Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is made and entered into as of September 25, 2015, by and between Upendra K. Marathi, Ph.D.
(the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Company
desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS, the Executive
desires to be employed by the Company on such terms and conditions; and


 


WHEREAS, the Company
has finalized, or is the process of finalizing, a first underwritten public offering and sale of shares of common stock of the
Company for cash pursuant to an effective registration statement on Form S-1 under the Securities Act of 1933, as amended (the
“Initial Public Offering”).


 


NOW, THEREFORE, in
consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


 


1.    Term.
The Executive’s employment hereunder shall be effective as of the effective date of the registration statement of the Initial
Public Offering (the “Effective Date”) and shall continue until the first anniversary thereof, unless terminated
earlier pursuant to Section 4 of this Agreement; provided that, on such first anniversary of the Effective Date and each
annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement
shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either
party provides written notice of its intention not to extend the term of the Agreement at least 90 days’ prior to the applicable
Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment
Term.”


 


2.    Position
and Duties.


 


2.1   Position.
During the Employment Term, the Executive shall serve as a Senior Vice President of the Company, reporting directly to the President
of the Company. In such position, the Executive shall have such duties, authority and responsibility as are consistent with the
Executive’s position, which include supporting new product research and development, clinical trials, collaborations, and
raising new capital.


 


2.2   Duties.
During the Employment Term, the Executive shall devote an appropriate amount of his business time and attention to the successful
performance of the Executive’s duties hereunder. Except with regards to 7 Hills Pharma LLC, a Texas limited liability company,
the Executive will not engage in any other business, profession or occupation for compensation or otherwise which would conflict
or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.
Notwithstanding the foregoing, the Executive will be permitted to (a) act or serve as a director, trustee, committee member or
principal of any type of business, civic or charitable organization and (b) purchase or own less than three percent (3) of the
publicly traded securities of any corporation; provided that such ownership represents a passive investment and that the Executive
is not a controlling person of, or a member of a group that controls, such corporation; provided further that the activities described
in clauses (a) and (b) do not interfere in any material way with the performance of the Executive’s duties and responsibilities
to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.


 




     


     


    

 


3.    Compensation.


 


3.1   Base
Salary. The Company shall pay the Executive a base salary of $100,000 for the first year of the Employment Term. Subject to
the Executive’s continued employment by the Company, the Company shall pay the Executive a base salary of $100,000 for the
second year of the Employment Term, and a base salary of $50,000 for the third year of the Employment Term. The Executive’s
annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.


 


3.2   Discretionary
Bonus. Upon the closing by the Company of the Initial Public Offering, the Company shall pay the Executive a one-time bonus
of up to $100,000, subject to review and approval by the Board.


 


3.3   Annual
Bonus. The Executive shall be eligible to receive a bonus pursuant to any bonus plan established by the Board, The Board in
its sole discretion shall determine the actual amount of any such bonus and the date upon which it is payable by the Company. Any
such bonuses shall be subject to all applicable withholding requirements.


 


3.4   Equity
Awards. During the Employment Term, the Executive shall be eligible to participate in the Company’s 2015 Omnibus Incentive
Plan or any successor plan, subject to the terms of the 2015 Omnibus Incentive Plan or successor plan, as determined by the Board
or the Compensation Committee, in its discretion. In conjunction with Executive’s entrance into this Agreement, Executive
has been granted certain equity awards pursuant to the terms of the Award Agreement attached hereto as Exhibit A.


 


3.5   Business
Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment
and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder, subject
to compliance with the Company’s expense reimbursement policies and procedures.


 


3.6   Indemnification.
 The Executive shall be indemnified and advancement of expenses by the Company as provided in Company’s Bylaws and Certificate
of Incorporation. The obligations under this paragraph shall survive any termination of the Employment Term.


 


3.7   Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any
other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which
is subject to recovery under any law, government regulation or stock exchange listing requirement (including, without limitation,
any changes required to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act), will be subject to such deductions
and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or
any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 




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4.    Termination
of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or
the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to
give the other party at least 15 days advance written notice of any termination of the Executive’s employment. Upon termination
of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits
described in this Section 4 and shall have no further rights to any compensation or any other benefits from the Company
or any of its affiliates.


