As filed with the Securities
and Exchange Commission on January 27, 2025
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
NEUPHORIA
THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
99-3845449 |
| (State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
Neuphoria Therapeutics
Inc. 2024 Equity Incentive Plan
(Full title of the plan)
100 Summit Dr, Burlington, Massachusetts 01803
(781)439-5551
(Address and telephone number of registrant’s
principal executive offices)
Spyridon “Spyros” Papapetropoulos
President, Chief Executive Officer and Director
c/o Cogency Global Inc.
850 New Burton Road, Suite 201
Dover, DE 19904
(Name, address and telephone number of agent for
service)
Copies to:
Theodore Ghorra, Esq.
Rimon P.C.
400 Madison Ave
New York, NY 10017
(212) 515-9979
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTES
Neuphoria Therapeutics Inc. (the “Company”) has adopted
its 2024 Equity Incentive Plan (“2024 Plan”). The maximum number of shares of common stock of the Company that are available
for issuance under the 2024 Plan is 1,000,000 shares. This Registration Statement on Form S-8 is filed with the Securities and Exchange
Commission (“Commission”) for the purposes of registering the 1,000,000 shares of the Company’s common stock issuable
under the 2024 Plan. On December 24, 2024, our predecessor entity, Bionomics Limited, an Australian corporation (“Bionomics”),
effected a redomiciliation through a scheme of arrangement under Australian law whereby and following which Neuphoria Therapeutics Inc.,
a Delaware corporation became the successor entity to Bionomics. As a result, the terms “we,” “our,” “us”
and the “Company” in this registration statement refer to Neuphoria Therapeutics Inc. and to Bionomics and its consolidated
subsidiaries on and prior to December 23, 2024, unless otherwise specified.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The documents containing the
information required in Part I of this registration statement have been or will be sent or given to participating employees as specified
in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with the rules and regulations
of the Commission. Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into
this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which
have been filed by the Company with the Commission are incorporated by reference in and made a part of this registration statement, as
of their respective dates:
The
following documents, which have previously been filed by the Company with the Commission pursuant to the Securities Act and pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed
to be a part hereof:
(a) The
Company’s Annual Report on Form 10-K for the year ended June 30, 2024, filed on September 30, 2024;
(b) The Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 14, 2024;
(c) The Company’s Current Reports on Form
8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related
to such items) filed on November 21, 2024, December 12, 2024, December 16, 2024, December 23, 2024, and January 14, 2025;
(d) The Company’s Registration
Statement on Form S-3, File No. 333-283306, filed on November 18, 2024, as amended on November 25, 2024 and January 7, 2025; and
(e) All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
since the end of the fiscal year covered by the Annual Report referred to in (a) above (other than information deemed to have been “furnished”
rather than “filed” in accordance with the Commission’s rules);
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to
be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not Applicable.
Item 6. Indemnification of Directors
and Officers.
The
Company is governed by the General Corporation Law of the State of Delaware (“DGCL”). Section 145 of the DGCL makes provision
for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of the Company under
certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Section 145(b)
of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person acted in any of the capacities set forth above, against expenses (including attorney fees) actually and
reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper. The DGCL provides that Section 145 is not exclusive of other rights
to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its Certificate of Incorporation that a director or officer of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer,
except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in
the case of directors, for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions, or (iv) for
any transaction from which the director or officer derived an improper personal benefit, provided that officers may not be indemnified
for actions by or in the right of the corporation. The Company’s Certificate of Incorporation provides for such limitation of liability.
The Company maintains standard policies of insurance
under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty
or other wrongful act and (b) to the Company with respect to payments that may be made by the Company to such officers and directors
pursuant to the above indemnification provision or otherwise as a matter of law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) | The
undersigned Company hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement; |
provided, however, that
subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
| (b) | The
undersigned Company hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each
filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (c) | Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 27th day of January, 2025.
