the Plan Administrator determines that the amendment is required to ensure that
the Award is exempt from or compliant with Code Section 409A.


 


Section 17.          
Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format
(.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will
have the same effect as physical delivery of the paper document bearing an original signature.


 


Section 18.          
Discretionary Nature of Plan.
The grant of this Award does not create any contractual right or other right to receive any Awards in the future. Future Awards,
if any, will be at the sole discretion of the Plan Administrator. Any amendment, modification, or termination of the Plan shall
not constitute a change or impairment of the terms and conditions of the Participant’s employment or other service relationship
with the Company (or any Subsidiary or Affiliate).


 


Section 19.          
Severability. If any provision of this
Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable.


 


Section 20.          
Further Instruments. The parties agree
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 Award Agreement.


 


Section 21.          
Headings. The captions and headings of
this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.


 



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Section 22.           Gender
and Number. In construing this Agreement, any masculine terminology herein shall also include the feminine, and the definition
of any term herein in the singular shall also include the plural, except when otherwise indicated by the context.


 


Section 23.          
Entire Agreement. The Plan is incorporated
herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings
and agreements with respect to the subject matter hereof. If any inconsistency should exist between the nondiscretionary terms
and conditions of this Agreement and the Plan, the Plan shall govern and control.


 


Section 24.          
Acceptance. Participant hereby acknowledges
that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and
conditions of the Plan and this Agreement. Participant has had an opportunity to obtain the advice of legal counsel prior to executing
this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Award and disposition
of the Shares, and that Participant should consult a tax advisor prior to such exercise or disposition. Participant attests that
he is relying solely on such advisors and not on any statements or representations of the Plan Administrator, the Company, or any
Affiliate, or any agents thereof. Further, Participant hereby acknowledges and understands that he (and not the Company) shall
be solely responsible for his tax liability that may arise as a result of receiving this Award Agreement.


 


IN WITNESS WHEREOF,
the Company and Participant have caused this Agreement to be executed in duplicate, effective as of the Award Date.


 





	 	BIO-PATH HOLDINGS, INC.
	 	 	 
	 	 	 
	 	By:	                   
	 	 	 
	 	(Please print name)
	 	 	 
	 	 	 
	 	(Please print title)
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	 	 
	 	 	 
	 	(Signature)
	 	 	 
	 	 	 
	 	(Please print name)


 





	 	Address:
	 	 	

	 	 	 
	 	Facsimile:	               
	 	E-mail:	 



 



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APPENDIX I


 


BIO-PATH HOLDINGS, INC.


2017 STOCK INCENTIVE PLAN


 


NON-QUALIFIED STOCK OPTION EXERCISE AGREEMENT


 


This Non-Qualified
Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of _____________________
(the “Effective Date”) by and between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”),
and the individual named below (the “Participant”) pursuant to the Bio-Path Holdings, Inc., 2017 Stock
Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meanings ascribed to
them in the Plan or this Award Agreement.


 


	Participant:  	 	 



 


	Social
    Security Number:  	 	 



 


	Address:  	 	 
	 	 	 
	 	 	 



 


	Email:  	 	 



 


	Telephone
    Number:  	 	 



 


	Fax
    Number:  	 	 




 


Total
Shares to be Purchased: [_______________]


 


Per Share
Exercise Price: [__________________]


 


Aggregate
Exercise Price: [__________________]


 


Award
Date: [_____________________________]


 


Expiration
Date: [__________________________]



 


 


1.       Exercise of
Stock Options.


 


1.1       Exercise.
Pursuant to the exercise of those certain stock options (the “Stock Options”) granted to Participant
under the Plan and the applicable Award Agreement and subject to the terms and conditions of this Exercise Agreement, Participant
hereby purchases from the Company, and the Company hereby sells to Participant, the Total Shares to be Purchased set forth above
(the “Shares”) for the Aggregate Exercise Price set forth above.


