Exhibit
10.14


 


Relmada
Therapeutics, Inc.


2014
STOCK OPTION AND EQUITY INCENTIVE PLAN


SECTION
1. PURPOSE


The
purposes of this 2014 Relmada Therapeutics, Inc. Stock Option and Equity Incentive Plan (the “Plan”) are to encourage
selected employees, directors and consultants of Relmada Therapeutics, Inc. (together with any successor thereto, the “Company”)
and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company
for the benefit of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.


SECTION
2. DEFINITIONS


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


(a)
“Administrator” means the Board or its Committee appointed pursuant to Section 3 of the Plan.


(b)
“Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company
and (ii) any entity in which the Company has a significant equity interest, as determined by the Board or the Committee.


(c)
“Applicable Laws” means the legal requirements relating to the administration of stock option and restricted
stock purchase plans under applicable U.S. state corporate laws, U.S. federal laws and other applicable state laws, the Code and
regulations thereunder, any Stock Exchange rules or regulations and the applicable laws of any other country or jurisdiction where
Options or other Awards are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time
to time.


(d)
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award,
Dividend Equivalent, or Other Stock-Based Award granted under the Plan.


(e)
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award
granted under the Plan.


(f)
“Board” means the Board of Directors of the Company.


(g)
“Change of Control” means a sale of all or substantially all of the Company’s assets, or any merger,
consolidation or other transaction of the Company with or into another corporation, entity or person, other than a transaction
in which the holders of at least a majority of the shares of capital stock of the Company outstanding immediately prior to such
transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities
of the surviving entity) a majority of the total voting power represented by the voting securities of the Company, or such surviving
entity, outstanding immediately after such transaction.


(h)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



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(i)
“Common Stock” means the common stock of the Company, $0.001 par value.


(j)
“Consultant” shall mean a consultant or adviser who provides bona fide services to the Company or an Affiliate as
an independent contractor. Service as a consultant shall be considered employment for all purposes of the Plan, except for purposes
of satisfying the requirements of Incentive Stock Options.


(k)
“Committee” shall mean a committee of not fewer than two members, each of whom is a member of the Board and all of
whom are disinterested persons, as contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange
Act of 1934, as amended (“Exchange Act”) and each of whom is an outside director for purposes of Section 162(m) of
the Code, acting in accordance with the provisions of Section 3, designated by the Board to administer the Plan.


(l)
“Continuous Service Status” means the absence of any interruption or termination of service as an Employee
or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick
leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave
is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract
or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers
between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors.
A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of
Continuous Service.


(m)
“Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger,
consolidation or other capital reorganization or transaction of the Company with or into another corporation, entity or person,
and includes a Change of Control.


(n)
“Director” means a member of the Board.


(o)
“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.


(p)
“Employee” shall mean any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of
employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any
requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not
be sufficient to constitute “employment” of such Director by the Company.


(r)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


(q)
“Fair Market Value” shall mean, as of any date, the fair market value of the Common Stock based upon the closing price
for the Shares as reported in the Wall Street Journal for the applicable date.


(s)
“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code, or any successor provision thereto.


(u)
“Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the
chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the
Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation
disclosure rules under the Exchange Act.



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(v)
“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.


(w)
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


(x)
“Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.


(y)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code, or any successor provision.


(z)
“Participant” shall mean any person that renders bona fide services to the Company (including, without limitation,
the following: a person employed by the Company or an Affiliate in a key capacity; an officer or director of the Company; a person
engaged by the Company as a consultant; or a lawyer, law firm, accountant or accounting firm) who receives an Award under the
Plan.


(aa)
“Performance Award” shall mean any right granted under Section 6(d) of the Plan.


(bb)
“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.


(cc)
“Released Securities” shall mean shares of Restricted Stock as to which all restrictions imposed by the Board or the
Committee have expired, lapsed, or been waived.


(dd)
“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.


(ee)
“Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.


(ff)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor
provision.


(gg)
“Shares” shall mean the shares of Common Stock, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.


(hh)
“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.


(ii)
“Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for
the Common Stock are quoted at any given time.


(jj)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code, or any successor provision.


(kk)
“Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary.


SECTION
3. ADMINISTRATION


The
Plan shall be administered by the Board; provided however, that the Board may delegate such administration to the Committee.



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If
a Committee has been appointed pursuant to this Section 3, such Committee shall continue to serve in its designated capacity until
otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused)
and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable
Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m)
of the Code, to the extent permitted or required by such provisions.


