Exhibit 4.3


 





MOLECULIN BIOTECH, INC.

2015 STOCK PLAN


(as amended April 19, 2016)

______________________


 


Section 1.           Purpose.


 


The purpose of the
Moleculin Biotech, Inc. 2015 Stock Plan (the “Plan”) is to attract and retain outstanding individuals as Key Employees
and Directors of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key
Employees and Directors, and to provide such Key Employees and Directors with additional incentive to expand and improve the profits
and achieve the objectives of the Company and its Subsidiaries, by providing such Key Employees and Directors with the opportunity
to acquire or increase their proprietary interest in the Company through receipt of Awards.


 


Section 2.           Definitions.


 


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


 


2.1           “Award”
means any award or benefit granted under the Plan, which shall be a Stock Option, a Stock Award or a Stock Unit Award.


 


2.2           “Award
Agreement” means, as applicable, a Stock Option Agreement, Stock Award Agreement or Stock Unit Award Agreement evidencing
an Award granted under the Plan.


 


2.3           “Board”
means the Board of Directors of the Company.


 


2.4           “Change
in Control” has the meaning set forth in Section 8.2 of the Plan.


 


2.5           “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


2.6           “Committee”
means the Compensation Committee of the Board or such other committee as may be designated by the Board from time to time to administer
the Plan, or, if no such committee has been designated at the time of any grants, it shall mean the Board.


 


2.7           “Common
Stock” means the Common Stock, par value $0.001 per share, of the Company.


 


2.8           “Company”
means Moleculin Biotech, Inc., a Delaware corporation.


 


2.9           “Director”
means a director of the Company who is not an employee of the Company or a Subsidiary.


 


2.10           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


2.11           “Fair
Market Value” means the closing price of the Common Stock on the national securities exchange on which the Common Stock
is listed, or, if the Common Stock is not listed on a national securities exchange, the over-the-counter market on which the Common
Stock trades, or, if the Common Stock is not listed on a national securities exchange or an over-the-counter market, as determined
by the Board.


 


2.12           “Incentive
Stock Option” or “ISO” means a Stock Option granted under Section 5 of the Plan that meets the requirements
of Section 422(b) of the Code or any successor provision.


 


2.13           “Key
Employee” means an employee of the Company or any Subsidiary selected to participate in the Plan in accordance with Section
3. A Key Employee may also include a person who is granted an Award (other than an Incentive Stock Option) in connection with the
hiring of the person prior to the date the person becomes an employee of the Company or any Subsidiary, provided that such Award
shall not vest prior to the commencement of employment.


 






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2.14           “Non-Qualified
Stock Option” or “NSO” means a Stock Option granted under Section 5 of the Plan that is not an Incentive
Stock Option.


 


2.15           “Participant”
means a Key Employee or Director selected to receive an Award under the Plan.


 


2.16           “Plan”
means the Moleculin Biotech, Inc. 2015 Stock Plan.


 


2.17           “Stock
Award” means a grant of shares of Common Stock under Section 6 of the Plan.


 


2.18           “Stock
Option” means an Incentive Stock Option or a Non-Qualified Stock Option granted under Section 5 of the Plan.


 


2.19           “Stock
Unit Award” means a grant of a right to receive shares of Common Stock or cash under Section 7 of the Plan.


 


2.20           “Subsidiary”
means an entity of which the Company is the direct or indirect beneficial owner of not less than 50% of all issued and outstanding
equity interest of such entity.


 


Section 3.           Administration.


 


3.1           The Board.



 


The Plan shall be administered
by the Board; provided, however, that the Committee shall administer the Plan so long as the Committee is comprised of at least
two members of the Board who satisfy the “non-employee director” definition set forth in Rule 16b-3 under the Exchange
Act and the “outside director” definition under Section 162(m) of the Code and the regulations thereunder, unless the
Board otherwise determines. For purposes of the Plan, the term “Board” shall refer to the Board or, to the extent the
Committee is administering the Plan, and other than for purposes of Section 12.1, the Committee.


