BIOXCEL THERAPEUTICS, INC.

2020 EMPLOYEE STOCK PURCHASE PLAN






 


Exhibit 10.2


 


Article I.

PURPOSE





 


The purposes of this BioXcel Therapeutics, Inc.
2020 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are
to assist Eligible Employees of BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”),
and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.


 


The Plan consists of
two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423
Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall
be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423
Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase
plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant
to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and
designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries but shall not be
intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise determined
by the Administrator or provided herein, the Non-Section 423 Component will operate and be administered in the same manner
as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as
such by the Administrator at or prior to the time of such Offering.


 


For purposes of this
Plan, the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms
of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are
identical, provided that the terms of participation are the same within each separate Offering under the Section 423 Component
(as determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could,
but shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423
Component of the Plan.


 


Article II.

DEFINITIONS AND CONSTRUCTION


 


Wherever the following terms are used in
the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall
include the plural where the context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends
the others.


 


2.1            “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article XI. The term “Administrator”
shall refer to the Committee unless the Board has assumed the authority for administration of the Plan as provided in Article XI.


 






     


     


    

 


2.2            “Applicable
Law” shall mean the requirements relating to the administration of equity incentive plans under U.S. federal and
state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where rights under this Plan are granted.


  


2.3            “Board”
shall mean the Board of Directors of the Company.


 


2.4            “Change
in Control” shall mean and include each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Shares to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses
(i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its
Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior
to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly
or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the
Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after
such acquisition; or


 


(b)            During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect
a transaction described in subsections (a) or (c)) 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 two-year period or whose election or nomination for election was previously so approved, cease for any reason
to constitute a majority thereof; or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s
assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and


 






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(ii)            after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company
prior to the consummation of the transaction.


 


The Administrator shall have full and final
authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant
to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.


 


2.5            “Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.6            “Company”
shall mean BioXcel Therapeutics, Inc., a Delaware corporation, or any successor.


 


2.7            “Compensation”
of an Eligible Employee shall mean, unless otherwise determined by the Administrator, the gross base compensation received by such
Eligible Employee as compensation for services to the Company or any Designated Subsidiary, including overtime payments and excluding
sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments.


 


2.8            “Designated
Subsidiary” shall mean any Subsidiary designated by the Administrator in accordance with Section 11.3(b), such
designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated
Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both.


 


2.9            “Eligible
Employee” shall mean an Employee who does not, immediately after any rights under this Plan are granted, own (directly
or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of Shares and other
securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes
of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall
apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall
be treated as stock owned by the Employee.


 


Notwithstanding the
foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering
Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of
the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of
the Code (which service requirement may not exceed two years); (iii) such Employee’s customary employment is for twenty
hours per week or less; (iv) such Employee’s customary employment is for less than five months in any calendar year;
and/or (v) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Shares under
the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares
under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements
of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that
any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period
to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).


 






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Further notwithstanding
the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply in determining
who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the Company or
a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees,
and (ii) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local
laws, the applicable local laws shall control.


 


2.10            “Employee”
shall mean any officer or other employee of the Company or any Designated Subsidiary. For the Section 423 Component of the
Plan, “employee” shall not include any director or employee of the Company or a Designated Subsidiary who does not
render services to the Company or a Designated Subsidiary as an employee within the meaning of Section 3401(c) of the
Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation
Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first
day immediately following such three (3)-month period.


 


2.11            “Enrollment
Date” shall mean the first Trading Day of each Offering Period.


 


2.12            “Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.


 


2.13            “Fair
Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed
on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange
for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock
exchange but are quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred
on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or
another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator
will determine the Fair Market Value in its discretion.


 


2.14            “Non-Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures,
if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an
Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted
pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 






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2.15            “Offering”
means an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period as further described
in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company
or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods
of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent permitted
by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical,
provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and
(a)(3).


  


2.16            “Offering
Document” shall have the meaning given to such term in Section 4.1.


 


2.17            “Offering
Period” shall have the meaning given to such term in Section 4.1.


 


2.18            “Parent”
shall mean any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time
of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


 


2.19            “Participant”
shall mean any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant
to the Plan.


 


2.20            “Plan”
shall mean this 2020 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component
and any other sub-plans or appendices hereto, as amended from time to time.


 


2.21            “Purchase
Date” shall mean the last Trading Day of each Offering Period.


 


2.22            “Purchase
Price” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase
price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment
Date or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated
by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering
Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided,
further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less
than the par value of a Share.


 


2.23            “Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures,
if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an
Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares
granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.24            “Securities
Act” shall mean the U.S. Securities Act of 1933, as amended.


 


2.25            “Share”
shall mean a share of common stock of the Company.