Subject
to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) determine the type or types of Awards
to be granted to each Participant under the Plan; (b) determine the number of Shares to be covered by (or with respect to which
payments, rights, or other matters are to be calculated in connection with) Awards; (c) determine the terms and conditions of
any award; (d) determine the time or times when each Award shall become exercisable and the duration of the exercise period; (e)
determine whether, to what extent, and under what circumstances Awards may be settled in or exercised for cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (f) determine whether, to what extent, and under what circumstances
cash, shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof or of the Board or the Committee; (g) construe
and interpret the Plan; (h) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects,
omissions and inconsistencies in the Plan or any Award; (i) consistent with the Plan and with the consent of the Participant,
as appropriate, amend any outstanding Award or amend the exercise date or dates; (j) determine the duration and purpose of leaves
of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan;
and (k) make all other determinations necessary or advisable for the Plan’s administration. The Board and the Committee’s
interpretation and construction of any provisions of the Plan or of any Award shall be conclusive and final. No member of the
Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.


In
the case of any Award that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code,
once the Award is made, neither the Board nor Committee shall have discretion to increase the amount of compensation payable under
the Award that would otherwise be due upon attainment of the performance goal.


SECTION
4. SHARES AVAILABLE FOR AWARDS


(a)SHARES
AVAILABLE. Subject to adjustment as provided in Section 4(b):


(i)CALCULATION
OF NUMBER OF SHARES AVAILABLE. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that
may be sold under the Plan is 8,058,844 Shares of Common Stock, and the maximum aggregate number of Shares available for issuance
as Incentive Stock Options is the same. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should
expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available
for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an
award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise
or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and
later repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future
grant under the Plan.



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In
the event of any forward or reverse stock splits, recapitalizations, or combination of the authorized, issued and outstanding
shares of common stock, the aforesaid maximum 44,053,830 shares of common stock and the exercise prices of Awards and Shares granted
under the Plan shall be appropriately adjusted, as per Section 4(b) below.  


(ii)ACCOUNTING
FOR AWARDS. For purposes of this Section 4,


(A)
if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which
such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting
Awards under the Plan; and  


(B)
Dividend Equivalents and Awards not denominated in Shares shall not be counted against the aggregate number of Shares available
for granting Awards under the Plan.


(iii)
SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of Treasury Shares.


(b)
ADJUSTMENTS. In the event that the Board or the Committee shall determine that any dividend or other distribution (whether
in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, purchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Board or the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board or the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or
property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, (iii) the number and type of Shares (or other securities or property) specified as the annual per-participant
limitation under Section 6(g)(vi), and (iv) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award; provided, however, in each case, that with respect to
Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan
to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided, further, however, that the number of
Shares subject to any award denominated in Shares shall always be a whole number.



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SECTION
5. ELIGIBILITY


(a)Recipients
of Grants. Non-Qualified Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options
may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.


(b)Type
of Option. Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Non-Qualified
Stock Option.


(c)ISO
$100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value
of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall
be treated as Non-Qualified Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option
shall be determined as of the date of the grant of such Option.


(d)No
Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment
or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s
right to terminate his or her employment or consulting relationship at any time or any reason.


SECTION
6. AWARDS


(a)OPTIONS.
The Board and the Committee are hereby authorized to grant Options consistent with the provisions of the Plan, as the Board or
the Committee shall determine:


(i)EXERCISE
PRICE. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Award Agreement, but shall be subject to the following:


(a)In
the case of an Incentive Stock Option


(A)granted
to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant; or


(B)granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.


(C)
The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422
of the Code, or any successor provision thereto, and any regulations promulgated thereunder. 


(b)In
the case of a Non-Qualified Stock Option, the per share Exercise Price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.


(ii)OPTION
TERM. The term of each Option shall be fixed by the Board or the Committee, provided that no Incentive Stock Option shall have
a term greater than 10 years (5 years in the case of a Ten Percent Holder).



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(iii)PERMISSIBLE
CONSIDERATION. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant)
and may consist entirely of (1) cash; (2) check; (3) delivery of Optionee’s promissory note with such recourse,
interest, security and redemption provisions as the Administrator determines to be appropriate (subject to applicable provisions
of Delaware law); (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired,
directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date
of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) delivery
of a properly executed exercise notice together with such other documentation as the Administrator and a securities broker approved
by the Company shall require to effect exercise of the Option and prompt delivery to the Company of the sale or loan proceeds
required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept
a particular form of consideration at the time of any Option exercise.


(iv)Vesting.
So long as Optionee’s full time employment or consulting relationship with the Company continues, the Shares underlying
this Option shall vest and become exercisable in accordance with the following schedule:


Initial
Grants


25%
of the Shares subject to the Option shall vest and become exercisable on the 12 month anniversary of the Vesting Commencement
Date and 6.25% of the total number of Shares subject to the Option shall vest and become exercisable each month thereafter.


