Exhibit
10.35 


 


ADHERA
THERAPEUTICS, INC.


 


2018
LONG-TERM INCENTIVE PLAN


 


*
* * * *


 


1.
Purpose. The purpose of the Adhera Therapeutics, Inc. 2018 Long-Term Incentive Plan (the “Plan”)
is to further and promote the interests of Adhera Therapeutics, Inc. (the “Company”), its Subsidiaries and
its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants,
or those who will become employees, directors or consultants, and to align the interests of those individuals and the Company’s
stockholders. To do this, the Plan offers performance-based incentive awards and equity-based opportunities providing such employees,
directors and consultants with a proprietary interest in maximizing the growth, profitability and overall success of the Company
and its Subsidiaries.


 


2.
Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:


 


2.1
“Award” means an award or grant made to a Participant under Sections 6, 7, 8 and/or 9 of the Plan.


 


2.2
“Award Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and 15.7 of the Plan
in connection with the granting of an Award.


 


2.3
“Board” means the Board of Directors of the Company, as constituted from time to time.


 


2.4
“Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time, or any successor
statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.


 


2.5
“Committee” means the committee of the Board established to administer the Plan, as described in Section 3 of
the Plan, or if no such committee has been appointed or established, the Board.


 


2.6
“Common Stock” means the Common Stock, par value $0.006 per share, of the Company, or any security of the Company
issued by the Company in substitution or exchange therefor.


 




    	 	1	 



     


    

 


2.7
“Company” means Adhera Therapeutics, Inc., a Delaware corporation, or any successor entity to Adhera Therapeutics,
Inc.


 


2.8
“Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.


 


2.9
“Fair Market Value” means on, or with respect to, any given date(s), the average of the highest and lowest market
prices of the Common Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not traded on such date(s),
on the next preceding day or days on which the Common Stock was traded. If at any time the Common Stock is not traded on an exchange,
the Fair Market Value of a share of the Common Stock shall be determined in good faith by the Board.


 


2.10
“Incentive Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and
the relevant Award Agreement) that is intended to be (and is specifically designated as) an “incentive stock option”
within the meaning of Section 422 of the Code.


 


2.11
“Non-Qualified Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan
(and the relevant Award Agreement) that is not (and is specifically designated as not being) an Incentive Stock Option.


 


2.12
“Participant” means any individual who is selected from time to time under Section 5 to receive an Award under
the Plan.


 


2.13
“Performance Units” means the monetary units granted under Section 9 of the Plan and the relevant Award Agreement.


 


2.14
“Plan” means the Adhera Therapeutics, Inc. 2018 Long-Term Incentive Plan, as set forth herein and as in effect
and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).


 


2.15
“Restricted Shares” means the restricted shares of Common Stock granted pursuant to the provisions of Section
8 of the Plan and the relevant Award Agreement.


 


2.16
“Stock Appreciation Right” means an Award described in Section 7.2 of the Plan and granted pursuant to the provisions
of Section 7 of the Plan.


 


2.17
“Subsidiary(ies)” means any corporation (other than the Company), trust, partnership or limited liability company
in an unbroken chain of entities, including and beginning with the Company, if each of such entities, other than the last entity
in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting shares, partnership, beneficial
or membership interests in one of the other entities in such chain.


 




    	 	2	 



     


    

 





3.
Administration.


 


3.1
The Committee. The Plan shall be administered by the Committee. Subject to the last sentence of this Section 3.1, the
Committee shall be appointed from time to time by the Board and shall be comprised of not less than two (2) of the then members
of the Board who are Non-Employee Directors (within the meaning of SEC Rule 16b-3(b)(3)) of the Company. Consistent with the Bylaws
of the Company, members of the Committee shall serve at the pleasure of the Board and the Board, subject to the immediately preceding
sentence, may at any time and from time to time remove members from, or add members to, the Committee. In the event that the Board
has not appointed the Committee, then the Board shall have all the powers of the Committee under the Plan.