 


4.1    Termination
For Cause or Without Good Reason.  


 


(a)    The
Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the
Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall
be entitled to receive:


 


		(i)	any accrued but unpaid Base Salary, which shall be paid in accordance with the Company’s
customary payroll procedures;



 


		(ii)	any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding
the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment
is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited;



 


		(iii)	reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall
be subject to and paid in accordance with the Company’s expense reimbursement policy; and



 


		(iv)	such employee benefits (including equity compensation), if any, as to which the Executive may be
entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive
be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.



 


Items 4.1(a)(i) through 4.1(a)(iv) are
referred to herein collectively as the “Accrued Amounts”.


 


(b)    For
purposes of this Agreement, “Cause” shall mean:


 


		(i)	the Executive’s willful failure to perform his duties (other than any such failure resulting
from incapacity due to physical or mental illness), and such failure has not been cured after a period of thirty (30) days’
notice from the Company;



 




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		(ii)	the Executive’s willful failure to comply with any valid and legal directive of the Board;



 


		(iii)	the Executive’s willful engagement in dishonesty, illegal conduct or gross misconduct, which
is, in each case, materially injurious to the Company or its affiliates;



 


		(iv)	the Executive’s embezzlement, misappropriation or fraud, whether or not related to the Executive’s
employment with the Company;



 


		(v)	the Executive’s conviction of or plea of guilty or nolo contendere to a crime that
constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;



 


		(vi)	the Executive’s willful malfeasance or willful misconduct in connection with the Executive’s
duties hereunder or any act or omission which is materially injurious to the financial condition or business reputation of the
Company;



 


		(vii)	the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);



 


		(viii)	the Executive’s material breach of any material obligation under this Agreement or any other
written agreement between the Executive and the Company, which breach, if curable,
remains uncured for a period of thirty (30) days after receipt by the Executive of written notice from the Company of such
breach, which notice shall contain the specific reasonable cure requested by the Company.



 


For purposes of this provision, no act
or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done,
by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests
of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon
the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good
faith and in the best interests of the Company.


 


(c)    For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during
the Employment Term without the Executive’s written consent:


 


		(i)	a material reduction in the Executive’s Base Salary;



 


		(ii)	any material breach by the Company of any material provision of this Agreement, which breach, if
curable, remains uncured for a period of thirty (30) days after receipt by the Company of written notice from the Executive
of such breach, which notice shall contain the specific reasonable cure requested by the Executive;



 




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		(iii)	a material, adverse change in the Executive’s title, authority, duties or responsibilities
(other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law) taking into
account the Company’s size, status as a public company and capitalization as of the date of this Agreement; or



 


		(iv)	a Change in Control of the Company in which this Agreement is not assumed.



 


(d)    “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the effective
date of any following events:


 


		(i)	Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as such
term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing twenty
percent (20%) or more of the combined voting power of the Company’s then outstanding shares of capital stock;



 


		(ii)	Change in Board. During any period of one year (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (the “Board”),
and any new director (other than a director designated by a person who has effected a transaction described in subparagraph (i)
of this definition without the consent of the Board) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute
a least a majority of the members of the Board;



 


		(iii)	Corporate Transactions. The effective date of a merger or consolidation of the Company with
any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than a majority of the combined voting power of the voting securities of the surviving
entity outstanding immediately after such merger or consolidation which such shares give the holder(s) thereof the power to elect
at least a majority of the board or other governing body of such surviving entity;



 


		(iv)	Liquidation. The approval by the stockholders of the Company of a complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;
or



 




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		(v)	Other Events. There occurs any other event of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.



 


The Executive cannot terminate his employment
for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for
termination for Good Reason within sixty (60) days of the initial existence of such grounds and the Company has had at least thirty
(30) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his employment
for Good Reason within one hundred twenty (120) days after the first occurrence of the applicable grounds, then the Executive will
be deemed to have waived his right to terminate for Good Reason with respect to such grounds.


 


4.2    Termination
Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the
Executive for Good Reason or by the Company without Cause. In the event of such termination, and subject to the Executive’s
compliance with Sections 5, 6, 7, and 8 of this Agreement and his execution of a release of claims
in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”)
and such Release becoming effective within thirty (30) days following the Termination Date (such 30-day period, the “Release
Execution Period”), the Executive shall be entitled to receive the following:


 


(a)   a lump sum payment
in the amount of $250,000, less any amounts that have previously been paid to the Executive as Base Salary during the Employment
Term; and


 


(b)   any
Annual Bonus earned for a previously completed fiscal year but unpaid as of the Termination Date.