Subsequent
Grants


6.25%
of the Shares subject to the Option shall vest and become exercisable each month after the Vesting Commencement Date.


(v)
Exercise of Option.


(a)General.



(i)Exercisability.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator,
consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance
criteria with respect to the Company and/or the Optionee. The Administrator shall have the discretion to determine whether and
to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided however that in the absence
of such determination, vesting of Options shall be tolled during any such leave (unless otherwise required by the Applicable Laws.
In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that upon a Participant’s
return from military leave he or she will be given vesting credit with respect to awards to the same extent as would have applied
had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing
services immediately prior to the leave.



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(ii)Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that
an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising
the full number of Shares as to which the Option is then exercisable.


(iii)Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received
full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator,
consist of any consideration and method of payment allowable under Section 6(a) (iii) of the Plan, provided that the Administrator
may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.


Exercise
of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


(iv)Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 8
of the Plan.


(b)Termination
of Employment or Consulting Relationship.


(i)Termination
other than Upon Disability or Death. In the event of termination of an Optionee’s Continuous Service Status, such
Optionee may exercise an Option within three (3) months following such termination to the extent the Optionee was vested in the
Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 6(b)(i) shall not
apply if (A) the Optionee is a Consultant who becomes an Employee, or (B) the Optionee is an Employee who becomes a Consultant.


(ii)Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her permanent
and total disability within the meaning of Section 22(e)(3) of the Code, such Optionee may exercise an Option at any time within
six months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.


(iii)Death
of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of
grant of the Option, or within three (3) months following termination of Optionee’s Continuous Service, the Option may be
exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at
any time within one (1) year following the date of death, but only to the extent the Optionee was vested in the Optioned Stock
as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.


(c)Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted
under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the
time that such offer is made.



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(b)STOCK
APPRECIATION RIGHTS. The Board and the Committee are hereby authorized to grant Stock Appreciation Rights. A Stock Appreciation
Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the
Fair Market Value of one Share on the date of exercise or, if the Board or the Committee shall so determine in the case of any
such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date
of exercise over (2) the grant price of the right as specified by the Board or the Committee. Subject to the terms of the Plan,
the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation
Right shall be as determined by the Board or the Committee. The Board and the Committee may impose such conditions or restrictions
on the exercise of any Stock Appreciation Right as it may deem appropriate.


(c)RESTRICTED
STOCK AND RESTRICTED STOCK UNITS.


(i)
ISSUANCE. The Board and the Committee are hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units.


(ii)RESTRICTIONS.
Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Board or the Committee may
impose (including, without limitation, any limitation on the right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board or
the Committee may deem appropriate.


(iii)REGISTRATION.
Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board or the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of restricted Stock granted under the Plan, such certificate shall be registered in
the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock.


(iv)FORFEITURE.
Except as otherwise determined by the Board or the Committee, upon termination of employment (as determined under criteria established
by the Board or the Committee) for any reason during the applicable restriction period, all Shares of Restricted Stock and all
Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company; provided,
however, that the Board or the Committee may, when it finds that a waiver would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Unrestricted
Shares, evidenced in such manner as the Board or the Committee shall deem appropriate, shall be delivered to the Participant promptly
after such Restricted Stock shall become Released Securities.


(d)PERFORMANCE
AWARDS. The Board and the Committee are hereby authorized to grant Performance Awards. Subject to the terms of the Plan, a Performance
Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock),
other securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valued as determined by the
Board or the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement
of such performance goals during such performance periods as the Board or the Committee shall establish. Subject to the terms
of the Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Board or the Committee. The goals established by the Board or the Committee
shall be based on any one, or combination of, earnings per share, return on equity, return on assets, total stockholder return,
net operating income, cash flow, revenue, economic value added, increase in Share price or cash flow return on investment, or
any other measure the Board or the Committee deems appropriate. Partial achievement of the goal(s) may result in a payment or
vesting corresponding to the degree of achievement.  



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(e)DIVIDEND
EQUIVALENTS. The Board and the Committee are hereby authorized to grant Awards under which the holders thereof shall be entitled
to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Board or the Committee,
and the Board and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares
or otherwise reinvested. Subject to the terms of the Plan, such Awards may have such terms and conditions as the Board or the
Committee shall determine.


(f)
OTHER STOCK-BASED AWARDS. The Board and the Committee are hereby authorized to grant such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Board or the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan, the Board or the Committee
shall determine the terms and conditions of such Awards.


(g)
GENERAL.