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NEUPHORIA THERAPEUTICS INC. |
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By: |
/s/ Spyridon
“Spyros” Papapetropoulos |
| |
Name: |
Spyridon “Spyros” Papapetropoulos |
| |
Title: |
President, Chief Executive Officer and Director |
POWER
OF ATTORNEY AND SIGNATURES
We, the undersigned officers
and directors of Neuphoria Therapeutics Inc., hereby severally constitute and appoint Spyridon “Spyros” Papapetropoulos and
Tim Cunningham, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated
below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to
file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to
said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to
be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on
the dates indicated.
| Person |
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Capacity |
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Date |
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| /s/ Spyridon
“Spyros” Papapetropoulos |
|
President, Chief Executive Officer, and Director |
|
January 27, 2025 |
| Spyridon “Spyros” Papapetropoulos |
|
(Principal Executive Officer) |
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| /s/ Tim
Cunningham |
|
Chief Financial Officer |
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January 27, 2025 |
| Tim Cunningham |
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(Principal Financial Officer) |
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| /s/ Alan
Fisher |
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Director |
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January 27, 2025 |
| Alan Fisher |
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| /s/ Jane
Ryan |
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Director |
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January 27, 2025 |
| Jane Ryan |
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| /s/ Miles Davies |
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Director |
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January 27, 2025 |
| Miles Davies |
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| /s/ David Wilson |
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Director |
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January 27, 2025 |
| David Wilson |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF COMPANY
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Neuphoria Therapeutics Inc. has signed this registration
statement on January 27, 2025.
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NEUPHORIA THERAPEUTICS INC. |
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|
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By: |
/s/ Spyridon
“Spyros” Papapetropoulos, M.D. |
| |
|
Spyridon “Spyros” Papapetropoulos, M.D. |
| |
|
President, Chief Executive Officer and Director |
6
Exhibit 5.1
January 27, 2025
Neuphoria Therapeutics Inc.
100 Summit Dr,
Burlington, Massachusetts 01803
| Re: |
Registration on Form S-8 of Neuphoria Therapeutics Inc. |
Ladies and Gentlemen:
We
have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Neuphoria Therapeutics Inc., a Delaware
corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of 1,000,000
shares of the Company’s Common Stock, par value $0.00001 per share (the “Shares”). The Shares are to be issued under
the Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan (the “Plan”).
In
arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction
as being true and complete copies, of the originals, of such documents, corporate records, certificates of officers of the Company and
of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below.
In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency
of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies.
We
have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would
expand, modify, or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the
opinion that the Shares, when issued and sold against payment therefor as set forth in the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use
of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal
Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
| Very truly yours, |
|
| |
|
| /s/ Rimôn P.C. |
|
| |
|
| Rimôn P.C. |
|
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Neuphoria Therapeutics Inc. of our report dated September 30, 2024, relating to the consolidated financial statements of
Bionomics Limited, appearing in the Annual Report on Form 10-K of Bionomics Limited for the fiscal year ended June 30, 2024.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
January 27, 2025
Exhibit 99.1
Neuphoria
Therapeutics Inc.
2024 EQUITY INCENTIVE PLAN
1. Purpose.
The purpose of the Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan is to provide a means through which the Company and its Affiliates
may attract and retain key personnel and whereby Directors, Employees, and Consultants of the Company and its Affiliates can acquire and
maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of Common
Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with the
Company’s shareholders.
2. Definitions.
The following definitions shall be applicable throughout the Plan:
(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or
(ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to
any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
(b) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Stock Bonus Award, and Performance Award granted under the Plan.
(c) “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions of the Award granted to a Participant.
(d) “Board”
means the Board of Directors of the Company.
(e) “Business
Combination” has the meaning given such term in the definition of “Change in Control.”
(f) “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement or the Participant’s employment or service agreement
with the Company states otherwise, the Company’s termination of the Participant’s Service with the Company as a result of:
(i) fraud, embezzlement or other willful act of material dishonesty by the Participant in connection with or relating to the Participant’s
Service with the Company; (ii) theft or misappropriation of property, information, or other assets by the Participant in connection with
the Participant’s Service with the Company which results in or could reasonably be expected to result in material loss, damage or
injury to the Company, its goodwill, business or reputation; (iii) the Participant’s commission, guilty plea, no contest plea or
similar plea for any felony or crime involving moral turpitude; (iv) the Participant’s use of alcohol or drugs while working that
materially interferes with the Participant’s duties to the Company or an Affiliate; (v) the Participant’s breach of a Company
policy and the Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (vi) the Participant’s
material breach of any material written agreement between Participant and the Company and Participant’s failure to cure such breach
within 30 days after receiving written notice thereof; or (vii) the Participant’s repeated insubordination, or refusal (other than
as a result of a Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties,
or assignments given by the Board or the Participant’s supervisor that are consistent with the Participant’s position with
the Company and the Participant’s failure to cure such condition within 30 days after receiving written notice thereof. Additionally,
if the basis for Cause is, in the good faith determination of the Company not reasonably subject to cure, then such 30 days’ prior
notice of termination for Cause shall not be required, and such termination shall be effective on the date the Company delivers notice
of termination for Cause.