 






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2.26            “Subsidiary”
shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the
time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; provided,
however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity
is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other
Subsidiary that is a corporation being the sole owner of such entity, or (b) such entity elects to be classified as a corporation
under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. In addition,
with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the
Company has a direct or indirect equity interest or significant business relationship.


 


2.27            “Trading
Day” shall mean a day on which national stock exchanges in the United States are open for trading.


 


2.28            “Treas.
Reg.” means U.S. Department of the Treasury regulations.


 


Article III.

SHARES SUBJECT TO THE PLAN


 


3.1            Number
of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted
under the Plan shall be 100,000 Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar
year beginning on January 1, 2021 and ending on and including January 1, 2030, the number of Shares available for issuance
under the Plan shall be increased by that number of Shares equal to the lesser of (a) 1% of the Shares outstanding on the
final day of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Board. If
any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under
such right shall again become available for issuance under the Plan. Notwithstanding anything in this Section 3.1 to the
contrary, the number of Shares that may be issued or transferred pursuant to the rights granted under the Section 423 Component
of the Plan shall not exceed an aggregate of 500,000 Shares, subject to Article VIII.


 


3.2            Shares
Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and
unissued Shares, treasury shares or Shares purchased on the open market.


 


Article IV.

Offering Periods; Offering Documents; Purchase Dates


 


4.1            Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under
the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the
Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document”
adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the
Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached
hereto as part of the Plan. The provisions of separate Offerings or Offering Periods under the Plan need not be identical.


 






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4.2            Offering
Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions
of this Plan by reference or otherwise):


 


(a)            the
length of the Offering Period, which period shall not exceed twenty-seven months;


 


(b)            the
maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a
contrary designation by the Administrator, shall be 25,000 Shares; and


 


(c)            such
other provisions as the Administrator determines are appropriate, subject to the Plan.


 


Article V.

ELIGIBILITY AND PARTICIPATION


 


5.1            Eligibility.
Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering
Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V
and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


5.2            Enrollment
in Plan.


  


(a)            Except
as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant
in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date
for such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form
as the Company provides.


 


(b)            Each
subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by the
Company or the Designated Subsidiary employing such Eligible Employee on each payday during the Offering Period as payroll deductions
under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1% and may not be more than
the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be 25% in the
absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited to an
account for such Participant under the Plan and shall be deposited with the general funds of the Company.


 


(c)            A
Participant may increase or decrease the percentage of Compensation designated in his or her subscription agreement, subject to
the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided,
however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections
during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator,
a Participant shall be allowed one change to his or her payroll deduction elections during each Offering Period). Any such change
or suspension of payroll deductions shall be effective with the first full payroll period following five business days after the
Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator
in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s
cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of
Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation
in the Plan pursuant to Article VII.


 






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(d)            Except
as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only
by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3            Payroll
Deductions. Except as otherwise provided in the applicable Offering Document, payroll deductions for a Participant
shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to
which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII
or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding
any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions
is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s
account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however,
that, for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under
Section 423 of the Code when applying an alternative method of contribution.


 


5.4            Effect
of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan
for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement,
withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible to participate in
the Plan.


 


5.5            Limitation
on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only
if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase
plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not
permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that
exceeds $25,000 of the fair market value of such stock (determined as of the first day of the Offering Period during which
such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be
applied in accordance with Section 423(b)(8) of the Code.


 


5.6            Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan,
a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance
of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of
the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in
cash as soon as reasonably practicable after the Purchase Date.


 






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5.7            Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable
to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside
of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423 Component, such special
terms may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible Employees who
are residents of the United States. Such special terms may be set forth in an addendum to the Plan in the form of an appendix
or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423
Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan
conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix
or sub-plan shall be pursuant to Section 11.3(f). Without limiting the foregoing, the Administrator is specifically authorized
to adopt rules and procedures, with respect to Participants who are foreign nationals or employed in non-U.S. jurisdictions,
regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition
of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local
currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll
deductions or contributions.


 


5.8            Leave
of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under
the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday
equal to his or her authorized payroll deduction.


 


Article VI.

grant and Exercise of rights


 


6.1            Grant
of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period
shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5,
and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number
of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase
Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded
down to the nearest Share). The right shall expire on the last day of the Offering Period.


 


6.2            Exercise
of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional
payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to
the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase
Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically
provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase
right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for
the next following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may
determine and may be issued in certificated form or issued pursuant to book-entry procedures.


 



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6.3            Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with
respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the
Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the
Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation
of the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase
Shares are to be exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering
Periods then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company
may make pro rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the
preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s
stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant that has
not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable
after the Purchase Date.


