Exhibit 4.3


 


ANTRIABIO, INC.

2016 NON Qualified Stock Option PLAN, AS AMENDED


 


Section 1.     Purpose


 


The purpose of the Plan is to promote the interests
of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and
non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts
for the success of the Company’s business and to compensate such persons through stock options and provide them with opportunities
for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.


 


Section 2.     Definitions


 


As used in the Plan, the following terms shall
have the meanings set forth below:


 


(a)           “Affiliate”
shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.


 


(b)           “Award”
shall mean an Option awarded pursuant to this Plan.


 


(c)           “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the
Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).


 


(d)           “Board”
shall mean the Board of Directors of the Company.


 


(e)           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 


(f)            “Committee”
means a committee or subcommittee of the Board appointed from time to time by the Board. Notwithstanding the foregoing, if, and to the
extent that no Committee exists which has the authority to administer this Plan, the functions of the Committee shall be exercised by
the Board and all references herein to the Committee shall be deemed to be references to the Board.


 


(g)           “Company”
shall mean AntriaBio, Inc., a Delaware corporation and any successor corporation.


 


(h)           “Director”
shall mean a member of the Board.


 


(i)            “Eligible
Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor providing services
to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is
extended.


 






     


     


    

 


(j)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(k)           “Fair
Market Value” with respect to of one Share as of any date shall mean (a) if the Share is listed on any established stock
exchange, the price of one Share at the close of the regular trading session of such market or exchange on such date, as reported by
The Wall Street Journal or a comparable reporting service, or, if no sale of Shares shall have occurred on such date, on the next preceding
date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock exchange, the average of
the closing “bid” and “asked” prices quoted by the OTCQB, the National Quotation Bureau, or any comparable reporting
service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding
date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value
of a Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles
of valuation with respect thereto.


 


(l)            “Non-Employee
Director” shall mean a Director who is not also an employee of the Company or an Affiliate.


 


(m)          “Option”
shall mean shall mean an option granted under the Plan.


 


(n)           “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


 


(o)           “Person”
shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.


 


(p)           “Plan”
shall mean the AntriaBio, Inc. 2014 Non Qualified Stock Option Plan, as amended from time to time.


 


(q)           “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation.


 


(r)           “Section 409A”
shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance
thereunder.


 


(s)           “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(t)            “Share”
or “Shares” shall mean common shares $0.001 par value in the capital of the Company (or such other securities or property
as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).


 


(u)          “Specified
Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed
or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly
with respect to all plans maintained by the Company that are subject to Section 409A.


 






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Section 3.     Administration


 


(a)           Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the
Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine
the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each
Award; (iii) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture
of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (iv) amend
the terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7; (v) accelerate the exercisability
of any Award or the lapse of any restrictions relating to any Award, subject to the limitations in Section 7, (vi) determine
whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other
property (excluding promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7; ; (vii) 
interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (ix) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan; and (x) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation,
establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet
the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United
States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement,
and any employee of the Company or any Affiliate.


 


(b)           Delegation.
The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as
the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate
such authority (i) with regard to grants of Awards to be made to officers or directors of the Company or (ii) in such a manner
as would contravene Section 157 of the Delaware General Corporation Law, as amended.


 


(c)           Power
and Authority of the Board. Notwithstanding anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise all the powers and duties of the Committee under the Plan.


 






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Section 4.     Shares
Available for Awards


 


(a)           Shares
Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued
under all Awards under the Plan shall be fifteen million (15,000,000) Shares which represents post Reverse Stock Split Shares.


 


(b)           Counting
Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of
Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan. For purposes of determining the number of Shares covered on the date of
grant by an Option, the aggregate number of Shares with respect to which the Option is to be exercised shall be counted against the number
of Shares available for Awards under the Plan (without regard to the number of actual Shares issued upon exercise or settlement).