The determination as to whether
a Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be
final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s
Service relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, Affiliate,
or any successor thereto, if appropriate
(g) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:
(i) Any
sale, lease, exchange, or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the
Company;
(ii) Any
“Person” as such term is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) becomes, directly or indirectly, the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of
securities of the Company that represent more than 50% of the combined voting power of the Company’s then outstanding voting securities
(the “Outstanding Company Voting Securities”); provided, however, that for purposes of this
Section 2(g)(ii), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company
principally for bona fide equity financing purposes, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Affiliate, (D) any acquisition by any corporation pursuant to a transaction
that complies with Sections 2(g)(iv)(A) and 2(g)(iv)(B), and (E) any acquisition involving beneficial ownership of less
than 50% of the then-outstanding Common Shares (the “Outstanding Company Common Shares”) or the Outstanding Company
Voting Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with respect to its passive
investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided, however,
that for purposes of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business Combination”
(as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the control of the Company;
(iii) During
any period of not more than two (2) consecutive years, individuals who constitute the Board as of the beginning of the period (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming
a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds
of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest
with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other
than the Board will be deemed to be an Incumbent Director;
(iv) Consummation
of a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation, unless,
following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors
(or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior
to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be,
and (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the
entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination;
(v) Shareholder
approval of a plan of complete liquidation of the Company.
A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or
to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities
immediately before such transactions. In addition, if any Person (as defined above) is in effective control of the Company, the acquisition
of additional control of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance
with Code Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change
in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets
of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative
definition thereunder).
(h) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to
such section, regulations or guidance.
(i) “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board.
(j) “Common
Shares” means shares of the Company’s common stock (and any stock or other securities into which such ordinary shares
may be converted or into which they may be exchanged).
(k) “Company”
means Neuphoria Therapeutics Inc., a Delaware corporation.
(l) “Consultant”
means any person, including an advisor, consultant, or agent, engaged by the Company or a Parent or Subsidiary to render services to such
entity or who renders, or has rendered, services to the Company, or any Parent, Subsidiary or affiliate and is compensated for such services.
(m) “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.
(n) “Director”
means a member of the Board.
(o) “Disability”
means, for the purpose of Incentive Stock Options, total and permanent disability as defined in
Code Section 22(e)(3); and for the purpose of Awards other than Incentive Stock Options, means the inability of the Participant
to perform the Participant’s material duties hereunder with a reasonable accommodation due to a physical or mental injury, infirmity
or incapacity for 120 days (including weekends and holidays) in any 365 day period. The Participant shall reasonably cooperate with
the Company if a question arises as to whether the Participant has become disabled (including, without limitation, submitting to reasonable
examinations by one or more medical doctors and other health care specialists reasonably selected by the Company and authorizing such
medical doctors and other health care specialists to discuss the Participant’s condition with the Company).
(p) “Effective
Date” means the date the Plan is approved by the shareholders of the Company.
(q) “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act.
(r) “Eligible
Person” with respect to an Award denominated in Common Shares, means any (i) Employee; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement which includes rules regarding equity entitlement or in an agreement or instrument
relating thereto; (ii) Director of the Company or an Affiliate; (iii) Consultant to the Company or an Affiliate; provided that
if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act;
or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from
the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with
or begins providing Services to the Company or its Affiliates).
(s) “Employee” means
any person, including officers and Directors, employed by the Company or any Affiliate or Subsidiary of the Company. Neither service as
a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company
(t) “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in the Plan
to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations, or guidance.
(u) “Exchange
Program” means a program under which outstanding Awards are amended to provide for a lower Exercise Price or surrendered
or cancelled in exchange for (i) Awards with a lower Exercise Price, (ii) a different type of Award or awards under a different
equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii). Notwithstanding the preceding, the
term Exchange Program does not include (A) any action taken in connection with Section 13 or with a Change in Control transaction
nor (B) any transfer or other disposition permitted under Section 15(a). For the purpose of clarity, each of the actions
described in the prior sentence, none of which constitute an Exchange Program, may be undertaken (or authorized) by the Committee in its
sole discretion without approval by the Company’s shareholders.
(v) “Exercise
Price” has the meaning given such term in Section 7(b).