 


4.3    Death
or Disability.  


 


(a)   The
Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term,
and the Company may terminate the Executive’s employment on account of the Executive’s Disability.


 


(b)   If
the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,
the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued
Amounts. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability
shall be provided in a manner which is consistent with federal and state law.


 




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(c)   For
purposes of this Agreement, Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially
perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five
(365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of the Executive’s Disability
as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually
acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.
The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes
of this Agreement.


 


4.4    Notice
of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the
Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive’s death) shall be communicated
by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section
25. The Notice of Termination shall specify:


 


(a)   The
termination provision of this Agreement relied upon;


 


(b)   To
the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and


 


(c)   The
applicable Termination Date.


 


4.5    Termination
Date. The Executive’s Termination Date shall be:


 


(a)   If
the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s
death;


 


(b)   If
the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined
that the Executive has a Disability;


 


(c)   If
the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to
the Executive;


 


(d)   If
the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,
which shall be no less than fifteen (15) days following the date on which the Notice of Termination is delivered; provided that,
the Company shall have the option to provide the Executive with a lump sum payment equal to fifteen (15) days’ Base Salary
in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this
Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;


 


(e)   If
the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice
of Termination, which shall be no less than fifteen (15) days following the date on which the Notice of Termination is delivered;
provided that, the Company may waive all or any part of the fifteen (15) day notice period for no consideration by giving written
notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined
by the Company; and


 




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(f)   If
the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section
1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.


 


 Notwithstanding anything
contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service”
within the meaning of Section 409A.


 


4.6    Resignation
of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive shall
be deemed to have resigned from all positions that the Executive holds as an officer or member of the board of directors (or a
committee thereof) of the Company or any of its affiliates or any position that Executive holds with any other entity at the request
or designation of the Company. To the extent appropriate, Executive shall execute and deliver such notices or other instruments
as shall be required by give effect to the foregoing as may reasonably be requested by the Company.


 


4.7    Section
280G .  


 


(a)   If
any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits
received in connection with the Executive’s termination of employment, whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G
Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject
to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive,
no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount
(the “280G Gross-Up Payment”) equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary
to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise,
income or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 4.7 or
otherwise as if no Excise Tax had been imposed).


 


(b)   All
calculations and determinations under this Section 4.7 shall be made by an independent accounting firm or independent tax
counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on
the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section
4.7, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section
280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents
as the Tax Counsel may reasonably request in order to make its determinations under this Section 4.7. The Company shall
bear all costs the Tax Counsel may reasonably incur in connection with its services.


 




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5.   Cooperation.
To facilitate the orderly conduct of the Company, the Executive agrees to cooperate, at no charge, with the Company’s reasonable
requests for information or assistance related to (i) the time of his employment, (ii) any investigations (including
internal investigations) and audits of the Company’s management’s current and past conduct and business and accounting
practices and (iii) the Company’s defence of, or other participation in, any administrative, judicial, or other proceeding
arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive
was employed by the Company. The Company will promptly reimburse Executive for his reasonable, customary and documented out-of-pocket
business expenses in connection with the performance of his duties under this Section 5.


 


6.   Confidential
Information. The Executive understands and acknowledges that during the Employment Term, he will have access to and learn about
Confidential Information, as defined below.


 


6.1    Confidential
Information Defined.  


 


(a)   Definition.


 


For purposes of this
Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to
the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,
practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements,
contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets,
work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information,
financial information, results, accounting information, accounting records, legal information, marketing information, advertising
information, pricing information, credit information, design information, payroll information, staffing information, personnel
information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics,
drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans,
designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship,
discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information,
client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Company or its businesses or
any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that
has entrusted information to the Company in confidence.


 


The Executive understands
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise
identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.


 


The Executive understands
and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as
if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall
not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided
that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.


 




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(b)    Company
Creation and Use of Confidential Information.


 


The Executive understands
and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into
developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and
improving its offerings in the pharmaceutical industry. The Executive understands and acknowledges that as a result of these efforts,
the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company
with a competitive advantage over others in the marketplace.


 


(c)    Disclosure
and Use Restrictions.


