Exhibit 10.43




NABRIVA THERAPEUTICS plc


 


2021 INDUCEMENT SHARE INCENTIVE PLAN


 


		1.	Purpose



 


The purpose of this 2021 Inducement Share Incentive
Plan (the “Plan”) of Nabriva Therapeutics plc, a public limited company organized under the laws of the Republic of
Ireland (the “Company”), is to advance the interests of the Company’s shareholders by enhancing the Company’s
ability to attract, retain and motivate persons who are expected to make important contributions to the Company with an inducement material
for such persons to enter into employment with the Company and by providing such persons with equity ownership opportunities and performance-based
incentives that are intended to better align the interests of such persons with those of the Company’s shareholders. Except where
the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the United States Internal Revenue Code of 1986, as amended, and any regulations
thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


 


		2.	Eligibility



 


Awards under the Plan
may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with
the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering
into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). For the avoidance of
doubt, neither consultants nor advisors shall be eligible to participate in the Plan. Each person who is granted an Award under the Plan
is deemed a “Participant.” The Plan provides for the following types of awards, each of which is referred to as an “Award”: 
Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Shares (as defined in Section
7), Restricted Share Units (as defined in Section 7) and Other Share-Based Awards (as defined in Section 8).


 


		3.	Administration and Delegation



 


(a)
Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant
Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. All decisions by the Board with respect to the Plan and any Awards
shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 3(b). Notwithstanding
the foregoing or anything in the Plan to the contrary, the grant of


 



     


     


    




 


any Award under the Plan must be approved by the
Company’s independent compensation committee or a majority of the Company’s independent directors (as defined in Nasdaq Stock
Market Rule 5605(a)(2)) to the extent necessary to comply with the exemption from the shareholder approval requirement for “inducement
grants” provided under Nasdaq Stock Market Rule 5635(c)(4).


 


(b)
Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under
the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the
 “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the
Board’s powers or authority under the Plan have been delegated to such Committee or officers.


 


(c)Delegation
to Officers. Subject to any requirements of applicable law, the Board may delegate to one or more officers of the Company the power
to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers
under the Plan as the Board may determine, provided that the Board shall fix the terms of Awards to be granted by such officers, the maximum
number of shares subject to Awards that the officers may grant, and the time period in which such Awards may be granted; and provided
further, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule
3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company
(as defined by Rule 16a-1(f) under the Exchange Act).


 


4.Shares
Available for Awards


 


(a)
Number of Shares; Share Counting.


 


(1)
Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 200,000
ordinary shares of the Company (the “Ordinary Shares”). Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares.


 


(2)
Share Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:


 


(A) all Ordinary Shares covered by SARs shall be
counted against the number of shares available for the grant of Awards under the Plan; provided, however, that (i) SARs that may be settled
only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option for the same number of Ordinary Shares
and provides that only one such Award may be exercised (a “Tandem SAR”), only the shares covered by the Option, and
not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one in connection with the other’s exercise
will not restore shares to the Plan;


 


(B) if any Award (i) expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of Ordinary Shares
subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii)
results in any Ordinary Shares


 



     


     


    




 


not being issued (including as a result of an SAR that was settleable
either in cash or in shares actually being settled in cash), the unused Ordinary Shares covered by such Award shall again be available
for the grant of Awards; provided, however, that (1) in the case of the exercise of an SAR, the number of shares counted against the shares
available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised,
regardless of the number of shares actually used to settle such SAR upon exercise and (2) the shares covered by a Tandem SAR shall not
again become available for grant upon the expiration or termination of such Tandem SAR; and


 


(C) Ordinary Shares delivered (either by actual
delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase Ordinary Shares upon the exercise of an Award
or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained from the Award creating the tax obligation)
shall be added back to the number of shares available for the future grant of Awards.


 


5.Share
Options


 


(a)
General. The Board may grant options to purchase Ordinary Shares (each, an “Option”) and determine the
number of Ordinary Shares to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary
or advisable. All Options under the Plan shall be Nonstatutory Share Options. A “Nonstatutory Share Option” is an Option which
is not intended to be an “incentive share option” within the meaning of Section 422 of the Code.