(i)
NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for no cash consideration or for such minimal cash consideration as
may be required by applicable law.  


(ii)
AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Board or the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company
or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted
under any other plan of the Company or any Affiliate, may be granted either at the same time or at a different time from the grant
of such other Awards or awards.   


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


(iv)
LIMITS ON TRANSFER OF AWARDS. No Award (other than Released Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Board or the Committee, a Participant may, in the manner established by the Board or the
Committee, (a) designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property
distributable, with respect to any Award upon the death of the Participant or (b) transfer any Award other than an Incentive Stock
Option for bona fide estate planning purposes. Each Award, and each right under any Award, shall be exercisable, during the Participant’s
lifetime, only by the Participant, a permitted transferee or, if permissible under applicable law, by the Participant’s
guardian or legal representative. No Award (other than Released Securities), and no right under any such Award, may be pledged,
alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.



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(v)
TERM OF AWARDS. The term of each Award shall be for such period as may be determined by the Board or the Committee; provided,
however, that in no event shall the term of any Non-Qualified Stock Option or Incentive Stock Option exceed a period of ten years
from the date of its grant.   


(vi)INTENTIONALLY
LEFT BLANK.  


(vii)
SHARE CERTIFICATES. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as the Board or the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed, and any applicable federal or state securities laws, and the Board
or the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


SECTION
7. TAXES


(a)As
a condition of the exercise of an Option or other Award granted under the Plan, the Participant (or in the case of the Participant’s
death, the person exercising the Option or Award) shall make such arrangements as the Administrator may require for the satisfaction
of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the exercise
of the Option or Award and the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until
such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s
tax withholding obligations under this Section 7 (whether pursuant to Section 7(c), (d) or (e), or otherwise), the Administrator
shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes.


(b)In
the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company
to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll
payment otherwise payable after the date of an exercise of the Option or Award.


(c)In
the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient
to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to
the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from
the Shares to be issued upon exercise of the Option or Stock Purchase Right that number of Shares having a Fair Market Value determined
as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 7,
the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to
be determined under the Applicable Laws (the “Tax Date”).


(d)If
permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise
of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the
applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that
are surrendered under this Section 7(d), such Shares must have been owned by the Participant for more than six (6) months on the
date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).



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(e)Any
election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 7(c)
or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent
or disapproval of the Administrator. Any election by a Participant under Section 7(d) above must be made on or prior to the applicable
Tax Date.


(f)In
the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect
to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back
to the Company the proper number of Shares on the Tax Date.


Section
8.Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.


(a)Changes
in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares of Common Stock
covered by each outstanding Option or Award, the number of Shares set forth in Section 4(a) above and the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to which no Options or Awards have yet been granted
or that have been returned to the Plan upon cancellation or expiration of an Option or Award, as well as the price per Share of
Common Stock covered by each such outstanding Option or Award, shall be proportionately adjusted for any increase or decrease
in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of
Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, 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 or price of Shares of Common
Stock subject to an Option or Award.


(b)Dissolution
or Liquidation.  In the event of the dissolution or liquidation of the Company, each Option and Award will terminate immediately
prior to the consummation of such action, unless otherwise determined by the Administrator.


(c)Corporate
Transaction. In the event of a Corporate Transaction, each outstanding
Option or Award shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation
does not agree to assume the award or to substitute an equivalent option or right, in which case such Option or Award shall terminate
upon the consummation of the transaction.


For
purposes of this Section 8(c), an Option or Award shall be considered assumed, without limitation, if, at the time of issuance
of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an
Option or Award would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same
amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction
if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the
award at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Award as provided
for in this Section 8); provided that if such consideration received in the transaction is not solely common stock of the Successor
Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received
upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction.



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(d)Certain
Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or
other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the
Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option
or Award to reflect the effect of such distribution.


 


SECTION
9. AMENDMENT AND TERMINATION


Except
to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:


(a)
AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, including, without limitation,
any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any
other holder or beneficiary of any Award theretofore granted, without the consent of any share owner, Participant, other holder
or beneficiary of an Award, or other Person.   


(b)
AMENDMENTS TO AWARDS. The Board and the Committee may waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively, without the consent of any
Participant, other holder or beneficiary of an Award.   


(c)
ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. Except as provided in the following sentence,
the Board and the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b)
hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable
laws, regulations, or accounting principles, whenever the Board or the Committee determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan. In the
case of any Award that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, neither
the Board nor the Committee shall have authority to adjust the Award in any manner that would cause the Award to fail to meet
the requirements of Section 162(m). 


(d)
CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Board and the Committee may correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan
into effect.