(w) “Fair
Market Value” means, as of any date, the value of Common Shares determined as follows:
(i) If
the Common Shares are listed on any established stock exchange or a national market system will be the closing sales price for such shares
(or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable;
(ii) If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported
in The Wall Street Journal or such other source as the Committee deems reliable; or
(iii) In
the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee.
(x) “Immediate
Family Members” shall have the meaning set forth in Section 16(b).
(y) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Code Section
422 and otherwise meets the requirements set forth in the Plan.
(z) “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) .
(aa) “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have
been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine
are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy
a tax or deduction obligation of the Participant.
(bb) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.
(cc) “Option”
means an Award granted under Section 7.
(dd) “Option
Period” has the meaning given such term in Section 7(c).
(ee) “Other
Cash-Based Award” shall mean a right or other interest granted to a Participant pursuant to Section 11 of the
Plan other than an Other Stock-Based Award.
(ff) “Other
Stock-Based Award” shall mean a right or other interest granted to a Participant, valued in whole or in part by reference
to, or otherwise based on, or related to, Common Shares pursuant to Section 11 of the Plan including but not limited to (i) unrestricted
Common Shares awarded as a bonus or upon the attainment of performance goals or otherwise as permitted under the Plan, and (ii) a
right granted to a Participant to acquire Common Shares from the Company containing terms and conditions prescribed by the Committee.
(gg) “Outstanding
Company Common Shares” has the meaning given such term in the definition of “Change in Control.”
(hh) “Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”
(ii) “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of
the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the
adoption of the Plan shall be considered a Parent commencing as of such date.
(jj) “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section
6.
(kk) “Performance
Award” shall mean any Award designated by the Committee as a Performance Award pursuant to Section 11.
(ll) “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Award under the Plan.
(mm) “Performance
Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal to
determine, with regard to the Performance Award of a particular Participant, whether all, some portion but less than all, or none of the
Performance Award has been earned for the Performance Period.
(nn) “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria.
(oo) “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.
(pp) “Permitted
Transferee” shall have the meaning set forth in Section 15(a).
(qq) “Person”
has the meaning given such term in the definition of “Change in Control.”
(rr) “Plan”
means this Neuphoria Therapeutics Inc. 2024 Equity Incentive Plan, as amended from time to time.
(ss) “Restricted
Period” means the period determined by the Committee during which an Award is subject to restrictions or, as applicable,
the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(tt) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously
employed or provide continuous Services for a specified period of time), granted under Section 9.
(uu) “Restricted
Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation,
a requirement that the Participant remain continuously employed or provide continuous Services for a specified period of time), granted
under Section 9.
(vv) “SAR Period”
has the meaning given such term in Section 8(b).
(ww) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the
Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments
or successor provisions to such section, rules, regulations or guidance.
(xx) “Service”
means a Participant’s employment or Service with the Company or Subsidiary, whether in the capacity of an Employee, a Director,
or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Participant renders such Service or a change in the Company or Subsidiary for which the Participant
renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s
Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds 90 days, then
on the 91st day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the
Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated
by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under
the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the Participant’s Service
shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant
performs Service ceasing to be a Subsidiary. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s
Service has terminated and the effective date of and reason for such termination.
(yy) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8.
(zz) “Stock
Bonus Award” means an Award granted under Section 10.
(aaa) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a
SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an
Option, the Fair Market Value on the Date of Grant.
(bbb) “Subsidiary”
means, with respect to any specified Person:
(i) any
corporation, association, or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence
of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting
power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and
(ii) any
partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof) of which
are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(ccc) “Substitute
Award” has the meaning given such term in Section 5(e).
3. Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date
no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that
such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.
4. Administration.
(a) Administration
by Committee. The Committee shall administer the Plan. To the extent required to comply with the applicable provisions of Rule
16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member
of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan, be an Eligible Director. However,
the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.
(b) Committee
Authority. Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority,
in addition to other express powers and authorizations conferred on the Committee by the Plan or by the Board, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by,
or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the form of
Award Agreement and the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, Common 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; (vi) determine whether, to what
extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii)
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument
or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint
such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability
of, payment for or lapse of restrictions on, Awards; (x) to institute and determine the terms and
conditions of an Exchange Program; provided, however, that the Committee shall not implement an Exchange Program without the approval
of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting
of Company’s shareholders; (xi) to settle all controversies regarding the Plan and Awards granted under it; (xii) to submit
any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements
of Section 422 of the Code regarding Incentive Stock Options; (xiii) to adopt such procedures
and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign
nationals or employed outside the United States (provided that Committee approval will not be necessary for immaterial modifications to
the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction); and (xiv) make any
other determination and take any other action that the Committee deems necessary or desirable for the administration.