 


6.4            Withholding.
At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the
Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state,
or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any
time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary
for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant.


 


6.5            Conditions
to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make
any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the
following conditions:


 


(a)            The
admission of such Shares to listing on all stock exchanges, if any, on which the Shares are then listed;


 


(b)            The
completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute
discretion, deem necessary or advisable;


 






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(c)            The
obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;


 





(d)            The
payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights,
if any; and


 


(e)            The
lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish
for reasons of administrative convenience.


 


Article VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1            Withdrawal.
A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used
to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company
no later than one week prior to the end of the Offering Period. All of the Participant’s payroll deductions credited to
his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt
of notice of withdrawal and such Participant’s rights for the Offering Period shall be automatically terminated, and no
further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from
an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant timely
delivers to the Company a new subscription agreement.


 


7.2            Future
Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility
to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering
Periods that commence after the termination of the Offering Period from which the Participant withdraws.


 


7.3            Cessation
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed
to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s
account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering
Period shall be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary
participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component,
such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate
in the Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall
be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering under
the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the
Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant
who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to the Company or
any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s
employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current
Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering Period in which
the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish
different rules to govern transfers of employment between entities participating in the Section 423 Component and the
Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.


 






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Article VIII.

Adjustments upon Changes in SHARES


 


8.1            Changes
in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or other property), Change in Control, reorganization,
merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale 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, as determined by the Administrator, affects the Shares such that an adjustment
is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under
the Plan, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate
number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2
on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject
to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.


 


8.2            Other
Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or
any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements
of the Company or any affiliate (including without limitation any Change in Control), or of changes in Applicable Law or accounting
principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized
to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order
to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with
respect to any right under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations
or principles:


 


(a)            To
provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount
that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement
of such outstanding right with other rights or property selected by the Administrator in its sole discretion;


 


(b)            To
provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar rights 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;


 






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(c)            To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan
and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)            To
provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase
Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering
Period(s) shall be terminated; and


 


(e)            To
provide that all outstanding rights shall terminate without being exercised.


 


8.3            No
Adjustment Under Certain Circumstances. No adjustment or action described in this Article VIII or in any other
provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Section 423 Component
of the Plan to fail to satisfy the requirements of Section 423 of the Code.


 


8.4            No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares
of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except
as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price
with respect to any outstanding rights.


 


Article IX.

Amendment, modification and termination


 


9.1            Amendment,
Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time
to time; provided, however, that approval of the Company’s stockholders shall be required to amend
the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the
Plan under Section 3.1 (other than an adjustment as provided by Article VIII) or (b) change the corporations or
classes of corporations whose employees may be granted rights under the Plan.


 


9.2            Certain
Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered
to have been adversely affected (and, with respect to the Section 423 Component of the Plan, to the extent permitted by Section 423
of the Code), the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes
in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company’s processing of withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for
each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other
limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the
Plan.


 






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9.3            Actions
In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing
operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and,
to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:


 


(a)            altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;


 


(b)            shortening
any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time
of the Administrator action; and


 


(c)            allocating
Shares.


 


Such modifications or amendments shall not
require stockholder approval or the consent of any Participant.


 


9.4            Payments
Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall
be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may be shortened
so that the purchase of Shares occurs prior to the termination of the Plan.


 


Article X.

TERM OF PLAN


 


The Plan shall become effective on the date
the Plan is adopted by the Board, subject to approval of the Plan by the Company’s stockholders within twelve months following
the date the Plan is first approved by the Board. No right may be granted under the Plan prior to such stockholder approval. No
rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.


 


Article XI.

ADMINISTRATION


 


11.1            Administrator.
Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another
committee or a subcommittee of the Board to which the Board delegates administration of the Plan) (such committee, the “Committee”).
The Board may at any time vest in the Board any authority or duties for administration of the Plan.


 






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11.2            Action
by the Administrator. Unless otherwise established by the Board or in any charter of the Administrator, a majority
of the Administrator shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum
is present and, subject to Applicable Law and the Bylaws of the Company, acts approved in writing by a majority of the Administrator
in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company
or any Designated Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant
or other professional retained by the Company to assist in the administration of the Plan.


 








11.3            Authority
of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions
of the Plan:


 


(a)            To
determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need
not be identical).


 


(b)            To
designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without
the approval of the stockholders of the Company.


 


(c)            To
impose a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan for
a period of time determined by the Administrator in its discretion.


 


(d)            To
construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the
Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(e)            To
amend, suspend or terminate the Plan as provided in Article IX.


 


(f)            Generally,
to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests
of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan”
within the meaning of Section 423 of the Code for the Section 423 Component.