 


3.2           Authority
of the Board.


 


(a)           The
Board, in its sole discretion, shall determine the Key Employees and Directors to whom, and the time or times at which Awards will
be granted, the form and amount of each Award, the expiration date of each Award, the time or times within which the Awards may
be exercised, the cancellation of the Awards and the other limitations, restrictions, terms and conditions applicable to the grant
of the Awards. The terms and conditions of the Awards need not be the same with respect to each Participant or with respect to
each Award.


 


(b)           To
the extent permitted by applicable law, regulation, and rules of a stock exchange on which the Common Stock is listed or traded,
the Board may delegate its authority to grant Awards to Key Employees and to determine the terms and conditions thereof to such
officer of the Company as it may determine in its discretion, on such terms and conditions as it may impose, except with respect
to Awards to officers subject to Section 16 of the Exchange Act or officers who are or may be “covered employees” as
defined in Section 162(m) of the Code.


 


(c)           The
Board may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation
to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including
interpretation of the Plan and the specific terms and conditions of the Awards granted hereunder, shall be final and conclusive
for all purposes and upon all persons.


 






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(d)           No
member of the Board or the Committee shall be liable for any action taken or determination made hereunder in good faith. Service
on the Committee shall constitute service as a Director so that the members of the Committee shall be entitled to indemnification
and reimbursement as Directors of the Company pursuant to the Company’s Certificate of Incorporation and By-Laws.


 


3.3           Performance
Goals.


 


(a)           The
Board may, in its discretion, provide that any Award granted under the Plan shall be subject to performance goals, including those
that qualify the Award as “performance-based compensation” within the meaning of Section 162(m) of the Code.


 


(b)           Performance
goals may be based on one or more business criteria, including, but not limited to: (i) net earnings or net income (before or after
taxes); (ii) earnings per share; (iii) net sales or revenue growth; (iv) net operating profit or income (including as a percentage
of sales); (v) return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);
(vi) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return
on investment); (vii) earnings before or after taxes, interest, depreciation, and/or amortization; (viii) gross or operating margins;
(ix) productivity ratios; (x) share price (including, but not limited to, growth measures and total shareholder return); (xi) cost
control; (xii) margins; (xiii) operating efficiency; (xiv) market share; (xv) customer satisfaction or employee satisfaction; (xvi)
working capital; (xvii) economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of
capital); (xviii) taxes; (xix) depreciation and amortization; (xx) total shareholder return; (xxi) low cost region labor as a percent
of total labor; and (xxii) top customer concentration as a percent of sales. Performance goals may be absolute in their terms or
measured against or in relationship to the performance of other companies or indices selected by the Board. In addition, performance
goals may be adjusted for any events or occurrences (including acquisition expenses, extraordinary charges, losses from discontinued
operations, restatements and accounting charges and restructuring expenses), as may be determined by the Board. Performance goals
may be particular to one or more lines of business or Subsidiaries or may be based on the performance of the Company and its Subsidiaries
as a whole.


 


(c)           With
respect to each performance period, the Board shall establish such performance goals relating to one or more of the business criteria
identified above and shall establish targets for Participants for achievement of performance goals. Following the completion of
each performance period, the Board shall determine the extent to which performance goals for that performance period have been
achieved and the related performance-based restrictions shall lapse in accordance with the terms of the applicable Award Agreement.


 


3.4           Award Agreements.


 


Each Award shall be
evidenced by a written Award Agreement specifying the terms and conditions of the Award. In the sole discretion of the Board, the
Award Agreement may condition the grant of an Award upon the Participant’s entering into one or more of the following agreements
with the Company: (a) an agreement not to compete with the Company and its Subsidiaries which shall become effective as of the
date of the grant of the Award and remain in effect for a specified period of time following termination of the Participant’s
employment with the Company; (b) an agreement to cancel any employment agreement, fringe benefit or compensation arrangement in
effect between the Company and the Participant; and (c) an agreement to retain the confidentiality of certain information. Such
agreements may contain such other terms and conditions as the Board shall determine. If the Participant shall fail to enter into
any such agreement at the request of the Board, then the Award granted or to be granted to such Participant shall be forfeited
and cancelled.