 


The Executive agrees
and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose,
publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available,
in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority
to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside
of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties
to the Company or with the prior consent of the Board acting on behalf of the Company in each instance (and then, such disclosure
shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential
Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or
remove any such documents, records, files, media or other resources from the premises or control of the Company, except as required
in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board
acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent
of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required
by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government
agency. The Executive shall, to the extent permitted by applicable law, promptly provide written notice of any such order to the
Board.


 


The Executive understands
and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence
immediately upon the Executive first having access to such Confidential Information (whether before or after he begins employment
by the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information
has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting
in concert with the Executive or on the Executive’s behalf.


 


7.    Restrictive
Covenants.


 


7.1   Acknowledgment.
The Executive understands that the nature of the Executive’s position gives him access to and knowledge of Confidential Information
and places him in a position of trust and confidence with the Company. The Executive understands and acknowledges that the intellectual
or artistic services he provides to the Company are unique, special or extraordinary.


 




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The Executive further
understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company
is of great competitive importance and commercial value to the Company, and that improper use or disclosure by the Executive is
likely to result in unfair or unlawful competitive activity.


 


7.2   Non-competition.
Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to the Executive, during the Employment Term and for the two (2) years, to run consecutively, beginning on the last day of the
Executive’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of
the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity.


 


For purposes of this
Section 7, “Prohibited Activity” is activity in which the Executive participates, directly or indirectly,
as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, or officer, or any
other similar capacity to an entity providing goods or services competitive with those offered by the Company.


 


Nothing herein shall
prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,
provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member
of a group that controls, such corporation.


 


This Section 7
does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be
waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
The Executive shall, to the extent permitted by applicable law, promptly provide written notice of any such order to the Board.


 


7.3   Non-solicitation
of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit,
or induce the termination of employment of any employee of the Company during two (2) years, to run consecutively, beginning on
the last day of the Executive’s employment with the Company.


 


7.4   Non-solicitation
of Customers. The Executive understands and acknowledges that because of the Executive’s experience with and relationship
to the Company, he will have access to and learn about much or all of the Company’s customer information. “Customer
Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order
preferences, chain of command, pricing information and other information identifying facts and circumstances specific to the customer
and relevant to sales.


 


The Executive understands
and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm.


 


The Executive agrees
and covenants, during two (2) years, to run consecutively, beginning on the last day of the Executive’s employment with the
Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone,
fax, and instant message), attempt to contact or meet with the Company’s current, former or prospective customers for purposes
of offering or accepting goods or services competitive with those offered by the Company.


 




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8.   Non-disparagement.
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of
its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.


 


This Section 8
does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be
waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
The Executive shall, to the extent permitted by applicable law, promptly provide written notice of any such order to the Board.


 


9.   Acknowledgement.
The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character;
that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of
this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.


 


The Executive further
acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Sections
6, 7, and 8 of this Agreement; that he has no expectation of any additional compensation, royalties or other
payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship by reason
of his full compliance with the terms and conditions of Sections 6, 7, and 8 of this Agreement or the Company’s
enforcement thereof.


 


10.   Remedies.
In the event of a breach or threatened breach by the Executive of Sections 6, 7, and 8 of this Agreement,
the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a
temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and
without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in
lieu of, legal remedies, monetary damages or other available forms of relief.


 


11.   Arbitration.
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted
to and decided by binding arbitration. Arbitration shall be administered exclusively by American Arbitration Association and shall
be conducted consistent with the rules, regulations and requirements thereof as well as any requirements imposed by state law.
The arbitration shall be held in the City of Houston, Texas, or such other place as may be agreed upon at the time by the parties
to the arbitration. The arbitrator(s) shall, in their award, allocate between the parties the costs of arbitration, which shall
include reasonable attorneys’ fees of the parties, as well as the arbitrators’ fees and expenses, in such proportions
as the arbitrator(s) deem just. Any arbitral award determination shall be final and binding upon the Parties.


 




    	 	12	 



     


    

 


12.  Proprietary
Rights.


 


12.1   Work
Product. The Executive acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries,
ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived
or reduced to practice by the Executive individually or jointly with others during the period of, and related to, his employment
by the Company (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing
the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other
tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights,
trade secrets, trademarks (and related goodwill), patents and other intellectual property rights therein arising in any jurisdiction
throughout the world and all related rights of priority under international conventions with respect thereto, including all pending
and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and
renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of
the Company.