 


(g)            The
Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed
to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions
of this Plan, with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.


 


11.4            Designation
of Subsidiaries. The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute Designated
Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section 423 Component or Non-Section 423
Component. The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, without the approval
of the stockholders of the Company.


 






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11.5            Decisions
Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription
agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive
on all parties.


 


Article XII.

MISCELLANEOUS


 


12.1            Restriction
upon Assignment. A right granted under the Plan shall not be transferable other
than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only
by the Participant. Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except
by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the
Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.


 


12.2            Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed
to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until
such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under
the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property)
or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly
provided herein or as determined by the Administrator.


 


12.3            Interest.
No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 


12.4            Designation
of Beneficiary.


 


(a)            A
Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any
Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death
subsequent to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of
such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from
the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the Participant’s
rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other
than the Participant’s spouse as his or her beneficiary shall not be effective without the prior written consent of the Participant’s
spouse.


 


(b)            Such
designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the
death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such
Participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in
its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant,
or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.


 






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12.5            Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.


 


12.6            Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under
the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423
Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board
or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code.
Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as other Eligible
Employees participating in the Non-Section 423 Component or as Eligible Employees participating in the Section 423 Component.


 


12.7            Use
of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.


 


12.8            Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.9            No
Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant)
the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent
or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with or
without cause.


 


12.10            Notice
of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer
of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer
is made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within
one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or
other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant
in such disposition or other transfer.


 


12.11            Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced in accordance with the laws
of the State of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s
laws other than the State of Delaware.


 






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12.12            Electronic
Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may
submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement
of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted
to the Administrator with respect to such Offering Period in order to be a valid election.


  


* * * * *


 






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BIOXCEL THERAPEUTICS, INC.

2020 EMPLOYEE STOCK PURCHASE PLAN

SUB-PLAN FOR INTERNATIONAL PARTICIPANTS






  


1.            Application.
This Sub-Plan for International Participants in the BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan (this “Sub-Plan”)
sets forth additional terms and conditions applicable to the rights granted to, and the Shares purchased by, Eligible Employees
in the countries set forth below.


 


The Plan and this Sub-Plan are complimentary
to each other and shall be deemed as one. In any case of contradiction between the provisions of this Sub-Plan and the Plan, the
provisions set out in the Sub-Plan shall prevail. Any capitalized terms used in this Sub-Plan but not defined shall have the meaning
given to those terms in the Plan.


 


2.            Global
Provisions.


 


(a)            Data
Protection. It shall be a term and condition for participation in the Plan that a Participant explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of a Participant’s personal “Data”
(as defined below) by and among, as applicable, the Company, any Subsidiary and a Participant’s employing entity (the “Employer”),
if different, and their affiliates (collectively, the “Company Group”) for the exclusive purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Company Group holds certain personal information
about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, e-mail address,
date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any shares
of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and
managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected
by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients
of the Data may be located in the United States of America or elsewhere (and, if the Participant is a resident of a member state
of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States
of America) may have different data privacy laws and protections than the Participant’s country. The Participant may request
a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative.
Each Participant hereby authorizes the Company Group and any other possible recipients which may assist the Company (presently
or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation
in the Plan. Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation
in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. A
Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing the Participant’s
local human resources representative. A Participant’s refusal to provide consent or withdrawal of consent may affect the
Participant’s ability to participate in the Plan. This section applies to information held, used or disclosed in any medium.


 






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(b)            Acknowledgment
of Nature of Plan and Rights. In participating in the Plan, each Participant acknowledges that:


 


(i)            for
labor law purposes, the rights granted and the Shares purchased under the Plan are an extraordinary item that do not constitute
wages of any kind for services of any kind rendered to the Company or the Employer, and the award of rights is outside the scope
of Participant’s service contract, if any;


 


(ii)            for
labor law purposes, the rights granted and the Shares purchased under the Plan are not part of normal or expected wages or salary
for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal,
end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments and in no
event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, its Parent,
or any Subsidiary or affiliate of the Company;


 


(iii)            the
rights and the Shares purchased under the Plan are not intended to replace any pension rights or compensation;


 


(iv)            neither
the rights nor any provision of Plan or the policies adopted pursuant to the Plan confer upon any Participant any right with respect
to service or continuation of current service and shall not be interpreted to form a service contract or relationship with the
Company or any Subsidiary or affiliate;


 


(v)            the
future value of the underlying Shares is unknown and cannot be predicted with certainty;


 


(vi)           if
the underlying Shares do not increase in value, the right may have no value; and


 


(vii)          if
a Participant acquires Shares, the value of the Shares acquired upon purchase may increase or decrease in value, even below the
Purchase Price.


 


* * * * *


 






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