 






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Section 4.           Shares of Common
Stock Subject to Plan.


 


4.1           Total Number
of Shares.


 


(a)           The
total number of shares of Common Stock that may be issued under the Plan shall be 2,500,000. Such shares may be either authorized
but unissued shares or treasury shares, and shall be adjusted in accordance with the provisions of Section 4.3 of the Plan.


 


(b)           The
number of shares of Common Stock delivered by a Participant or withheld by the Company on behalf of any such Participant as full
or partial payment of an Award, including the exercise price of a Stock Option or of any required withholding taxes, shall not
again be available for issuance pursuant to subsequent Awards, and shall count towards the aggregate number of shares of Common
Stock that may be issued under the Plan. If there is a lapse, forfeiture, expiration, termination or cancellation of any Award
for any reason (including for reasons described in Section 3.3), or if shares of Common Stock are issued under such Award and thereafter
are reacquired by the Company pursuant to rights reserved by the Company upon issuance thereof, the shares of Common Stock subject
to such Award or reacquired by the Company shall again be available for issuance pursuant to subsequent Awards, and shall not count
towards the aggregate number of shares of Common Stock that may be issued under the Plan.


 


4.2           Shares Under
Awards.


 


Of the shares of Common
Stock authorized for issuance under the Plan pursuant to Section 4.1:


 


(a)           The
maximum number of shares of Common Stock as to which a Key Employee may receive Stock Options in any calendar year is 500,000,
except that the maximum number of shares of Common Stock as to which a Key Employee may receive Stock Options in the calendar year
in which such Key Employee begins employment with the Company or its Subsidiaries is 500,000.


 


(b)           The
maximum number of shares of Common Stock that may be subject to Stock Options (ISOs and/or NSOs) is 1,500,000.


 


(c)           The
maximum number of shares of Common Stock that may be used for Stock Awards and/or Stock Unit Awards that are intended to qualify
as “performance-based” in accordance with Section 162(m) of the Code that may be granted to any Key Employee in any
calendar year is 500,000, or, in the event the Award is settled in cash, an amount equal to the Fair Market Value of such number
of shares on the date on which the Award is settled.


 


(d)           The
maximum number of shares of Common Stock that may be used for Stock Awards and/or Stock Unit Awards is 500,000.


 


The numbers of shares
described herein shall be as adjusted in accordance with Section 4.3 of the Plan.


 


4.3           Adjustment.


 


In the event of any
reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision,
consolidation or exchange of shares, any change in the capital structure of the Company or any similar corporate transaction, the
Board shall make such adjustments as it deems appropriate, in its sole discretion, to preserve the benefits or intended benefits
of the Plan and Awards granted under the Plan. Such adjustments may include: (a) adjustment in the number and kind of shares reserved
for issuance under the Plan; (b) adjustment in the number and kind of shares covered by outstanding Awards; (c) adjustment in the
exercise price of outstanding Stock Options or the price of Stock Awards or Stock Unit Awards under the Plan; (d) adjustments to
any of the shares limitations set forth in Section 4.1 or 4.2 of the Plan; and (e) any other changes that the Board determines
to be equitable under the circumstances.


 






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Section 5.           Grants of Stock
Options.


 


5.1           Grant.


 


Subject to the terms
of the Plan, the Board may from time to time grant Stock Options to Participants. Unless otherwise expressly provided at the time
of the grant, Stock Options granted under the Plan to Key Employees will be NSOs. Stock Options granted under the Plan to Directors
who are not employees of the Company or any Subsidiary will be NSOs.