(c) Delegation
of Authority. The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf
of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the
Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the
Exchange Act.
(d) Conclusive
and Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including,
without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.
(e) Indemnification.
No member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to
the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against
and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such
Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that
the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives
notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or
other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts
or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad
faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s
Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Indemnifiable Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(f) Board
Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time
and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the
authority granted to the Committee under the Plan.
5. Grant
of Awards; Shares Subject to the Plan; Limitations.
(a) Type
of Awards. The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Stock Bonus Awards and/or Performance Awards to one or more Eligible Persons.
(b) Authorized
Common Shares. Subject to Section 13 of the Plan, Awards granted under the Plan shall be subject to the following limitations:
(i) the Committee is authorized to deliver under the Plan an aggregate of 1,000,000 Common Shares; (ii) in
no event shall the maximum aggregate number of Common Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed
the aggregate number of Common Shares set forth in Section 5(b)(i) of the Plan plus, to the extent allowable under Code Section 422
and the regulations promulgated thereunder, any Common Shares that again become available for issuance pursuant to Section 5(c)
of the Plan and (iii) the maximum number of Common Shares that may be granted under the Plan during any single fiscal year to any
Participant who is a non-employee director, when taken together with any cash fees paid to such non-employee director during such year
in respect of his or her Service as a non-employee director (including Service as a member or chair of any committee of the Board), shall
not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial
reporting purposes); provided that the non-employee directors who are considered independent (under the rules of The
NASDAQ Stock Market or other securities exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive
chair of the Board, if any, in which case the non-employee Director receiving such additional compensation may not participate in the
decision to award such compensation.
(c) Availability
of Shares. In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares
(either actually or by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising
from such Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding
of Common Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares
available for grant under the Plan on a one-for-one basis. Common Shares underlying Awards under this Plan that are forfeited, cancelled,
expire unexercised, or are settled in cash are available again for Awards under the Plan.
(d) Sources
of Shares. Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in
the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.
(e) Substitute
Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available
for Awards under the Plan.
6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
7. Options.
(a) Generally.
Each Option shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site
maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions
set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly
states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons
who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible
to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been
approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Code Section
422(b)(1); provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on
account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until
such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply
with such rules as may be prescribed by Code Section 422. If for any reason an Option intended to be an Incentive Stock Option (or any
portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion
thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.
(b) Exercise
Price. Except as set forth in this Section 7(b), the exercise price (“Exercise Price”) per Common Share
for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant. Notwithstanding
the foregoing, (i) an Option may be granted with an Exercise Price lower than the minimum Exercise Price set forth above if such Option
is (A) granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Code Section 424(a),
(B) granted in compliance with Code Section 409A or in a manner that is not subject to Code Section 409A, and (ii) in the case of an Incentive
Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the total
combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation
Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant.
(c) Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company
or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)); provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award Agreement: (i) the unvested portion of an Option shall expire upon termination
of employment or Service of the Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A)
one year following termination of employment or Service by reason of such Participant’s death or disability (as determined by the
Committee), but not later than the expiration of the Option Period or (B) ninety (90) days following termination of employment or Service
for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment
or Service for Cause, but not later than the expiration of the Option Period; and (ii) both the unvested and the vested portion of an
Option shall expire upon the termination of the Participant’s employment or Service by the Company for Cause. If the Option would
expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option
will be automatically extended to a date that is thirty (30) calendar days following the date such exercise would no longer violate applicable
securities laws (so long as such extension shall not violate Code Section 409A); provided, that in no event shall such expiration
date be extended beyond the expiration of the Option Period.
(d) Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full
of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required
to be withheld or paid. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable
(i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including,
pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu
of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest
and are Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion,
on a case by case basis, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal
to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless
exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares
otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or
(C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was
exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which
the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares,
or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option shall notify the
Company in writing immediately after the date said Participant makes a disqualifying disposition of any Common Shares acquired pursuant
to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Common Shares before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year after the
date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established
by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the
applicable Participant until the end of the period described in the preceding sentence.
(f) Compliance
with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable
rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter-dealer quotation system on which the securities of the Company are listed or traded.