 


(b)
Exercise Price. The Board shall establish the exercise price of each Option and specify the formula by which such exercise
price will be determined provided that in all cases it will not be less than the nominal value of an Ordinary Share. The exercise price
shall be specified in the applicable Option agreement which may be electronic. The exercise price shall be not less than 100% of the Grant
Date Fair Market Value (as defined below) of the Ordinary Shares on the date the Option is granted; provided that if the Board approves
the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the
Grant Date Fair Market Value on such future date. “Grant Date Fair Market Value” of an Ordinary Share for purposes
of the Plan will be determined as follows:


 


(1)if
the Ordinary Shares trade on a national securities exchange, the closing sale price (for the primary trading session) on the date of grant;
or


 


(2)if
the Ordinary Shares do not trade on any such exchange, the average of the closing bid and asked prices on the date of grant as reported
by an over-the-counter marketplace designated by the Board; or


 


(3)if
the Ordinary Shares are not publicly traded, the Board will determine the Grant Date Fair Market Value for purposes of the Plan using
any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent
with the valuation principles under Code Section 409A, except as the Board may expressly determine otherwise.


 



     


     


    




 


For any date that is not a trading day, the Grant Date Fair Market
Value of an Ordinary Share for such date will be determined by using the closing sale price or average of the bid and asked prices, as
appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly.  The Board
can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if
appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or
such longer period as is consistent with Code Section 409A.


 


The Board has sole discretion to determine the Grant
Date Fair Market Value for purposes of the Plan, and all Awards are conditioned on the participants’ agreement that the Board’s
determination is conclusive and binding even though others might make a different determination.


 


 (c)
Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board
may specify in the applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.


 


(d)
Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be
electronic) approved by the Company, together with payment in full (in the manner specified in Section 5(e)) of the exercise price for
the number of shares for which the Option is exercised. Ordinary Shares subject to the Option will be delivered by the Company as soon
as practicable following exercise.


 


(e)
Payment Upon Exercise. Ordinary Shares purchased upon the exercise of an Option granted under the Plan shall be paid for
as follows:


 


(1)
in cash or by check, payable to the order of the Company;


 


(2)
except as may otherwise be provided in the applicable Option agreement or approved by the Board, by (i) delivery of an irrevocable
and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and
any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax
withholding;


 


(3)
to the extent provided for in the applicable Option agreement or approved by the Board, and subject to compliance with applicable
law, by delivery (either by actual delivery or attestation) of Ordinary Shares owned by the Participant valued at their fair market value
(valued in the manner determined by (or in the manner approved by) the Board), provided (i) such method of payment is then permitted under
applicable law, (ii) such Ordinary Shares, if acquired directly from the Company, were owned by the Participant for such minimum period
of time, if any, as may be established by the Board and (iii) such Ordinary Shares are not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements;


 



     


     


    




 





(4)
to the extent provided for in the applicable Nonstatutory Share Option agreement or approved by the Board and subject to compliance
with applicable law, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would
receive (i) the number of shares underlying the portion of the Option being exercised, less (ii) such number of shares as is equal to
(A) the aggregate exercise price for the portion of the Option being exercised divided by (B) the fair market value of an Ordinary Share
(valued in the manner determined by (or in the manner approved by) the Board) on the date of exercise;


 


(5)
to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, by payment
of such other lawful consideration as the Board may determine; or


 


(6)
by any combination of the above permitted forms of payment, as approved by the Board.


 


(f)
Limitation on Repricing. Unless such action is approved by the Company’s shareholders, the Company may not (except
as provided for under Section 9): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that
is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether or not
granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of Ordinary
Shares and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel
in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current fair market value of an
Ordinary Share (valued in the manner determined by (or in the manner approved by) the Board), or (4) take any other action under the Plan
that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market (“Nasdaq”).


 


(g)No
Dividend Equivalents. No Option shall provide for the payment or accrual of dividend equivalents.


 


6.Share
Appreciation Rights


 


(a)
General. The Board may grant Awards consisting of share appreciation rights (“SARs”) entitling the holder,
upon exercise, to receive a number of Ordinary Shares or cash or a combination thereof (such form to be determined by the Board) determined
by reference to appreciation, from and after the date of grant, in the Fair Market Value of an Ordinary Share over the measurement price
established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. The SAR agreement
may be in written or electronic form.


 


(b)
Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement.
The measurement price shall not be less than 100% of the Grant Date Fair Market Value of an Ordinary Share on the date the SAR is granted;
provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100%
of the Grant Date Fair Market Value on such future date.


 



     


     


    




 





(c)
Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may
specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.


 


(d)
Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic)
approved by the Company, together with any other documents required by the Board.