 


5.2           Stock Option
Agreement.


 


The grant of each Stock
Option shall be evidenced by a written Stock Option Agreement specifying the type of Stock Option granted, the exercise period,
the exercise price, the terms for payment of the exercise price, the expiration date of the Stock Option, the number of shares
of Common Stock to be subject to each Stock Option and such other terms and conditions established by the Board, in its sole discretion,
not inconsistent with the Plan; provided, however, that no Stock Option shall be credited with any amounts equal to dividends and
other distributions that a Participant would have received had he held the shares of Common Stock subject to an unexercised Stock
Option.


 


5.3           Exercise
Price and Exercise Period.


 


With respect to each
Stock Option granted to a Participant:


 


(a)           The
per share exercise price of each Stock Option shall be the Fair Market Value of the Common Stock subject to the Stock Option on
the date on which the Stock Option is granted.


 


(b)           Each
Stock Option shall become exercisable as provided in the Stock Option Agreement; provided that the Board shall have the discretion
to accelerate the date as of which any Stock Option shall become exercisable in the event of the Participant’s termination
of employment with the Company, or service on the Board, without cause (as determined by the Board in its sole discretion).


 


(c)           Each
Stock Option shall expire, and all rights to purchase shares of Common Stock thereunder shall expire, on the date ten years after
the date of grant.


 


5.4           Required
Terms and Conditions of ISOs.


 


In addition to the
foregoing, each ISO granted to a Key Employee shall be subject to the following specific rules:


 


(a)           The
aggregate Fair Market Value (determined with respect to each ISO at the time such Option is granted) of the shares of Common Stock
with respect to which ISOs are exercisable for the first time by a Key Employee during any calendar year (under all incentive stock
option plans of the Company and its Subsidiaries) shall not exceed $100,000. If the aggregate Fair Market Value (determined at
the time of grant) of the Common Stock subject to an ISO which first becomes exercisable in any calendar year exceeds the limitation
of this Section 5.4(a), so much of the ISO that does not exceed the applicable dollar limit shall be an ISO and the remainder shall
be a NSO; but in all other respects, the original Stock Option Agreement shall remain in full force and effect.


 


(b)           Notwithstanding
anything herein to the contrary, if an ISO is granted to a Key Employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or its parent or subsidiaries within the meaning of Section 422(b)(6) of the
Code): (i) the purchase price of each share of Common Stock subject to the ISO shall be not less than 110% of the Fair Market Value
of the Common Stock on the date the ISO is granted; and (ii) the ISO shall expire, and all rights to purchase shares of Common
Stock thereunder shall expire, no later than the fifth anniversary of the date the ISO was granted.


 






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(c)           No
ISOs shall be granted under the Plan after ten years from the earlier of the date the Plan is adopted or approved by shareholders
of the Company.


 


5.5           Exercise
of Stock Options.


 


(a)           A
Participant entitled to exercise a Stock Option may do so by delivering written notice to that effect specifying the number of
shares of Common Stock with respect to which the Stock Option is being exercised and any other information the Board may prescribe.
All notices or requests provided for herein shall be delivered to the Chief Financial Officer of the Company.


 


(b)           The
Board in its sole discretion may make available one or more of the following alternatives for the payment of the Stock Option exercise
price:


 


(i)           in
cash; 


 


(ii)           in
cash received from a broker-dealer to whom the Participant has submitted an exercise notice together with irrevocable instructions
to deliver promptly to the Company the amount of sales proceeds from the sale of the shares subject to the Stock Option to pay
the exercise price; 


 


(iii)           by
directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the exercise of the
Stock Option having an aggregate Fair Market Value equal to the exercise price;


 


(iv)           by
delivering previously acquired shares of Common Stock that are acceptable to the Board and that have an aggregate Fair Market Value
on the date of exercise equal to the Stock Option exercise price; or 


 


(v)           by
certifying to ownership by attestation of such previously acquired shares of Common Stock.


 


The Board shall have the sole
discretion to establish the terms and conditions applicable to any alternative made available for payment of the Stock Option exercise
price.