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(e)Effect
of Amendment or Termination. No amendment or termination of the Plan shall materially and adversely affect Options
or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase
Rights and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.


SECTION
10. GENERAL PROVISIONS


(a)
NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Employees, Directors, Consultants, other holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.   


(b)
DELEGATION. The Board and the Committee may delegate to one or more officers or managers of the Company or any Affiliate, or a
committee of such officers or managers, the authority, subject to such terms and limitations as the Board or Committee shall determine,
to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue, suspend, or terminate Awards held
by Employees, Consultants, or other holders or beneficiaries of Awards under the Plan who are not officers or directors of the
Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and who also are not “covered employees”
for purposes of Section 162(m) of the Code. 


(d)
NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable
or applicable only in specific cases.



(e) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving a Participant the right to remain an employee,
director or consultant of the Company or any Affiliate. Further, the Company or an Affiliate may at any time terminate the service
of any employee, director or consultant, free from any liability, or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award Agreement.   


(f)
GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware and applicable federal law.   


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


(h)
NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that
any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any Affiliate.  



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(i)
NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board and the
Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional
Share, or whether such fractional Shares of any rights thereto shall be canceled, terminated, or otherwise eliminated.


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


SECTION
11. EFFECTIVE DATE OF THE PLAN


Subject
to the approval of the stockholders of the Company, the Plan shall be effective June 30, 2014 (the “Effective Date”);
provided, however, that to the extent that Awards are granted under the Plan before its approval by stockholders, the Awards will
be contingent on approval of the Plan by the stockholders of the Company at an annual meeting, special meeting, or by written
consent.


SECTION
12. TERM OF THE PLAN


No
Award shall be granted under the Plan more than 10 years after the Effective Date. However, unless otherwise expressly provided
in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Board and
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.


SECTION
13 SECTION 409A


 


The
Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent
permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that
are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred
compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required
to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits
that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant's
termination of Continuous Service Status shall instead be paid on the first payroll date after the six-month anniversary of the
Participant's separation from service (or the Participant's death, if earlier). (iii)Notwithstanding the foregoing, neither
the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or
penalty on any Participant under Section 409A of the Code and neither the Company nor the Administrator will have any liability
to any Participant for such tax or penalty.


 


 


The
foregoing Equity Incentive Plan was duly adopted and approved by the Board of Directors on June 30, 2014


RELMADA
THERAPEUTICS, INC.


By:
Sergio Traversa


Chief
Executive Officer






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RELMADA
THERAPEUTICS, INC.


 


AMENDED
AND RESTATED 2014 STOCK OPTION PLAN


NOTICE
OF STOCK OPTION GRANT


 


 


«Optionee»


 


You
have been granted an option to purchase Common Stock of Relmada Theraprutics, Inc. (the “Company”) as follows:


	Board Approval Date:	«BoardApprovalDate»




	Date of Grant (Later of Board

Approval Date or Commencement

of Employment/Consulting):	«GrantDate»
	 	 




	Exercise Price per Share:	$«ExercisePrice»




	Total Number of Shares Granted:	«NoofShares»




	Total Exercise Price:	$«TotalExercisePrice»




	Type of Option:	«NoSharesISO» Shares
Incentive Stock Option




	 	«NoSharesNSO» Shares
Nonstatutory Stock Option




	Expiration Date:	«Term»/«ExpirationDate»




	Vesting Commencement Date:	«VestingCommencementDate»
	 	 
	Vesting/Exercise Schedule:	So long as your full time employment or consulting relationship
    with the Company continues, the Shares underlying this Option shall vest and become exercisable in accordance with the following
    schedule: ___________ of the Shares subject to the Option shall vest and become exercisable on the ________ month anniversary
    of the Vesting Commencement Date and _______ of the total number of Shares subject to the Option shall vest and become exercisable
    each month thereafter.
	 	 
	Termination Period:	This Option may be exercised for ___ days after termination of
    employment or consulting relationship except as set out in Section 6 of the Stock Option Plan (but in no event later
    than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any
    reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.
	 	 
	Transferability:	This Option may
    not be transferred.








By your signature and the signature of the Company’s representative below, you and the Company agree that this option
is granted under and governed by the terms and conditions of the Relmada Therapeutics, Inc. 2014 Stock Plan and the Stock
Option Agreement, both of which are attached and made a part of this document.


In
addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services
to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior
to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue
your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your
right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.


 


	 	 	RELMADA THERAPEUTICS, INC.
	 	 	 
		 	By:
	«Optionee»	 	 
	 	 	Name:
	 	 	 
	 	 	Title:









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