 






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1.2       Payment.
Participant hereby delivers payment of the Exercise Price in a form permitted under the applicable Award Agreement and the terms
of the Plan, in the amount of $_________________, receipt of which is acknowledged by the Company.


 


2.       Delivery.


 


2.1       Deliveries by Participant.
Participant hereby delivers to the Plan Administrator (a) this Exercise Agreement, executed by the Participant, (b) the Exercise
Price for the purchase of the Total Shares set forth above and payment or other provision for any applicable tax obligations in
the form of a check or other method permitted under the applicable Award Agreement and the terms of the Plan, and (c) such other
documents as required by the Company or Plan Administrator.


 


2.2       Shares
Issued. Upon receipt of the items described in Section 2.1, the Company shall evidence the issuance of the Shares to
the Participant. If the Company desires to evidence these Shares by means of certificated shares, the Company shall issue a certificate
in the name of Participant for the number of Shares purchased upon exercise of the Stock Option in accordance with this Exercise
Agreement.


 


3.       Rights
as a Stockholder. Upon becoming a stockholder of record, Participant will have all of the rights of a stockholder
of the Company with respect to the Shares from and after the date that Shares are issued to Participant until such time as Participant
disposes of the Shares.


 


4.       Compliance
with Laws and Regulations. The issuance and transfer of the Shares will be
subject to, and conditioned upon compliance by the Company and the Participant with, all applicable federal, state and local laws
and regulations and all applicable requirements of any stock exchange or automated quotation system on which the Shares may be
listed or quoted at the time of such issuance or transfer.


 


5.       Tax
Consequences. Set forth below is a brief summary as of the effective date of the Plan of some of the federal and
state tax consequences of exercise of a Stock Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. RECIPIENT SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING A STOCK OPTION OR
DISPOSING OF THE SHARES.


 


5.1       Exercise
of Stock Option. There may be regular federal and state income tax liability upon the exercise of this Stock Option. Participant
will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee
of the Company or an Affiliate, the Company or such Affiliate may be required to withhold from Participant’s compensation
or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.


 






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5.2       Disposition of Shares.
If the Shares are held for one (1) year or less following the date of the purchase of the Shares pursuant to the exercise of this
Stock Option, any gain realized on disposition of the Shares will be treated as short-term capital gain. If the Shares are held
for more than one (1) year after the date of the purchase of the Shares pursuant to the exercise of this Stock Option, any gain
realized on disposition of the Shares will be treated as long-term capital gain.


  


5.3       
Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social
security, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or
undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of this Stock
Option or the subsequent sale of any Shares acquired upon exercise of this Stock Option; and (b) does not commit to structure this
Stock Option to reduce or eliminate the Participant’s liability for Tax-Related Items.


 


6.       Notices.
Any notice required to be given or delivered to the Plan Administrator or the Company under the terms of this Exercise Agreement
shall be in writing (including a writing delivered by facsimile transmission or electronic mail) and addressed to the Plan Administrator
at the principal corporate office of the Company. Any notice required to be given or delivered to Participant shall be in writing
(including a writing delivered by facsimile transmission or electronic mail) and addressed to Participant at the address indicated
above or to such other address as such party may designate in writing from time to time to the Plan Administrator. All notices
shall be deemed to have been given or delivered upon: (a) personal delivery; (b) five (5) days after deposit in the United States
mail by certified or registered mail (return receipt requested); (c) one (1) business day after deposit with any return receipt
express courier (prepaid); or (d) when receipt is acknowledged after transmission by facsimile or electronic mail.


 


7.       Interpretation.
Any dispute regarding the interpretation of this Exercise Agreement shall be resolved by the Plan Administrator, which decision
shall be final and binding on the Company and Participant.


 


8.       Successors
and Assigns. The Company may assign any of its rights under this Exercise Agreement. This Exercise Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to applicable restrictions on transfer,
this Exercise Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives
and designated beneficiary.


 


9.       Governing
Law. TO THE EXTENT NOT OTHERWISE PREEMPTED BY FEDERAL LAW, THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS CONFLICT
OF LAW PRINCIPLES.