 


3.2
Plan Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan and to promulgate,
amend and rescind rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to
the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation,
administration and maintenance of the Plan including, without limitation, (a) selecting the Plan’s Participants, (b) making
Awards in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such
Awards as the Committee shall deem appropriate, and (d) correcting any technical defect(s) or technical omission(s), or reconciling
any technical inconsistency(ies), in the Plan and/or any Award Agreement. The Committee may designate persons other than members
of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and limitations as it
may prescribe, except that the Committee shall not delegate its authority with regard to the selection for participation in the
Plan and/or the granting of any Awards to Participants. The Committee’s determinations under the Plan need not be uniform
and may be made selectively among Participants, whether or not such Participants are similarly situated. Any determination, decision
or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance
of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants.
The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by
execution of written agreements and/or other instruments in such form as is approved by the Committee. The Committee may, in its
sole discretion, delegate its authority to one or more senior executive officers for the purpose of making Awards to Participants
who are not subject to Section 16 of the Exchange Act.


 


3.3
Liability Limitation. Neither the Board nor the Committee, nor any member of either, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan (or any Award Agreement), and the
members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest
extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect from time
to time.


 




    	 	3	 



     


    

 


4.
Term of Plan/Common Stock Subject to Plan.


 


4.1
Term. Unless terminated earlier by the Board, the Plan shall terminate on July 10, 2028, except with respect to Awards
then outstanding. After such date no further Awards shall be granted under the Plan.


 


4.2
Common Stock. The maximum number of shares of Common Stock in respect of which Awards may be granted or paid out under
the Plan, subject to adjustment as provided in Section 13.2 of the Plan, shall not exceed six million (6,000,000) shares; all
of which may be issued pursuant to the exercise of Incentive Stock Options. In the event of a change in the Common Stock of the
Company that is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or
to a change in the par value thereof, or from par value to no par value, without increase or decrease in the number of issued
shares, the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan. Common Stock
which may be issued under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by
the Company (in the open-market or in private transactions) and which are being held as treasury shares. No fractional shares
of Common Stock shall be issued under the Plan.


 


4.3
Computation of Available Shares. For the purpose of computing the total number of shares of Common Stock available
for Awards under the Plan, there shall be counted against the limitations set forth in Section 4.2 of the Plan the maximum number
of shares of Common Stock potentially subject to issuance upon exercise or settlement of Awards granted under Sections 6 and 7
of the Plan, the number of shares of Common Stock issued under grants of Restricted Shares pursuant to Section 8 of the Plan and
the maximum number of shares of Common Stock potentially issuable under grants or payments of Performance Units pursuant to Section
9 of the Plan, in each case determined as of the date on which such Awards are granted. If any Awards expire unexercised or are
forfeited, surrendered, cancelled, terminated or settled in cash in lieu of Common Stock, the shares of Common Stock which were
theretofore subject (or potentially subject) to such Awards shall again be available for Awards under the Plan to the extent of
such expiration, forfeiture, surrender, cancellation, termination or settlement of such Awards.


 


5.
Eligibility. Individuals eligible for Awards under the Plan shall consist of employees, directors and consultants,
or those who will become employees, directors or consultants, of the Company and/or its Subsidiaries whose performance or contribution,
in the sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary.


 


6.
Stock Options.


 


6.1
Terms and Conditions. Stock options granted under the Plan shall be in respect of Common Stock and may be in the form
of Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as the “Stock Option(s)”).
Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions,
not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.


 




    	 	4	 



     


    

 


6.2
Grant. Stock Options may be granted under the Plan in such form as the Committee may from time to time approve. Stock
Options may be granted alone or in addition to other Awards under the Plan or in tandem with Stock Appreciation Rights. Special
provisions shall apply to Incentive Stock Options granted to any employee who owns (within the meaning of Section 422(b)(6) of
the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent
corporation or any subsidiary of the Company, within the meaning of Sections 424(e) and (f) of the Code (a “10% Shareholder”).


 


6.3
Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee;
provided, however, that the exercise price of a Stock Option shall not be less than one hundred percent (100%) of
the Fair Market Value of the Common Stock on the date of the grant of such Stock Option; provided, further, however,
that, in the case of a 10% Shareholder, the exercise price of an Incentive Stock Option shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the Common Stock on the date of grant.


 


6.4
Term. The term of each Stock Option shall be such period of time as is fixed by the Committee; provided, however,
that the term of any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in the case of a 10% Shareholder)
after the date immediately preceding the date on which the Incentive Stock Option is granted.