 


If any Shares covered by an Award or to which
an Award relates are not purchased or are forfeited or are reacquired by the Company, or if an Award otherwise terminates or is cancelled
without delivery of any Shares, then the number of Shares counted pursuant to Section 4(b) of the Plan against the aggregate
number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company,
termination or cancellation, shall again be available for granting Awards under the Plan. Notwithstanding anything to the contrary in
this Section 4, the following Shares will not again become available for issuance under the Plan: (i) any Shares which would
have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant
to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (ii) any Shares withheld
by the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Option; or (iii) Shares that are
repurchased by the Company using Option exercise proceeds.


 


(c)           Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other
similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may
be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding
Awards and (iii) the purchase price or exercise price with respect to any Award.


 


Section 5.     Eligibility


 


Any Eligible Person shall be eligible to be designated
as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success
of the Company or such other factors as the Committee, in its discretion, shall deem relevant.


 






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Section 6.     Awards


 


(a)           Options.
The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


 


		(i)	Exercise Price. The purchase price per Share purchasable under
                                            an Option shall be determined by the Committee and shall not be less than 100% of the Fair
                                            Market Value of a Share on the date of grant of such Option; provided, however, that
                                            the Committee may designate a purchase price below Fair Market Value on the date of grant
                                            if the Option is granted in substitution for a stock option previously granted by an entity
                                            that is acquired by or merged with the Company or an Affiliate.



 


		(ii)	Option Term. The term of each Option shall be fixed by the Committee
                                            at the time but shall not be longer than 10 years from the date of grant.



 


		(iii)	Time and Method of Exercise. The Committee shall determine
                                            the time or times at which an Option may be exercised in whole or in part and the method
                                            or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually
                                            or by attestation), other securities, other Awards or other property, or any combination
                                            thereof, having a Fair Market Value on the exercise date equal to the applicable exercise
                                            price, in which, payment of the exercise price with respect thereto may be made or deemed
                                            to have been made.



 


		(A)	Promissory Notes. Notwithstanding the foregoing, the Committee
                                            may not accept a promissory note as consideration.



 


		(B)	Net Exercises. The Committee may, in its discretion, permit
                                            an Option to be exercised by delivering to the Participant a number of Shares having an aggregate
                                            Fair Market Value (determined as of the date of exercise) equal to the excess, if positive,
                                            of the Fair Market Value of the Shares underlying the Option being exercised on the date
                                            of exercise, over the exercise price of the Option for such Shares.



 


(b)           General.


 


		(i)	Consideration for Awards. Awards may be granted for no cash consideration
                                            or for any cash or other consideration as may be determined by the Committee or required
                                            by applicable law.



 






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		(ii)	Awards May Be Granted Separately or Together. Awards may,
                                            in the discretion of the Committee, be granted either alone or in addition to, in tandem
                                            with or in substitution for any other Award or any award granted under any other plan of
                                            the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards
                                            or in addition to or in tandem with awards granted under any other plan of the Company or
                                            any Affiliate may be granted either at the same time as or at a different time from the grant
                                            of such other Awards or awards.



 


		(iii)	Forms of Payment under Awards. Subject to the terms of the
                                            Plan and of any applicable Award Agreement, payments or transfers to be made by the Company
                                            or an Affiliate upon the grant, exercise or payment of an Award may be made in such form
                                            or forms as the Committee shall determine (including, without limitation, cash, Shares, other
                                            securities (but excluding promissory notes), other Awards or other property or any combination
                                            thereof), and may be made in a single payment or transfer, in installments or on a deferred
                                            basis, in each case in accordance with rules and procedures established by the Committee.
                                            Such rules and procedures may include, without limitation, provisions for the payment
                                            or crediting of reasonable interest on installment or deferred payments or the grant or crediting
                                            of Dividend Equivalents with respect to installment or deferred payments.



 


		(iv)	Limitation on Awards Granted to Non-Employee Directors. No Director
                                            who is not also an employee of the Company or an Affiliate may be granted any Award or Awards
                                            denominated in Shares that exceed $200,000 value in the aggregate in any calendar year (determined
                                            based upon the Black Scholes valuation method).