 


(c)           The
Company shall issue, in the name of the Participant, stock certificates representing the total number of shares of Common Stock
issuable pursuant to the exercise of any Stock Option as soon as reasonably practicable after such exercise; provided that any
shares of Common Stock purchased by a Participant through a broker-dealer pursuant to Section 5.5(b)(ii) or Section 9(b) shall
be delivered to such broker-dealer in accordance with 12 C.F.R. §220.3(e)(4) or other applicable provision of law. Notwithstanding
the foregoing, the Company, in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant
on a non–certificated basis, with the ownership of such shares by the Participant evidenced solely by book entry in the records
of the Company’s transfer agent; provided however, that the Company, upon written request of the Participant, shall issue,
in the name of the Participant, stock certificates representing such shares.


 


Section 6.           Stock Awards.


 


6.1           Grant.


 


The Board may, in its
discretion, (a) grant shares of Common Stock under the Plan to any Participant without consideration from such Participant or (b)
sell shares of Common Stock under the Plan to any Participant for such amount of cash, Common Stock or other consideration as the
Board deems appropriate.


 






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6.2           Stock Award
Agreement.


 


Each share of Common
Stock granted or sold hereunder shall be subject to such restrictions, conditions and other terms as the Board may determine at
the time of grant or sale, the general provisions of the Plan, the restrictions, terms and conditions of the related Stock Award
Agreement, and the following specific rules:


 


(a)           Shares
of Common Stock issued to a Participant under the Plan shall be evidenced by a Stock Award Agreement, which shall specify whether
the shares of Common Stock are granted or sold to the Participant and such other provisions, not inconsistent with the terms and
conditions of the Plan, as the Board shall determine.


 


(b)           The
restrictions to which the shares of Common Stock awarded hereunder are subject shall lapse as provided in Stock Award Agreement;
provided that the Board shall have the discretion to accelerate the date as of which the restrictions lapse with respect to any
Award held by a Participant in the event of the Participant’s termination of employment with the Company, or service on the
Board, without cause (as determined by the Board in its sole discretion).


 


(c)           Except
as provided in this subsection (c) and unless otherwise set forth in the related Stock Award Agreement, the Participant receiving
a grant of or purchasing Common Stock shall thereupon be a shareholder with respect to such shares and shall have the rights of
a shareholder with respect to such shares, including the right to vote such shares and to receive dividends and other distributions
paid with respect to such shares; provided that (i) in the case of a performance-based Stock Award as described in Section 3.3,
any dividends or other distributions payable with respect to the Stock Award shall be accumulated and held by the Company and paid
to the Participant only upon, and to the extent, the performance-based restrictions lapse in accordance with the terms of the applicable
Stock Award Agreement and (ii) in the case of all other Stock Awards, the Board shall have the discretion to have the Company accumulate
and hold such dividends or distributions. In either case, any such dividends or other distributions held by the Company attributable
to the portion of a Stock Award that is forfeited shall also be forfeited.


 


(d)           The
Company shall issue, in the name of the Participant, stock certificates representing the total number of shares of Common Stock
granted or sold to the Participant, as soon as may be reasonably practicable after such grant or sale, which shall be held by the
Secretary of the Company until such time as the Common Stock is forfeited, resold to the Company, or the restrictions lapse. Notwithstanding
the foregoing, the Company, in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant
on a non–certificated basis, with the ownership of such shares by the Participant evidenced solely by book entry in the records
of the Company’s transfer agent; provided, however that following the lapse of all restrictions with respect to the shares
granted or sold to a Participant, the Company, upon the written request of the Participant, shall issue, in the name of the Participant,
stock certificates representing such shares.


 


Section 7.           Stock Unit Awards.


 


7.1           Grant.


 


The Board may, in its
discretion, grant Stock Unit Awards to any Participant. Each Stock Unit subject to the Award shall entitle the Participant to receive,
on the date or the occurrence of an event (including the attainment of performance goals) as described in the Stock Unit Award
Agreement, a share of Common Stock or cash equal to the Fair Market Value of a share of Common Stock on the date of such event
as provided in the Stock Unit Award Agreement.