 


6.5
Method of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the
Secretary of the Company, or the Secretary’s designee, specifying the number of shares to be purchased. Such notice shall
be accompanied by payment in full of the exercise price (and applicable tax withholding) in cash, by certified check, bank draft,
or money order payable to the order of the Company, or, if permitted by the Committee in its sole discretion, by delivery of shares
of Common Stock satisfying such requirements as the Committee shall establish, or through such other mechanism as the Committee
shall permit, in its sole discretion. Payment instruments shall be received by the Company subject to collection. The proceeds
received by the Company upon exercise of any Stock Option may be used by the Company for general corporate purposes. Any portion
of a Stock Option that is exercised may not be exercised again.


 


6.6
Tandem Grants. If Non-Qualified Stock Options and Stock Appreciation Rights are granted in tandem, as designated in
the relevant Award Agreements, the right of a Participant to exercise any such tandem Stock Option shall terminate to the extent
that the shares of Common Stock subject to such Stock Option are used to calculate amounts or shares receivable upon the exercise
of the related tandem Stock Appreciation Right.


 


7.
Stock Appreciation Rights.


 


7.1
Terms and Conditions. The grant of Stock Appreciation Rights under the Plan shall be subject to the terms and conditions
set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of
the Plan, as the Committee shall set forth in the relevant Award Agreement.


 




    	 	5	 



     


    

 


7.2
Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a specified number of shares
of Common Stock entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common
Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation
Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


7.3
Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or
independent of a Non-Qualified Stock Option.


 


7.4
Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined
by the Committee (in its sole discretion) at any time and from time to time in respect of any such Stock Appreciation Right, or
(b) provided in the Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject
to all of the procedures established by the Committee, in whole or in part at any time and from time to time during its specified
term. The Committee may also provide, as set forth in the relevant Award Agreement and without limitation, that some Stock Appreciation
Rights shall be automatically exercised and settled on one or more fixed dates specified therein by the Committee.


 


7.5
Form of Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted Shares or
in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine
and provide in the relevant Award Agreement.


 


7.6
Tandem Grant. The right of a Participant to exercise a tandem Stock Appreciation Right shall terminate to the extent
such Participant exercises the Non-Qualified Stock Option to which such Stock Appreciation Right is related.


 


8.
Restricted Shares.


 


8.1
Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section
8 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee
shall set forth in the relevant Award Agreement. Restricted Shares may be granted alone or in addition to any other Awards under
the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares to be granted to a Participant
and the Committee may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant.
With respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates)
in respect of such Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, shall be
accompanied by a stock power duly executed by such Participant, and shall bear, among other required legends, the following legend:


 




    	 	6	 



     


    

 


“The
transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including,
without limitation, forfeiture events) contained in the Adhera Therapeutics, Inc. 2018 Long-Term Incentive Plan and an Award Agreement
entered into between the registered owner hereof and Adhera Therapeutics, Inc. Copies of such Plan and Award Agreement are on
file in the office of the Secretary of Adhera Therapeutics, Inc. Adhera Therapeutics, Inc. will furnish to the recordholder of
the certificate, without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement.
Adhera Therapeutics, Inc. reserves the right to refuse to record the transfer of this certificate until all such restrictions
are satisfied, all such terms are complied with and all such conditions are satisfied.”


 


Such
stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody
by the Company until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to such grant shall
have been satisfied.


 


8.2
Restricted Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant,
subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (a) restrictions
on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant
deposit such shares with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares
be forfeited upon termination of employment for specified reasons within a specified period of time or for other reasons (including,
without limitation, the failure to achieve designated performance goals).


 


8.3
Restriction Period. In accordance with Sections 8.1 and 8.2 of the Plan and unless otherwise determined by the Committee
(in its sole discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and vested in the
Participant in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish
in the relevant Award Agreement (the “Restriction Period”). During the Restriction Period, such stock shall
be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate
such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions, the Participant
shall be entitled to receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided in Section
8.4 of the Plan.


 


8.4
Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established
by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 8.1 of
the Plan, for the number of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall,
as soon as practicable thereafter, be delivered to the Participant, provided that the removal of such legend is permitted by applicable
federal and state securities laws.