 


		(v)	Limits on Transfer of Awards. Except as otherwise provided by
                                            the Committee in its discretion and subject to such additional terms and conditions as it
                                            determines, no Award (other than fully vested and unrestricted Shares issued pursuant to
                                            any Award) and no right under any such Award shall be transferable by a Participant other
                                            than by will or by the laws of descent and distribution, and no Award (other than fully vested
                                            and unrestricted Shares issued pursuant to any Award) or right under any such Award may be
                                            pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation,
                                            attachment or encumbrance thereof shall be void and unenforceable against the Company or
                                            any Affiliate. The Committee may establish procedures as it deems appropriate for a Participant
                                            to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights
                                            of the Participant and receive any property distributable with respect to any Award in the
                                            event of the Participant’s death.



 






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		(vi)	Restrictions; Securities Exchange Listing. All Shares or other
                                            securities delivered under the Plan pursuant to any Award or the exercise thereof shall be
                                            subject to such restrictions as the Committee may deem advisable under the Plan, applicable
                                            federal or state securities laws and regulatory requirements, and the Committee may cause
                                            appropriate entries to be made with respect to, or legends to be placed on the certificates
                                            for, such Shares or other securities to reflect such restrictions. The Company shall not
                                            be required to deliver any Shares or other securities covered by an Award unless and until
                                            the requirements of any federal or state securities or other laws, rules or regulations
                                            (including the rules of any securities exchange) as may be determined by the Company
                                            to be applicable are satisfied.



 


		(vii)	Prohibition on Option Repricing. Except as provided in Section 4(c) hereof,
                                            the Committee may not, without prior approval of the Company’s stockholders, seek to
                                            effect any re-pricing of any previously granted, “underwater” Option by: (i) amending
                                            or modifying the terms of the Option to lower the exercise price; (ii) canceling the
                                            underwater Option and granting either (A) replacement Options having a lower exercise
                                            price; or (B) Shares in exchange; or (iii) repurchasing the underwater Option.
                                            An Option will be deemed to be “underwater” at any time when the Fair Market
                                            Value of the Shares covered by such Option is less than the exercise price.



 


		(viii)	Acceleration of Vesting or Exercisability. No Award Agreement
                                            shall accelerate the exercisability of any Award or the lapse of restrictions relating to
                                            any Award in connection with a change-in-control event unless such acceleration occurs upon
                                            the consummation of (or effective immediately prior to the consummation of, provided that
                                            the consummation subsequently occurs) such change-in-control event.



 


Section 7.     Amendment
and Termination; Corrections


 


(a)            Amendments
to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may
amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, (except
as expressly provided in the Plan) adversely alter or impair the terms or conditions of the Award previously granted to a Participant
under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any
Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental
entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange. For greater
certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may
amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders of the Company in order to:


 


		(i)	amend the eligibility for, and limitations or conditions imposed upon,
                                            participation in the Plan;



 



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		(ii)	amend any terms relating to the granting or exercise of Awards, including
                                            but not limited to terms relating to the amount and payment of the exercise price, or the
                                            vesting, expiry, assignment or adjustment of Awards, or otherwise waive any conditions of
                                            or rights of the Company under any outstanding Award, prospectively or retroactively;



 


		(iii)	make changes that are necessary or desirable to comply with applicable
                                            laws, rules, regulations and policies of any applicable governmental entity or stock exchange
                                            (including amendments to Awards necessary or desirable to avoid any adverse tax results under
                                            Section 409A, and no action taken to comply with Section 409A shall be deemed to
                                            impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary
                                            thereof); or



 


		(iv)	amend any terms relating to the administration of the Plan, including
                                            the terms of any administrative guidelines or other rules related to the Plan.