 


For purposes of this
Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies,
techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, work in process, databases, manuals,
results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product
plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, original works of authorship,
discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists,
client lists, manufacturing information, marketing information, advertising information and sales information.


 


12.2   Work
Made for Hire; Assignment. The Executive acknowledges that, by reason of being employed by the Company at the relevant times,
to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire”
as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does
not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire
right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim
and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto
throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title
or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have
had in the absence of this Agreement.


 




    	 	13	 



     


    

 


12.3   Further
Assurances; Power of Attorney. During and after his employment, the Executive agrees to reasonably cooperate with the Company
to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well as an Intellectual Property Right in the
Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, executing
and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents
and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to
execute and deliver any such documents on the Executive’s behalf in his name and to do all other lawfully permitted acts
to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual
Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s
request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is
coupled with an interest and shall not be effected by the Executive’s subsequent incapacity.


 


12.4   No
License. The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license
or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials,
software or other tools made available to him by the Company.


 


13.  Security.


 


13.1   Security
and Access. The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force
from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities
access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any
and all other Company facilities, IT resources and communication technologies (“Facilities Information Technology and
Access Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized
by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination
of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify
the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized
access, use, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources
or other Company property or materials by others.


 


13.2   Exit
Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request
at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company
property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access
devices, computers, cell phones, smartphones, PDAs, fax machines, equipment, speakers, webcams, manuals, reports, files, books,
compilations, work product, e-mail messages, recordings, thumb drives or other removable information storage devices, hard drives,
and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited
to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the
Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive
in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not
returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices,
networks, storage locations and media in the Executive’s possession or control.


 




    	 	14	 



     


    

 


14.   Publicity.
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and
licensees, of the Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection
with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other
advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other
printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company,
for all legitimate commercial and business purposes of the Company (“Permitted Uses”). without further consent
from or royalty, payment or other compensation to the Executive. The Executive hereby forever waives and releases the Company and
its directors, officers, employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability
of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by
the Company, arising directly or indirectly from the Company’s and its agents’, representatives’ and licensees’
exercise of their rights in connection with any Permitted Uses.


 


15.   Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the state
of Texas without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement
shall be brought only in a state or federal court located in the City of Houston, Texas. The parties hereby irrevocably submit
to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action
or proceeding in such venue.


 


16.   Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the
Agreement.


 


17.   Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Executive and the Company. No waiver by either of the parties of any breach by the other party hereto
of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar
or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of
the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further
exercise thereof or the exercise of any other such right, power or privilege.


 


18.   Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any
portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part
hereof and treated as though originally set forth in this Agreement.


 




    	 	15	 



     


    

 


The parties further agree
that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such
unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all
of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted
to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.


 


The parties expressly
agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth
herein.


 


19.   Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


20.   Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 


21.   Tolling.
Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue
will run from the first date on which the Executive ceases to be in violation of such obligation.


 


22.   Section
409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this
Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a
short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment
payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon
a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by the Executive on account of non-compliance with Section 409A.


 


Notwithstanding any
other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment
is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive
is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall
not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified
Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee
Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafer, any remaining payments
shall be paid without delay in accordance with their original schedule.


 




    	 	16	 



     


    

 


23.  Notification
to Subsequent Employer. When the Executive’s employment with the Company terminates, the Executive agrees to notify any
subsequent employer of the restrictive covenants section contained in this Agreement. In addition, the Executive authorizes the
Company to provide a copy of the restrictive covenants section of this Agreement to third parties, including but not limited to,
the Executive’s subsequent, anticipated or possible future employer.


 


24.  Successors
and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment
by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns.


 


25.  Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


 


If to the Company:


 


PLx Pharma Inc.


8285 El Rio, Suite
130


Houston, TX 77054


 


If to the Executive:


 


Upendra K. Marathi,
Ph.D.


2126 Sheridan St.


Houston, TX 77030


 


26.  Representations
of the Executive. The Executive represents and warrants to the Company that:


 


26.1   The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with
or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or
is otherwise bound.


 


26.2   The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation,
non-competition or other similar covenant or agreement of a prior employer.


 




    	 	17	 



     


    

 


 


27.   Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


28.   Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive
such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


29.   Acknowledgment
of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO
THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	18	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


	 	PLX PHARMA INC.