 


(e)
Limitation on Repricing. Unless such action is approved by the Company’s shareholders, the Company may not (except
as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is
lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted
under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of Ordinary Shares
and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3)
cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value
of an Ordinary Share (valued in the manner determined by (or in the manner approved by) the Board), or (4) take any other action under
the Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq.


 


(f)No
Dividend Equivalents. No SAR shall provide for the payment or accrual of dividend equivalents.


 


7.Restricted
Shares; Restricted Share Units


 


(a)
General. The Board may grant Awards entitling recipients to acquire Ordinary Shares (“Restricted Shares”),
subject to the right of the Company to repurchase (in accordance with applicable law and the Award agreement) all or part of such shares
at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient
in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction
period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive Ordinary
Shares or cash to be delivered at the time such Award vests (“Restricted Share Units”) (Restricted Shares and Restricted
Share Units are each referred to herein as a “Restricted Share Award”).


 


(b)
Terms and Conditions for All Restricted Share Awards. The Board shall determine the terms and conditions of a Restricted
Share Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. The award agreement with
respect to Restricted Shares or Restricted Share Units, as applicable, may be in written or electronic form.


 


(c)
Additional Provisions Relating to Restricted Shares.


 


(1)
Dividends. Any dividends (whether paid in cash, shares or property) declared and paid by the Company with respect to Restricted
Shares (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions
on


 



     


     


    




 





transferability and forfeitability that apply to such shares. Each
payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to shareholders of
that class of shares or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the
forfeitability provisions applicable to the underlying Restricted Shares.


 


(2)
Share Certificates. The Company may require that any share certificates issued in respect of Restricted Shares, as well
as dividends or distributions paid on such Restricted Shares, shall be deposited in escrow by the Participant, together with a share power
endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her
Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board,
by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in
the absence of an effective designation by a Participant, the Participant’s estate.


 


(d)
Additional Provisions Relating to Restricted Share Units.


 


(1)
Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted
Share Unit, the Participant shall be entitled to receive from the Company such number of Ordinary Shares or (if so provided in the applicable
Award agreement or otherwise determined by the Board) an amount of cash equal to the fair market value (valued in the manner determined
by (or in the manner approved by) the Board) of such number of Ordinary Shares as are set forth in the applicable Restricted Share Unit
agreement, or a combination thereof. The Board may, in its discretion, provide that settlement of Restricted Share Units shall be deferred,
on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code or any successor provision
thereto, and the regulations thereunder (“Section 409A”).


 


(2)
Voting Rights. A Participant shall have no voting rights with respect to any Restricted Share Units.


 


(3)
Dividend Equivalents. The Award agreement for Restricted Share Units may provide Participants with the right to receive
an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding Ordinary Shares (“Dividend
Equivalents”). Dividend Equivalents shall be credited to an account for the Participant, may be settled in cash and/or Ordinary
Shares as set forth in the applicable Award agreement, and shall be subject to the same restrictions on transfer and forfeitability as
the Restricted Share Units with respect to which paid.


 


8.Other
Share-Based Awards


 


(a)
General. Other Awards of Ordinary Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise
based on, Ordinary Shares or other property, may be granted hereunder to Participants (“Other Share-Based Awards”).
Such Other Share-Based Awards shall also be available as a form of payment in the settlement of other Awards


 



     


     


    




 





granted under the Plan or as payment in lieu of compensation to which
a Participant is otherwise entitled. Other Share-Based Awards may be paid in Ordinary Shares or cash, as the Board shall determine.


 


(b)
Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each
Other Share-Based Award, including any purchase price applicable thereto.


 


(c)Dividend
Equivalents. The Award agreement for Other Share-Based Awards may provide Participants with the right to receive Dividend Equivalents.
Dividend Equivalents shall be credited to an account for the Participant, may be settled in cash and/or Ordinary Shares as set forth in
the applicable Award agreement, and shall be subject to the same restrictions on transfer and forfeitability as the Other Share-Based
Awards with respect to which paid.


 


9.Adjustments
for Changes in Ordinary Shares and Certain Other Events


 


(a)
Changes in Capitalization. In the event of any alteration or reorganization whatsoever taking place in the capital structure
of the Company whether by way of share split, reverse share split, share dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Ordinary Shares
other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting
rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of each outstanding Option,
(iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject
to and the repurchase price per share subject to each outstanding award of Restricted Shares and (vi) the share and per-share-related
provisions and the purchase price, if any, of each outstanding RSU and each Other Share-Based Award, shall be equitably adjusted by the
Company (or substituted Awards may be made, if applicable) in the manner determined by the Board.  Without limiting the generality
of the foregoing, in the event the Company effects a split of the Ordinary Shares by means of a share dividend and the exercise price
of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for
such share dividend shall be entitled to receive, on the distribution date, the share dividend with respect to the Ordinary Shares acquired
upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date
for such share dividend.