 




    	 	7	 



     


    

 


8.5
Shareholder Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted
Shares, all of the rights of a shareholder of such stock (except as such rights are limited or restricted under the Plan or in
the relevant Award Agreement). Any stock dividends paid in respect of unvested Restricted Shares shall be treated as additional
Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted
Shares in respect of which such stock dividends are issued.


 


9.
Performance Units.


 


9.1
Terms and Conditions. Performance Units shall be subject to the terms and conditions set forth in this Section 9 and
any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth
in the relevant Award Agreement.


 


9.2
Performance Unit Grants. A Performance Unit is an Award of units (with each unit representing such monetary amount
as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions as the
Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion
thereof) in the event certain performance criteria or other conditions are not met within a designated period of time.


 


9.3
Grants. Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms
of the Plan, the Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may
impose different terms and conditions on any particular Performance Units granted to any Participant.


 


9.4
Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into
and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain performance goals
(the “Performance Goals”) during and in respect of a designated performance period (the “Performance
Period”). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion.
The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement
of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the
portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance
Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited
to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons
to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee,
in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and
meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust
the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate
at any time and from time to time.


 




    	 	8	 



     


    

 


9.5
Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals
have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant
during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance
Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable
following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares,
or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.


 


10.
Other Provisions.


 


10.1
Performance-Based Awards. Performance Units, Restricted Shares, and other Awards subject to performance criteria shall
be paid solely on account of the attainment of one or more pre-established performance goals. Until otherwise determined by the
Committee, the performance goals shall be the attainment of pre-established levels of any of net income, market price per share,
earnings per share, return on equity, return on capital employed and/or cash flow, regulatory approval of products, strategic
alliances and joint ventures and patent issuances.


 


11.
Dividend Equivalents. In addition to the provisions of Section 8.5 of the Plan, Awards of Stock Options, and/or Stock
Appreciation Rights, may, in the sole discretion of the Committee and if provided for in the relevant Award Agreement, earn dividend
equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock, the Participant shall
be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the shares of Common Stock
covered by such Award had such covered shares been issued and outstanding on such dividend record date. The Committee shall establish
such rules and procedures governing the crediting of such dividend equivalents, including, without limitation, the amount, timing,
form of payment and payment contingencies and/or restrictions of such dividend equivalents, as it deems appropriate or necessary.


 


12.
Non-transferability of Awards. Unless otherwise provided in the Award Agreement, no Award under the Plan or any Award
Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged,
or otherwise hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition
by the Participant or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar
legal process, including, without limitation, seizure for the payment of the Participant’s debts, judgments, alimony, or
separate maintenance. Unless otherwise provided in the Award Agreement, during the lifetime of a Participant, Stock Options and
Stock Appreciation Rights are exercisable only by the Participant.


 


13.
Changes in Capitalization and Other Matters.


 


13.1
No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder
shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize
(a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital
structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any
issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s
capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer
of all or any part of the Company’s or any Subsidiary’s assets or business, or (f) any other corporate act or proceeding
by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim against any member of the
Board or the Committee, the Company or any Subsidiary, or any employees, officers, shareholders or agents of the Company or any
subsidiary, as a result of any such action.


 




    	 	9	 



     


    

 


13.2
Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether
in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company,
or other corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board, in its sole
discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended
to be made available under the Plan, the Board may, in such manner as it in good faith deems equitable, adjust any or all of (i)
the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with
respect to which Awards may be granted, (ii) the number of shares of Common Stock or other securities of the Company (or number
and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Stock
Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation
of such Award.