 


	 	By:	/s/ Ronald R. Zimmerman
	 	 	Ronald R. Zimmerman, President


 


EXECUTIVE


 


	Signature: 	/s/ Upendra K. Marathi	 
	Print Name: Upendra K. Marathi, Ph.D.


 




     


     


    

 


EXHIBIT A


 


AWARD AGREEMENT


 




     


     


    




 


AWARD AGREEMENT

PLx Pharma Inc. 2015 Omnibus Incentive Plan


 


Non-Qualified
Stock Option


 


This Award Agreement
(this “Agreement”) is entered into between PLx Pharma Inc., a Delaware corporation (“Company”),
and Participant pursuant to the terms of the PLx Pharma Inc. 2015 Omnibus Incentive
Plan (as may be amended from time to time, the “Plan”). As used herein, “Participant” means
Upendra K. Marathi, an Employee of Company. Capitalized terms used in this Agreement but not otherwise defined in this Agreement
have the meanings set forth in the Plan.


 


1.           Grant
of Stock Option. Company grants to Participant a Non-qualified Stock Option (the “Stock Option”) on July
22, 2015 (“Date of Grant”) to purchase up to 71,429 shares of Common Stock (the “Shares”)
in accordance with the terms of this Agreement and the Plan. The Shares, when issued to Participant upon the exercise of the Stock
Option, will be fully paid and non-assessable.


 


2.           Purchase
Price. The Option Price of the Shares will be $9.80 per Share, which represents the Fair Market Value on the Date of Grant.


 


3.           Term
of Award. The Award Period during which the Stock Option is in effect will commence on the Date of Grant and end on the tenth
anniversary of the Date of Grant, unless the Stock Option otherwise terminates or is forfeited under the terms of the Plan or this
Agreement prior to the expiration of the Award Period, including, without limitation, in connection with Participant’s termination
of service as an Employee as provided under Section 5 of this Agreement.


 


4.           Exercise
of Stock Option. No portion of the Stock Option may be exercised prior to the date when the Company’s Initial Public
Offering is declared effective by the SEC (the “IPO Effective Date”) and may only be exercised to the extent the Shares
under the Stock Option had vested in accordance with the schedule below. Subject to the provisions of the Plan relating to suspension
or termination from the Plan or the provisions of forfeiture and lapsing of the Stock Option upon a termination of service as described
in Section 5 of this Agreement, the Shares under the Stock Option will be available for exercise in the following increments,
provided Participant has continually remained an Employee through such dates: 42,857 shares vest on the IPO Effective Date; 14,286
shares vest on July 22, 2016; and the remaining 14,286 shares vest on July 22, 2017.


 


The Stock Option must
be exercised in accordance with the Plan and administrative regulations established by the Committee by delivering to the Company’s
principal business office: (1) an Exercise Notice in the form approved by the Committee that designates the Exercise Date and the
number of Shares under the Stock Option to be exercised and (2) full payment for the total Option Price of the Shares to be exercised
on the Exercise Date. Failure to exercise the Stock Option in accordance with the Plan and the regulations established by the Committee
shall render such exercise ineffective. In the event of any failure by Participant to pay for the number of Shares specified in
the Exercise Notice on the Exercise Date, the exercise of the Stock Option with respect to such number of Shares will be treated
as if it had never been made.


 




     


     


    

 


If any law or regulation
requires Company to take any action with respect to the Shares specified in the Exercise Notice, then the date of delivery of the
Shares against payment will be extended for the period necessary to take such action.


 


5.           Termination
of Service. The terms and conditions applicable to the Stock Option in the event of a termination of service with the Company
or its Subsidiaries will be as follows:


 


(a)          Involuntary
Termination Not for Cause or Voluntary Termination by Participant. If Participant’s employment is terminated for any
reason other than as described in Sections 5(b), (c) and (d) below: (i) the portion of this Stock Option that has not vested on
or prior to such date of termination shall automatically lapse and be forfeited, and (ii) the portion of this Stock Option that
has vested but has not been exercised shall automatically lapse and be forfeited at the close of business on the 90th day following
that date of Participant’s termination, unless the Stock Option expires earlier according to its terms.


 


(b)          Involuntary
Termination for Cause. If Participant’s employment is involuntarily terminated by the Company for Cause: (i) the portion
of any Stock Option that has not vested on or prior to such date of termination shall automatically lapse and be forfeited, and
(ii) the portion of this Stock Option that has vested but has not been exercised shall automatically lapse and be forfeited at
the close of business on the 30th day following that date of Participant’s termination, unless the Stock Option expires earlier
according its terms.