 




(b)
Reorganization Events.


 


(1)
Definition. A “Reorganization Event” shall mean:  (a) any merger or consolidation of
the Company with or into another entity as a result of which all of the Ordinary Shares of the Company are converted into or exchanged
for the right to receive cash, securities or other property or is canceled, (b) any transfer or disposition of all of the Ordinary
Shares of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation
or dissolution of the Company.  For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A) a
compromise or arrangement sanctioned by the court under Chapter 1 of Part 9 of the Companies Act 2014 of the Republic of


 



     


     


    




 





Ireland or (B) otherwise under Part 9 of the Companies Act
2014 of the Republic of Ireland or (C) otherwise under the Companies Act 2014 of the Republic of Ireland.


 


(2)
Consequences of a Reorganization Event on Awards Other than Restricted Shares.


 


(A) In connection with a Reorganization Event,
the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted
Shares on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or
another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent
Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant,
provide that all of the Participant’s unvested Awards will be forfeited immediately prior to the consummation of the Reorganization
Event and/or that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization
Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice,
(iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall
lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of
which holders of Ordinary Shares will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization
Event (the “Acquisition Price”), make or provide for a cash payment to Participants with respect to each Award held
by a Participant equal to (A) the number of Ordinary Shares subject to the vested portion of the Award (after giving effect to any acceleration
of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition
Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination
of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to
receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings)
and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated
by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.


 


(B) Notwithstanding the terms of Section 9(b)(2)(A),
in the case of outstanding Restricted Share Units that are subject to Section 409A: (i) if the applicable Restricted Share Unit agreement
provides that the Restricted Share Units shall be settled upon a “change in control event” within the meaning of Treasury
Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”, then no assumption
or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Share Units shall instead be settled in accordance
with the terms of the applicable Restricted Share Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses
(iii), (iv) or (v) of Section 9(b)(2)(A) if the Reorganization Event constitutes a “change in control event” as defined under
Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A; if the Reorganization Event is
not a “change in control event” as so defined or such action is not permitted or required by Section 409A, and the acquiring
or succeeding corporation does not assume or substitute the Restricted Share Units pursuant to


 



     


     


    




 





clause (i) of Section 9(b)(2)(A), then the unvested Restricted Share
Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.


 


(C) For purposes of Section 9(b)(2)(A)(i), an Award
(other than Restricted Shares) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers
the right to purchase or receive pursuant to the terms of such Award, for each Ordinary Share subject to the Award immediately prior to
the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately prior to the consummation of the Reorganization
Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
Ordinary Shares); provided, however, that if the consideration received as a result of the Reorganization Event is not solely ordinary
shares of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number
of ordinary shares of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in
value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders
of outstanding Ordinary Shares as a result of the Reorganization Event.


 


(3)
Consequences of a Reorganization Event on Restricted Shares. Upon the occurrence of a Reorganization Event other than a
liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Shares
shall inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities
or other property which the Ordinary Shares were converted into or exchanged for pursuant to such Reorganization Event in the same manner
and to the same extent as they applied to such Restricted Shares; provided, however, that the Board may either provide for termination
or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Shares or any other agreement
between a Participant and the Company, either initially or by amendment, or provide for forfeiture of such Restricted Shares if issued
at no cost. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any Restricted Shares or any other agreement between a Participant
and the Company, all restrictions and conditions on all Restricted Shares then outstanding shall automatically be deemed terminated or
satisfied.


 


10.General
Provisions Applicable to Awards


 


(a)
Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person
to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided,
however, that, except with respect to Awards subject to Section 409A, the Board may permit or provide in an Award for the gratuitous transfer
of the Award by the Participant to or for the benefit of any immediate family member, family trust or


 



     


     


    




 





other entity established for the benefit of the Participant and/or
an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended, for
the registration of the sale of the Ordinary Shares subject to such Award to such proposed transferee; provided further, that the Company
shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee
shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall
include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict
a transfer to the Company.