 


7.2           Stock Unit
Agreement.


 


Each Stock Unit Award
shall be subject to such restrictions, conditions and other terms as the Board may determine at the time of grant, the general
provisions of the Plan, the restrictions, terms and conditions of the related Stock Unit Award Agreement and the following specific
rules:


 


(a)           Shares
of Common Stock issued to a Participant under the Plan shall be evidenced by a Stock Unit Agreement, which shall specify such provisions,
not inconsistent with the terms and conditions of the Plan, as the Board shall determine.


 






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(b)           The
restrictions to which the shares of Stock Units awarded hereunder are subject shall lapse as provided in Stock Unit Agreement;
provided that the Board shall have the discretion to accelerate the date as of which the restrictions lapse with respect to any
Award held by a Participant in the event of the Participant’s termination of employment with the Company, or service on the
Board, without cause (as determined by the Board in its sole discretion).


 


(c)           Except
as provided in this subsection (c) and unless otherwise set forth in the Stock Unit Agreement, the Participant receiving a Stock
Unit Award shall have no rights of a shareholder, including voting or dividends or other distributions rights, with respect to
any Stock Units prior to the date they are settled in shares of Common Stock; provided that a Stock Unit Award Agreement may provide
that until the Stock Units are settled in shares or cash, the Participant shall receive on each dividend or distribution payment
date applicable to the Common Stock an amount equal to the dividends or other distributions that the Participant would have received
had the Stock Units held by the Participant as of the related record date been actual shares of Common Stock. In the case of a
performance-based Stock Unit Award as described in Section 3.3 above, such amounts shall be accumulated and held by the Company
and paid to the Participant only upon, and to the extent, the performance-based restrictions lapse in accordance with the terms
of the applicable Stock Unit Award Agreement and in the case of all other Stock Unit Awards, the Board shall have the discretion
to have the Company accumulate and hold such amounts. In either case, such amounts held by the Company attributable to the portion
of the Stock Unit Award that is forfeited shall also be forfeited.


 


(d)           Upon
settlement of Stock Units into Common Stock, the Company shall issue, in the name of the Participant, stock certificates representing
a number of shares of Common Stock equal to the number of Stock Units being settled. Notwithstanding the foregoing, the Company,
in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant on a non-certificated
basis, with the ownership of such shares by the Participant evidenced solely by book entry in the records of the Company’s
transfer agent; provided, however that the Company, upon the written request of the Participant, shall issue in the name of the
Participant, stock certificates representing such shares.


 


Section 8.           Change in Control.


 


8.1           Effect of
a Change in Control.


 


(a)           Notwithstanding
any of the provisions of the Plan or any outstanding Award Agreement, upon a Change in Control of the Company (as defined in Section
8.2), the Board is authorized and has sole discretion to provide that (i) all outstanding Awards shall become fully exercisable,
(ii) all restrictions applicable to all Awards shall terminate or lapse and (iii) performance goals applicable to any Awards shall
be deemed satisfied at the highest target level, as applicable, in order that Participants may fully realize the benefits thereunder.


 


(b)           In
addition to the Board’s authority set forth in Section 3, upon such Change in Control of the Company, the Board is authorized
and has sole discretion as to any Award, either at the time such Award is granted hereunder or any time thereafter, to take any
one or more of the following actions: (i) provide for the purchase of any outstanding Stock Option, for an amount of cash equal
to the difference between the exercise price and the then Fair Market Value of the Common Stock covered thereby had such Stock
Option been currently exercisable; (ii) make such adjustment to any such Award then outstanding as the Board deems appropriate
to reflect such Change in Control; and (iii) cause any such Award then outstanding to be assumed by the acquiring or surviving
corporation after such Change in Control.


 






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8.2           Definition
of Change in Control.