 


(c)          Death
or Disability. If Participant’s employment is terminated through death or Disability, the Stock Option will remain outstanding
through the remainder of the Award Period and vest and become exercisable in accordance with the schedule set forth in Section
4 as if Participant continually remained in service as an Employee through such date, unless the Stock Option expires earlier
according its terms.


 


(d)          Termination
in Connection with a Change in Control. Notwithstanding anything to the contrary set forth in this Agreement, in the event
this Stock Option is assigned by a successor corporation or otherwise survives a Change in Control, upon the termination of Participant’s
employment for any reason other than (i) an involuntary termination for Cause or (ii) by Participant without Good Reason, before
the second anniversary of the effective date of a Change in Control, this Stock Option shall fully vest immediately on the date
of termination and become exercisable and remain exercisable for 90 days following the date of termination, or, in the event of
a termination for death or Disability, for one year following the date of termination, unless the Stock Option expires earlier
according its terms.


 


6.           Change
in Control. In addition to the rights provided under Section 5(d), unless otherwise specifically prohibited under applicable
laws, or by any applicable rules or regulations of any governmental agency or authority or national securities exchange on which
any shares of Company’s capital stock is then listed or traded, the Committee may, in its sole discretion, at any time prior
to, coincident with, or after the time of a Change in Control, take one of the following actions:


 


	Non-Qualified Stock Option Award Agreement	Page 2


 




     


     


    

 


		(a)	provide for the acceleration of any time periods, or the waiver of any other conditions, relating
to the vesting or exercise of the Stock Option if Participant’s employment has been terminated as a result of a Change in
Control so that the Stock Option may be vested or exercised in full on or before a date fixed by the Committee, and in connection
therewith the Committee may provide for an extended period to exercise Stock Option (not to exceed the original term);



 


		(b)	provide for the purchase of the Stock Option from Participant if Participant’s employment
has been terminated from and after a Change in Control, upon Participant’s request, for an amount of cash equal to the amount
that would have been obtained upon the exercise of the Stock Option had such Stock Option been currently exercisable or payable
at the effective time of such Change in Control; or



 


		(c)	cause the Stock Option to be assumed, or replaced with a substantially similar award by the surviving
corporation in the transaction resulting in such Change in Control.



 


7.           Plan
Incorporated by Reference. The Plan is incorporated herein, and by this reference, is made a part hereof for all purposes.


 


8.           Limitation
of Rights of Participant. Participant will have no rights with respect to any Shares not expressly conferred by the Plan or
this Agreement.


 


9.           No
Assignment. This Agreement and the Stock Option granted hereunder are of a personal nature and Participant’s rights with
respect hereto and thereto may not be sold, mortgaged, pledged, assigned, transferred, conveyed or disposed of in any manner by
Participant and may not be exercised by any person, other than Participant, except as expressly permitted under the Plan. Any such
attempted sale, mortgage, pledge, assignment, transfer, conveyance, disposition or exercise will be void, and Company will not
be bound thereby.


 


10.         Successors.
This Agreement is binding upon any successors of Company and the heirs, successors and legal representatives of Participant.


 


11.         Direct
Registration. Participant agrees that in lieu of stock certificates, any Shares issuable in connection with the exercise of
the Stock Option may be issued in uncertificated form in accordance with existing procedures of the Company and its stock transfer
agent.


 


12.         Section
409A. This Agreement and the Award evidenced hereby are intended to be exempt from, or otherwise comply with, Section 409A
of the Code and the final regulations promulgated thereunder in all respects and shall be interpreted and administered in such
a manner. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the
Internal Revenue Service. In no event shall the Company be liable for any additional tax, interest or penalties that may be imposed
on Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.