8. Stock
Appreciation Rights.
(a) Generally.
Each SAR shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site
maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set
forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award
Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent
of any Option.
(b) Strike
Price. The Strike Price for each SAR shall not be less than 100% of the Fair Market Value of such share determined as of the Date
of Grant. Notwithstanding the foregoing, SAR may be granted with a Strike Price lower than the minimum Strike Price set forth above if
such SAR is granted in compliance with Code Section 409A.
(c) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any
SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise
provided by the Committee in an Award Agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or Service
of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination
of employment or Service by reason of such Participant’s death or disability (as determined by the Committee), but not later than
the expiration of the SAR Period or (B) 90 days following termination of employment or Service for any reason other than such Participant’s
death or disability, and other than such Participant’s termination of employment or Service for Cause, but not later than the expiration
of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s
employment or Service by the Company for Cause. If the SAR would expire at a time when the exercise of the SAR would violate applicable
securities laws, the expiration date applicable to the SAR will be automatically extended to a date that is 30 calendar days following
the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Code Section 409A); provided,
that in no event shall such expiration date be extended beyond the expiration of the SAR Period.
(d) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the
SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if
applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised
by the Participant on such last day and the Company shall make the appropriate payment therefor.
(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are
being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over the Strike Price,
less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common Shares valued
at Fair Market Value, or any combination thereof, as determined by the Committee. No fractional Common Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or
transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.
9. Restricted
Stock and Restricted Stock Units.
(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award Agreement.
(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established
in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall
be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the
Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee,
if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such agreement.
If a Participant fails to execute Restricted Stock Award Agreement and, if applicable, an escrow agreement and blank share power within
the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section
9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted
Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the
extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned
to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further
obligation on the part of the Company.
(c) Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award Agreement the unvested portion of
Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or Service of the Participant
granted the applicable Award.
(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units.
(i) Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award
Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If
an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable
to any particular share of Restricted Stock shall be distributed to the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a Fair Market
Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant
shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).
(ii) Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to
(A) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or
(B) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the
Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment
is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as
of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required
to be withheld or paid.
10. Stock
Bonus Awards. The Committee may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under the Plan
to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole
discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each
Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement.
11. Performance
Awards.
(a) Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan,
to designate such Award as a Performance Award. The Committee shall have the authority to make an award of a cash bonus to any Participant
and designate such Award as a Performance Award. Unless otherwise determined by the Committee, an Award Agreement shall evidence all Performance
Awards.
(b) Discretion
of Committee with Respect to Performance Awards. The Committee shall have the discretion to establish the terms, conditions, and
restrictions of any Performance Award. With regard to a particular Performance Period, the Committee shall have sole discretion to select
the length of such Performance Period, the type(s) of Performance Awards to be issued, the Performance Criteria that will be used to establish
the Performance Goal (s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula.
(c) Performance
Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for Performance
Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions,
business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following:
(i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii)
revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit
(before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity,
or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and
cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the
Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross
or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total
shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer
satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory
control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely
launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of rollouts of
new products and services; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic
partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the Performance
Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole
or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate,
or any of the above Performance Criteria may be compared to the performance of a selected group of comparison or peer companies, or a
published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.
The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant
to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics, may be determined in accordance
with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include
or exclude any items otherwise includable or excludable under GAAP.
(d) Modification
of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal for
such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a Performance
Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the
effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization
and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting Principles Board Opinion No. 30
(or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) discontinued
operations; (viii) any other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category
thereof; (ix) foreign exchange gains and losses; and (x) a change in the Company’s fiscal year.
(e) Terms
and Conditions for Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed
by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Award for such Performance
Period. A Participant shall be eligible to receive payment in respect of a Performance Award only to the extent that: (i) the Performance
Goals for such period are achieved; and (ii) all or some of the portion of such Participant’s Performance Award has been earned
for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals. Following the completion
of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for the Performance Period have
been achieved and, if so, calculate the amount of the Performance Awards earned for the period based upon the Performance Formula. The
Committee shall then determine the amount of each Participant’s Performance Award actually payable for the Performance Period.
(f) Timing
of Award Payments. Except as provided in an Award Agreement, Performance Awards granted for a Performance Period shall be paid
to Participants as soon as administratively practicable following the Committee’s determination in accordance with Section 11(e).