 


“Change in Control”
of the Company shall be deemed to have occurred if at any time during the term of an Award granted under the Plan any of the following
events occurs:


 


(a)           any
Person (other than the Company, a trustee or other fiduciary holding securities under an employee benefit plan of the Company,
or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their
ownership of shares of Common Stock of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors (“Person” and “Beneficial Owner” being defined in Rule 13d-3
of the General Rules and Regulations of the Exchange Act);


 


(b)           the
Company is party to a merger, consolidation, reorganization or other similar transaction with another corporation or other Person
unless, following such transaction, more than 50% of the combined voting power of the outstanding securities of the surviving,
resulting or acquiring corporation or Person or its parent entity entitled to vote generally in the election of directors (or Persons
performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote generally in the election
of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior
to such transaction, of the Company’s outstanding securities entitled to vote generally in the election of directors;


 


(c)           the
election to the Board, without the recommendation or approval of two-thirds of the incumbent Board, of the lesser of: (i) three
Directors; or (ii) Directors constituting a majority of the number of Directors of the Company then in office; provided, however,
that Directors whose initial assumption of office is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of Directors of the Company will not be considered as incumbent
members of the Board for purposes of this Section; or


 


(d)           there
is a complete liquidation or dissolution of the Company, or the Company sells all or substantially all of its business and/or assets
to another corporation or other Person unless, following such sale, more than 50% of the combined voting power of the outstanding
securities of the acquiring corporation or Person or its parent entity entitled to vote generally in the election of directors
(or Persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote generally
in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately
prior to such sale, of the Company’s outstanding securities entitled to vote generally in the election of directors.


 


In no event, however,
shall a Change in Control be deemed to have occurred, with respect to a Participant, if that Participant is part of a purchasing
group which consummates the Change in Control transaction. A Participant shall be deemed “part of a purchasing group”
for purposes of the preceding sentence if the Participant is an equity participant or has agreed to become an equity participant
in the purchasing company or group (except for (a) passive ownership of less than 3% of the shares of the purchasing company; or
(b) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined
prior to the Change in Control by a majority of the disinterested Directors).


 


Section 9.           Payment of Taxes.


 


In connection with
any Award, and as a condition to the issuance or delivery of any shares of Common Stock to the Participant in connection therewith,
the Company may require the Participant to pay the Company an amount equal to the minimum amount of the tax the Company or any
Subsidiary may be required to withhold to obtain a deduction for federal, state or local income tax purposes as a result of such
Award or to comply with applicable law. The Board in its sole discretion may make available one or more of the following alternatives
for the payment of such taxes:


 


(a)           in
cash;


 






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(b)           in
cash received from a broker-dealer to whom the Participant has submitted notice together with irrevocable instructions to deliver
promptly to the Company the amount of sales proceeds from the sale of the shares subject to the Award to pay the withholding taxes;


 


(c)           by
directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the Award having
an aggregate Fair Market Value equal to the minimum amount of tax required to be withheld;


 


(d)           by
delivering previously acquired shares of Common Stock of the Company that are acceptable to the Board that have an aggregate Fair
Market Value equal to the amount required to be withheld; or


 


(e)           by
certifying to ownership by attestation of such previously acquired shares of Common Stock.


 


The Board shall have
the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the required
withholding taxes.


 


Section 10.           Postponement.


 


The Board may postpone
any grant or settlement of an Award or exercise of a Stock Option for such time as the Board in its sole discretion may deem necessary
in order to permit the Company:


 


(a)           to
effect, amend or maintain any necessary registration of the Plan or the shares of Common Stock issuable pursuant to an Award, including
upon the exercise of an Option, under the Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction;


 


(b)           to
permit any action to be taken in order to (i) list such shares of Common Stock on a stock exchange if shares of Common Stock are
then listed on such exchange or (ii) comply with restrictions or regulations incident to the maintenance of a public market for
its shares of Common Stock, including any rules or regulations of any stock exchange on which the shares of Common Stock are listed;
or


 


(c)           to
determine that such shares of Common Stock and the Plan are exempt from such registration or that no action of the kind referred
to in (b)(ii) above needs to be taken; and the Company shall not be obligated by virtue of any terms and conditions of any Award
or any provision of the Plan to sell or issue shares of Common Stock in violation of the Securities Act of 1933 or the law of any
government having jurisdiction thereof.