 


For greater certainty, prior approval of the stockholders
of the Company shall be required for any amendment to the Plan or an Award that would:


 


		(i)	require stockholder approval under the rules or regulations of
                                            the Securities and Exchange Commission or any other securities exchange that are applicable
                                            to the Company;



 


		(ii)	increase the number of shares authorized under the Plan as specified
                                            in Section 4(a) of the Plan;



 


		(iii)	increase the number of shares or value of the Plan;



 


		(iv)	permit repricing of Options, which is currently prohibited by Section 6(b)(vii) of
                                            the Plan;



 


		(v)	permit the award of Options at a price less than 100% of the Fair Market
                                            Value of a Share on the date of grant of such Option , contrary to Section 6(a)(i) of
                                            the Plan; or



 


		(vi)	increase the maximum term permitted for Options as specified in Section 6(a)(ii) of
                                            the Plan.



 


(b)           Corporate
Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over
bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or
event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee
or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective
immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken
under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award
or beneficiary thereof:


 


		(i)	either (A) termination of any the Award, whether or not vested,
                                            in exchange for an amount of cash and/or other property, if any, equal to the amount that
                                            would have been attained upon the exercise of the Award or realization of the Participant’s
                                            rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction
                                            or event described in this Section 7(b)(i)(A), the Committee or the Board determines
                                            in good faith that no amount would have been attained upon the exercise of the Award or realization
                                            of the Participant’s rights, then the Award may be terminated by the Company without
                                            any payment) or (B) the replacement of the Award with other rights or property selected
                                            by the Committee or the Board, in its sole discretion;



 






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		(ii)	that the Award be assumed by the successor or survivor corporation,
                                            or a parent or subsidiary thereof, or shall be substituted for by similar options, rights
                                            or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
                                            thereof, with appropriate adjustments as to the number and kind of shares and prices;



 


		(iii)	that the Award shall be exercisable or payable or fully vested with
                                            respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable
                                            Award Agreement; or



 


		(iv)	that the Award cannot vest, be exercised or become payable after a
                                            date certain in the future, which may be the effective date of the event.



 


(c)           Correction
of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the stockholders of the Company, correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the
extent it shall deem desirable to implement or maintain the effectiveness of the Plan.


 


Section 8.     Income
Tax Withholding


 


In order to comply with all applicable federal,
state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable
federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes
to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion
and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing
to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such taxes (but only to the extent necessary to satisfy minimum
statutory withholding requirements) or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt
of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if
any, must be made on or before the date that the amount of tax to be withheld is determined.


 






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Section 9.     General
Provisions


 


(a)           No
Rights to Awards. No Eligible Person, Participant or other person shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the
Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.


 


(b)           Award
Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall
have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an
electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative
of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the
Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.


 


(c)           Plan
Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the
terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.


 


(d)           No
Rights of Stockholders. Neither a Participant nor the Participant’s legal representative shall be, or have any of the rights
and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole
or in part, unless and until such Shares have been issued.


 


(e)           No
Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally
applicable or applicable only in specific cases.


 


(f)            No
Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee
of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s
employment at any time, with or without cause, in accordance with applicable law. In addition, the Company or an Affiliate may at any
time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly
provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against
the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or
an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation
for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment,
whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating
in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and
regulations adopted by the Committee and shall be fully bound thereby.


 






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(g)           Governing
Law. The internal law, and not the law of conflicts, of the State of Delaware shall govern all questions concerning the validity,
construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.


 


(h)           Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder
of the Plan or any such Award shall remain in full force and effect.


 


(i)            No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.


 


(j)            Other
Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose
of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance,
disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by
such other plan.


 


(k)           No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.


 


(l)            Headings.
Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 






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Section 10.   Effective
Date of the Plan


 


The Plan was adopted by the Board on October 31,
2016 and amended on August 21, 2017.


 


Section 11.   Term
of the Plan


 


No Award shall be granted under the Plan, and
the Plan shall terminate, on October 31, 2021 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of
the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend
beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority
of the Board to amend the Plan, shall extend beyond the termination of the Plan.


 






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