 






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10.       Choice
of Forum. Participant hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the state courts of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable, the Federal
courts of the United States of America sitting in the state of Delaware), and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Exercise Agreement, the Shares issued in connection herewith or for recognition
or enforcement of any judgment relating thereto, and Participant hereby (i) agrees not commence any such action or proceeding except
in the state courts of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable, the Federal courts of
the United States of America sitting in the state of Delaware), (ii) agrees that any claim in respect of any such action or proceeding
may be heard and determined in the state courts of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable,
the Federal courts of the United States of America sitting in the state of Delaware), and any appellate court from any thereof,
(iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such action or proceeding in the state courts of Delaware (and if jurisdiction in the state courts of Delaware
shall be unavailable, the Federal courts of the United States of America sitting in the state of Delaware), and (iv) waives, to
the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action
or proceeding in the state courts of Delaware (and if jurisdiction in the state courts of Delaware shall be unavailable, the Federal
courts of the United States of America sitting in the state of Delaware).


 


11.       Waiver
of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE ARISING OUT OF OR RELATING TO THIS EXERCISE AGREEMENT AND FOR ANY COUNTERCLAIM
WITH RESPECT THERETO.


 


12.       Counterparts.
This Exercise Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will
constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by
electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original
signature.


 


13.       Severability.
If any provision of this Exercise Agreement is determined by a court of law to be illegal or unenforceable, then such provision
will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.


 


14.       Further
Instruments. The parties agree 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 Award Agreement.


 


15.       Headings.
The captions and headings of this Exercise Agreement are included for ease of reference only and will be disregarded in interpreting
or construing this Exercise Agreement.


 


16.       Gender
and Number. In construing this Exercise Agreement, any masculine terminology herein shall also include the feminine,
and the definition of any term herein in the singular shall also include the plural, except when otherwise indicated by the context.


 






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17.       Entire
Agreement. The Plan is incorporated herein by reference. This Exercise Agreement, the Award Agreement, and the Plan
constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject
matter hereof. If any inconsistency should exist between the nondiscretionary terms and conditions of this Exercise Agreement and
the Plan, the Plan shall govern and control.


 


IN WITNESS WHEREOF,
the Company and the Participant have caused this Exercise Agreement to be executed in duplicate as of the Effective Date first
above written.


 


	 	BIO-PATH
    HOLDINGS, INC.
	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	(Please
    print name)
	 	 
	 	 	 
	 	(Please
    print title)
	 	 	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	 	 
	 	(Please
    print name)


 





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APPENDIX II


 


CONSENT OF SPOUSE TO AWARD AGREEMENT


 


I, ______________________,
the spouse of Participant (as defined in the Bio-Path Holdings, Inc. 2017 Stock Incentive Plan Award Agreement to which this consent
is attached), have read, understand, and hereby approve all the terms and conditions of (a) such Award Agreement to which this
consent is attached and (b) the Plan (as defined therein).


 


I hereby agree to be
irrevocably bound by all the terms and conditions of Bio-Path Holdings, Inc. 2017 Stock Incentive Plan Award Agreement and the
Plan and further agree that any community property interest I may have in the Award or any Common Stock that is ultimately held
by Participant will be similarly bound by the Bio-Path Holdings, Inc. 2017 Stock Incentive Plan Award Agreement and the Plan.


 


I hereby appoint Participant,
with unrestricted power of substitution and resubstitution, as my attorney-in-fact, to act in my name, place, and stead with respect
to any amendment of the Bio-Path Holdings, Inc. 2017 Stock Incentive Plan Award Agreement or the Plan or the exercise of any rights
or satisfaction of any obligations thereunder. This grant of power of attorney is irrevocable, shall not be affected by my subsequent
death, disability or incapacity, is binding upon each of my legatees, heirs, personal representatives and administrators and is
coupled with an interest.


 





	Dated: ___________
___, _____	 	 
	 	 	 
	 	Signature:	 


 






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