 


Any such postponement shall not extend
the term of an Award and neither the Company nor its Directors or officers shall have any obligation or liability to a Participant,
the Participant’s successor or any other person with respect to any shares of Common Stock as to which the Award shall lapse
because of such postponement.


 


Section 11.           Nontransferability.


 


Awards granted under
the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner,
or be subject to execution, attachment or similar process, by operation of law or otherwise, other than by will or by the laws
of descent and distribution.


 


 


Section 12.           Termination or
Amendment of Plan and Award Agreements.


 


12.1           Termination
or Amendment of Plan.


 


(a)           Except
as described in Section 12.3 below, the Board may terminate, suspend, or amend the Plan, in whole or in part, from time to time,
without the approval of the shareholders of the Company, unless such approval is required by applicable law, regulation or rule
of any stock exchange on which the shares of Common Stock are listed. No amendment or termination of the Plan shall adversely affect
the right of any Participant under any outstanding Award in any material way without the written consent of the Participant, unless
such amendment or termination is required by applicable law, regulation or rule of any stock exchange on which the shares of Common
Stock are listed. Subject to the foregoing, the Board may correct any defect or supply an omission or reconcile any inconsistency
in the Plan or in any Award granted hereunder in the manner and to the extent it shall deem desirable, in its sole discretion,
to effectuate the Plan.


 






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(b)           The
Board shall have the authority to amend the Plan to the extent necessary or appropriate to comply with applicable law, regulation
or accounting rules in order to permit Participants who are located outside of the United States to participate in the Plan.


 


12.2           Amendment
of Award Agreements.


 


The Board shall have
the authority to amend any Award Agreement at any time; provided however, that no such amendment shall adversely affect the right
of any Participant under any outstanding Award Agreement in any material way without the written consent of the Participant, unless
such amendment is required by applicable law, regulation or rule of any stock exchange on which the shares of Common Stock are
listed.


 


12.3           No Repricing
of Stock Options.


 


Notwithstanding the
foregoing, and except as described in Section 4.3, there shall be no amendment to the Plan or any outstanding Stock Option Agreement
that results in the repricing of Stock Options without shareholder approval. For this purpose repricing includes a reduction in
the exercise price of the Stock Option or the cancellation of a Stock Option in exchange for cash, Stock Options with an exercise
price less than the exercise price of the cancelled Options, Stock Awards or any other consideration provided by the Company.


 


Section 13.           No Contract of
Employment.


 


Neither the adoption
of the Plan nor the grant of any Award under the Plan shall be deemed to obligate the Company or any Subsidiary to continue the
employment of any Participant for any particular period, nor shall the granting of an Award constitute a request or consent to
postpone the retirement date of any Participant.


 


Section 14.           Applicable Law.


 


All questions pertaining
to the validity, construction and administration of the Plan and all Awards granted under the Plan shall be determined in conformity
with the laws of the State of Delaware, without regard to the conflict of law provisions of any state, and, in the case of Incentive
Stock Options, Section 422 of the Code and regulations issued thereunder.


 


Section 15.           Effective Date
and Term of Plan.


 


15.1           Effective
Date.


 


(a)           The
Plan has been adopted by the Board, and is effective, as of December 1, 2015, subject to the approval of the Plan by the shareholders
of the Company.


 


(b)           In
the event the Plan is not approved by shareholders of the Company within 12 months of the date hereof, (i) the Plan shall have
no effect, and (ii) any Awards granted on or after December 1, 2015 shall be cancelled.


 






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15.2           Term of
Plan.


 


Notwithstanding anything
to the contrary contained herein, no Awards shall be granted on or after the 10th anniversary of the Plan’s effective
date set forth in Section 15.1(a) above.


 


 


 




 


 


 


 


 






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