 


13.3
Mergers. If the Company enters into or is involved in any merger, reorganization, recapitalization, sale of all or
substantially all of the Company’s assets, liquidation, or business combination with any person or entity (such merger,
reorganization, recapitalization, sale of all or substantially all of the Company’s assets, liquidation, or business combination
to be referred to herein as a “Merger Event”), the Board may take such action as it deems appropriate, including,
but not limited to, replacing such Stock Options with substitute stock options and/or stock appreciation rights in respect of
the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such
terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights
and benefits of any affected Stock Options or Stock Appreciation Rights granted hereunder as of the date of the consummation of
the Merger Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event occurs, the Company shall have the
right, but not the obligation, to cancel each Participant’s Stock Options and/or Stock Appreciation Rights and to pay to
each affected Participant in connection with the cancellation of such Participant’s Stock Options and/or Stock Appreciation
Rights, an amount equal to the excess of the Fair Market Value, as determined by the Board, of the Common Stock underlying any
unexercised Stock Options or Stock Appreciation Rights (whether then exercisable or not) over the aggregate exercise price of
such unexercised Stock Options and/or Stock Appreciation Rights.


 


Upon
receipt by any affected Participant of any such substitute stock options, stock appreciation rights (or payment) as a result of
any such Merger Event, such Participant’s affected Stock Options and/or Stock Appreciation Rights for which such substitute
options and/or stock appreciation rights (or payment) were received shall be thereupon cancelled without the need for obtaining
the consent of any such affected Participant.


 




    	 	10	 



     


    

 


14.
Amendment, Suspension and Termination.


 


14.1
In General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan
at any time and from time to time in such respects as the Board may deem advisable to insure that any and all Awards conform to
or otherwise reflect any change in applicable laws or regulations, or to permit the Company or the Participants to benefit from
any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company
or any Subsidiary. No such amendment, suspension or termination shall (x) materially adversely affect the rights of any Participant
under any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or Restricted Share grants, without the consent
of such Participant, or (y) increase the number of shares available for Awards pursuant to Section 4.2 or change the performance
criteria listed in Section 10.1, without shareholder approval; provided, however, that the Board may amend the Plan,
without the consent of any Participants, in any way it deems appropriate to satisfy Code Section 409A and any regulations or other
authority promulgated thereunder, including any amendment to the Plan to cause certain Awards not to be subject to Code Section
409A.


 


14.2
Award Agreement Modifications. The Committee may (in its sole discretion) amend or modify at any time and from time
to time the terms and provisions of any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or Restricted
Share grants, in any manner to the extent that the Committee under the Plan or any Award Agreement could have initially determined
the restrictions, terms and provisions of such Stock Options, Stock Appreciation Rights, Performance Units, and/or Restricted
Share grants, including, without limitation, changing or accelerating (a) the date or dates as of which such Stock Options or
Stock Appreciation Rights shall become exercisable, (b) the date or dates as of which such Restricted Share grants shall become
vested, or (c) the performance period or goals in respect of any Performance Units. No such amendment or modification shall, however,
materially adversely affect the rights of any Participant under any such Award without the consent of such Participant; provided,
however, that the Committee may amend an Award without the consent of the Participant, in any way it deems appropriate to satisfy
Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment to or modification of
such Award to cause such Award not to be subject to Code Section 409A.


 


15.
Miscellaneous.


 


15.1
Tax Withholding. The Company shall have the right to deduct from any payment or settlement under the Plan, including,
without limitation, the exercise of any Stock Option or Stock Appreciation Right, or the delivery, transfer or vesting of any
Common Stock or Restricted Shares, any federal, state, local or other taxes of any kind which the Committee, in its sole discretion,
deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation. Shares of Common Stock
may be used to satisfy any such tax withholding. Such Common Stock shall be valued based on the Fair Market Value of such stock
as of the date the tax withholding is required to be made, such date to be determined by the Committee. In addition, the Company
shall have the right to require payment from a Participant to cover any applicable withholding or other employment taxes due upon
any payment or settlement under the Plan.


 




    	 	11	 



     


    

 


15.2
No Right to Employment. Neither the adoption of the Plan, the granting of any Award, nor the execution of any Award
Agreement, shall confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company
or any Subsidiary, as the case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary
to terminate the employment of any employee at any time for any reason.


 


15.3
Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets in connection
with any Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan or any Award
Agreement shall be based solely upon the contractual obligations that may be created as a result of the Plan or any such award
or agreement. No such obligation of the Company shall be deemed to be secured by any pledge of, encumbrance on, or other interest
in, any property or asset of the Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed
as creating in respect of any Participant (or beneficiary thereof or any other person) any equity or other interest of any kind
in any assets of the Company or any Subsidiary or creating a trust of any kind or a fiduciary relationship of any kind between
the Company, any Subsidiary and/or any such Participant, any beneficiary thereof or any other person.