 


(b)
Documentation; Press Release. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. Promptly following the grant
of an Award hereunder, the Company must disclose in a press release the material terms of the grant, the number of shares involved, and,
if required by law or Nasdaq rules, the identity of the Participant and each Participant, by accepting the Award, consents to the foregoing.


 


(c)
Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to
any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)
Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation
of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which,
and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary,
may exercise rights, or receive any benefits, under an Award.


 


(e)
Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding
obligations before the Company will deliver share certificates or otherwise recognize ownership of Ordinary Shares under an Award. The
Company may elect to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not
to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding
or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the
Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise
or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board, a Participant may satisfy
such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of Ordinary Shares, including shares retained
from the Award creating the tax obligation, valued at their fair market value (valued in the manner determined by (or in the manner approved
by) the Company); provided, however, except as otherwise provided by the Board, that the total tax withholding where shares are being
used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income)
except that, to the extent that the Company is


 



     


     


    




 





able to retain shares having a fair market value (determined by, or
in a manner approved by, the Company) that exceeds the statutory minimum applicable withholding tax without financial accounting implications
or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number
of Ordinary Shares (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax (determined
by, or in a manner approved by, the Company)) as the Company shall determine in its sole discretion to satisfy the tax liability associated
with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements.


 


(f)
Amendment of Award. Except as otherwise provided in Sections 5(f) and 6(e) with respect to repricings, the Board may amend,
modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different
type and changing the date of exercise or realization; provided that no amendment that would require shareholder approval under the rules
of Nasdaq may be made effective unless and until the Company’s shareholders approve such amendment. The Participant’s consent
to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially
and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9.


 


(g)
Conditions on Delivery of Shares. The Company will not be obligated to deliver any Ordinary Shares pursuant to the Plan
or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met
or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h)
Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part,
free from some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.


 


11.Miscellaneous


 


(a)
No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the
adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)
No Rights As Shareholder; Clawback. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a shareholder with respect to any Ordinary Shares to be distributed with respect to an Award until becoming the


 



     


     


    




 





record holder of such shares. In accepting an Award under the Plan,
the Participant agrees to be bound by any clawback policy that the Company has in effect or may adopt in the future.


 


(c)
Effective Date. The Plan shall become effective on the date on which it is adopted by the Board. It is expressly intended
that approval of the Company’s shareholders not be required as a condition to the effectiveness of the Plan, and the Plan’s
provisions shall be interpreted in a manner consistent with such intent for all purposes.


 


(d)
Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that
no amendment that would require shareholder approval under the rules of Nasdaq may be made effective unless and until the Company’s
shareholders approve such amendment. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with
this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is
adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely
affect the rights of Participants under the Plan.


 


(e)
Authorization of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to time establish one or
more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board
shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under
the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan
as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each
supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of
any supplement to Participants in any jurisdiction which is not the subject of such supplement.


 


(f)
Compliance with Section 409A. Except as provided in individual Award agreements initially or by amendment, if and to the
extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with
his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A and
(ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), in each case as determined by the Company in accordance
with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion
of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation
from service” (as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit.
The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation
from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments
will be paid on their original schedule.


 


The Company makes no representations or warranty
and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under
the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of
that section.


 



     


     


    




 





(g)
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to
the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent
of the Company. The Company will, subject to applicable law, and the terms of the Company’s constituent documents, indemnify and
hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation
of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum
paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising
out of such person’s own fraud or bad faith.


 


(h)Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by, except to the extent preempted by other applicable
laws (1) with respect to the corporate law requirements applicable to the Company, the validity and authorization of the issuance
of Shares under the Plan and similar matters, the laws of Ireland (without reference to conflict of law principles thereof) and (2) with
respect to all other matters relating to the Plan and Awards, the laws of the State of Delaware, excluding choice-of-law principles of
the law of that state.


 



     


     


    



 


NABRIVA THERAPEUTICS plc


 


Amendment No. 1 to


2021 Inducement Share Incentive Plan


 


Nabriva Therapeutics plc’s (the “Company”)
2021 Inducement Share Incentive Plan (the “Plan”), pursuant to Section 11(d) thereof, is hereby amended as follows:


 


		1.	Section 4(a)(1) of the Plan be, and hereby is, amended by increasing the maximum number of ordinary shares of the Company (“Ordinary
Shares”) reserved under the Plan for Awards (as defined in the Plan) from 200,000 Ordinary Shares to 500,000 Ordinary Shares.



 


Adopted by the Board of Directors: September 28,
2021