 


	Non-Qualified Stock Option Award Agreement	Page 3


 




     


     


    

 


13.         Definitions.
For the purposes of this Agreement, the following terms shall have the meanings as indicated:


 


“Cause”
means (i) the willful and continued failure by Participant substantially to perform Participant’s duties with the Company
or any of its Subsidiaries (other than any such failure resulting from Participant’s incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to Participant by the Company that specifically identifies
the manner in which the Company believes that Participant has not substantially performed Participant’s duties, or (ii) the
willful engaging by Participant in conduct demonstrably and materially injurious to the Company, or (iii) a conviction of, a plea
of nolo contendere, a guilty plea, or confession by Participant to, an act of fraud, misappropriation or embezzlement or
any crime punishable as a felony or any other crime that involves moral turpitude. For purposes of this definition, no act, or
failure to act, on the part of Participant shall be considered “willful” unless done, or omitted to be done, by Participant
without reasonable belief that Participant’s action or omission was in the best interests of the Company and was lawful.
With respect to the above definition of “Cause”, no act or conduct by Participant will constitute “Cause”
if Participant acted: (i) in accordance with the instructions or advice of counsel representing the Company, or (ii) as required
by legal process.


 


“Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the
effective date of any following events:


 


(i)          Acquisition
of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any rules and regulations promulgated
thereunder), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting
power of the Company’s then outstanding shares of capital stock;


 


(ii)         Change
in Board. During any one-year period (not including any period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board of Directors of Company (the “Board”), and any new director
(other than a director designated by a person who has effected a transaction described in subparagraph (i) of this definition without
the consent of the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority
of the members of the Board;


 


(iii)        Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation which such shares give the holder(s) thereof the power to elect at least a majority of the board or
other governing body of such surviving entity;


 


	Non-Qualified Stock Option Award Agreement	Page 4


 




     


     


    

 


(iv)        Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; or


 


(v)         Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether
or not the Company is then subject to such reporting requirement.


 


“Disability”
means that Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months.


 


“Good
Reason” means:


 


		(a)	the assignment to Participant of any duties inconsistent with Participant’s position (including
offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the Change
in Control, or any other action by Company that results in a diminution in such position, authority, duties or responsibilities
(excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith);or



 


		(b)	any requirement that Participant be based at any office or location more than fifty (50) miles
from his or her office or location prior to the Change in Control; or



 


		(c)	any failure by Company to continue in effect any cash or stock-based incentive or bonus plan, retirement
plan, welfare benefit plan or other compensation, retirement or benefit plan and policy, unless the aggregate value (as computed
by an independent benefits consultant selected by Company and reasonably acceptable to Participant or Participant’s legal
representative) of the diminution of all such compensation, retirement or benefit plans and policies provided Participant is not
materially less than their aggregate value as in effect at any time during the one hundred twenty (120) day period immediately
preceding a Change in Control or, if more favorable to Participant, those provided generally at any time after the Change in Control
to other similarly-situated «Status» or Participant; or



 


		(d)	in the event of a Prospective Change in Control, Company and Participant have not received written
notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control
from the successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of
the closing to assume and agree to perform Company's obligations under this Agreement in the same manner and to the same extent
that Company is hereby required to perform.



 


	Non-Qualified Stock Option Award Agreement	Page 5


 




     


     


    

 


Participant must provide written notice
to Company of the existence of the condition(s) described in (a) through (d) above within 90 days of the initial existence of the
condition(s). Company shall have 30 days after such notice is given during which to remedy the condition(s), and such occurrence
shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected by Company within the 30 day
cure period and Participant has been reasonably compensated for monetary losses or damages resulting therefrom.


 


“Person”
means a person (as such term is used in Rule 13d-5 promulgated under the Exchange Act), or group (as such term is defined in Sections
3(a)(9) and 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder)).


 


“Prospective
Change in Control” shall mean (i) any offer presented, directly or indirectly, to the Board which, if consummated, would
constitute a Change in Control, or (ii) any negotiation with the Board or any committee or representative thereof to make such
an offer (including the unilateral announcement of the terms on which such an offer would be made).


 


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	Non-Qualified Stock Option Award Agreement	Page 6


 




     


     


    

 


By your signature and the Company’s
signature below, you and the Company agree that the Stock Option referenced above is granted under and governed by the terms and
conditions of the this Award Agreement and the Plan (as may be amended) attached hereto, all of which are made a part of this agreement.


 


PLX PHARMA Inc.


  


	By:	 	 	 
	 	 	 	Date


 


	 	 	 
	Participant: Upendra K. Marathi	 	Date


 


	Non-Qualified Stock Option Award Agreement	Page 7


 




     


     


    

 


2015 OMNIBUS INCENTIVE PLAN


 


[See attached]


 


	Non-Qualified Stock Option Award Agreement	Page 8