 


15.4
Payments to a Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements
or similar arrangements from which the Committee may make payments of amounts due or to become due to any Participants under the
Plan.


 


15.5
Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award
made pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of
benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary
unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing that
inclusion of an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to
recognize that an Award has been made in lieu of a portion of competitive annual base salary or other cash compensation. Awards
under the Plan may be made in addition to, in combination with, or as alternatives to, grants, awards or payments under any other
plans or arrangements of the Company or its Subsidiaries. The existence of the Plan notwithstanding, the Company or any Subsidiary
may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract,
retain and motivate employees.


 




    	 	12	 



     


    

 


15.6
Listing, Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall be required to be issued
or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance
with all applicable federal and state securities laws and regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that certain agreements, undertakings, representations, certificates,
and/or information, as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance
with all such applicable laws or regulations. Certificates for shares of the Restricted Shares and/or Common Stock delivered under
the Plan may be subject to such stock-transfer orders and such other restrictions as the Committee may deem advisable under the
rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed, and any applicable federal or state securities law. In addition, if, at any time specified herein (or in
any Award Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance or other
distribution of Restricted Shares and/or Common Stock, or (c) the payment of amounts to or through a Participant with respect
to any Award, any law, rule, regulation or other requirement of any governmental authority or agency shall require either the
Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative thereof) to take
any action in connection with any such determination, any such shares to be issued or distributed, any such payment, or the making
of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons
subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of
Rule 16b-3 promulgated under the Exchange Act.


 


15.7 Award
Agreements. Each Participant receiving an Award under the Plan shall enter into an Award Agreement with the Company
in a form specified by the Committee. Each such Participant shall agree to the restrictions, terms and conditions of the
Award set forth therein and in the Plan.


 


15.8
Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any option or to receive any payment which under the terms of the Plan and the relevant Award Agreement
may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation
may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation
must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no
beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant,
the beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments
under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise,
in which case the payments shall be made in the shares designated by the Participant.


 


15.9
Leaves of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations and to make determinations,
as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a Participant.
Without limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated
as if the Participant has terminated employment with the Company or any such Subsidiary. If a Participant transfers within the
Company, or to or from any Subsidiary, such Participant shall not be deemed to have terminated employment as a result of such
transfers.


 




    	 	13	 



     


    

 


15.10
Code Section 409A. This Plan and all Awards hereunder are intended to comply with the requirements of Code Section
409A and any regulations or other authority promulgated thereunder. Notwithstanding any provision of the Plan or any Award Agreement
to the contrary, the Board and the Committee reserve the right (without the consent of any Participant and without any obligation
to do so or to indemnify any Participant or the beneficiaries of any Participant for any failure to do so) to amend this Plan
and/or any Award Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued
under Code Section 409A after the date hereof without violating Code Section 409A. In the event that any payment or benefit made
hereunder would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Code
Section 409A and, at the time of a Participant’s “separation from service”, such Participant is a “specified
employee” within the meaning of Code Section 409A, then any such payments or benefits shall be delayed until the six-month
anniversary of the date of such Participant’s “separation from service”. Each payment made under this Plan shall
be designated as a “separate payment” within the meaning of Code Section 409A.


 


15.11
Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the
laws of the State of Delaware, without reference to the principles of conflict of laws thereof. Any titles and headings herein
are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation
of any provisions of the Plan.


 


15.12
Effective Date. The Plan shall be effective upon its approval by the Board and adoption by the Company, subject to
the approval of the Plan by the Company’s stockholders in accordance with Section 422 of the Code.


 


[remainder
of page intentionally left blank]


 




    	 	14	 



     


    

 


IN
WITNESS WHEREOF, this Plan is adopted by the Company on this 10th day of July, 2018.


 


	 	ADHERA
    THERAPEUTICS, INC. 
	 	 	 
	 	By:	/s/
    Robert C. Moscato, Jr.
	 	Name:	Robert
    C. Moscato, Jr.
	 	Title:	Chief
    Executive Officer


 




    	 	15