12. Other Stock-or Cash-Based
Awards. The Committee is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based
Awards, as deemed by the Committee to be consistent with the purposes of the Plan. To the extent necessary to satisfy the short-term deferral
exception to Code Section 409A, unless the Committee shall determine otherwise, the Awards shall provide that payment shall be made
within two and one-half months after the end of the year in which the Participant has a legally binding vested right to such Award. The
Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards as it deems appropriate, to the extent consistent
with the Plan.
13. Changes
in Capital Structure and Similar Events. In the event of (x) any dividend (other than ordinary cash dividends) or other distribution
(whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares
or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company,
or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or
(y) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate,
or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements
of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case
an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any
such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:
(a) adjusting
any or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or other
property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without
limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award,
including, without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other securities
or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with
respect to any Award, or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance
Goals);
(b) providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;
(c) accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior
to the occurrence of such event;
(d) deeming
any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actual
performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measures
to continue (as is or as adjusted by the Committee) after closing;
(e) providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not
otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any such
exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place
after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior
to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change
in Control; and
(f) canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property,
or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the
price per Common Share received or to be received by other shareholders of the Company in such event), including without limitation, in
the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date
specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such
Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price
equal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and terminated without any payment
or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial
Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make an equitable or proportionate adjustment
to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes.
14. Amendments
and Termination.
(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided that (i) no amendment to Section 14(b) (to the extent required by the proviso in such Section
14(b)) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to
the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment,
alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary.
(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions
or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance,
cancellation, or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore
granted shall not to that extent be effective without the consent of the affected Participant; provided, further,
that without shareholder approval, except as otherwise permitted under Section 13, (i) no amendment or modification may reduce
the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR where
the Fair Market Value of the Common Shares underlying such Option or SAR is less than its Exercise Price and replace it with a new Option
or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing” for purposes
of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Shares are
listed or quoted.
15. General.
(a) Transferability
of Awards.
(i) Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by
the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that
the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the
purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the
benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners
or shareholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either
(I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee
described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that
the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee
notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference
in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B)
Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the
Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been
required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s
employment by, or Services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(b) Tax
Withholding and Deductions.
(i) A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from
any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any
required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Committee) and
deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to take
such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such
taxes.
(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, determined on a case by case basis, permit a Participant
to satisfy, in whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject
to any pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant
having a Fair Market Value equal to such liability or (B) having the Company withhold from the number of Common Shares otherwise issuable
or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such liability.
(c) No
Claim to Awards; No Rights to Continued Employment; Waiver. No person shall have any claim or right to be granted an Award under
the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for
uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s
determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively
among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ or Service of the Company or an Affiliate, nor shall it be
construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time
dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award, a Participant shall thereby be deemed to
have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed
before, on or after the Date of Grant.
(d) Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non- exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, the Option or SAR will not be first exercisable for any Common Shares until at least six months following the
Date of Grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic
Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Change in Control in which such Option or SAR
is not assumed, continued, or substituted, or (iii) upon the Participant’s retirement (as such term may be defined under the Company's
then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months
following the Date of Grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required
for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with
the exercise, vesting or issuance of any shares under any other Award will be exempt from the employee’s regular rate of pay, the
provisions of this Section 15(d) will apply to all Awards and are hereby incorporated by reference into such Award Agreements.
(e) Addenda/International
Participants. The Committee may adopt such addenda to the Plan as it may consider necessary or appropriate for the purpose of
granting Awards, which Awards may contain such terms and conditions as the Committee deems necessary or appropriate to accommodate differences
in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan The terms of any such addenda
shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms
of the Plan as in effect for any other purpose. With respect to Participants who reside or work outside of the United States of America,
the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order
to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company,
or its Affiliates.
(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant
may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary
absence from employment or Service due to illness, vacation or leave of absence nor a transfer from employment or Service with the Company
to employment or Service with an Affiliate (or vice-versa) shall be considered a termination of employment or Service with the Company
or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues
to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered
a termination of employment with the Company or an Affiliate.
(h) Leaves
of Absence/Transfer Between Locations. The Committee shall have the discretion to determine at any time whether and to what extent
the vesting of Awards shall be suspended during any leave of absence; provided, however, that in the absence of such determination, vesting
of Awards shall continue during any paid leave and during any unpaid leave (unless otherwise required by applicable Laws). A Participant
will not cease to be an Employee in the case of (i) any leave of absence approved by the Participant’s employer or (ii) transfers
between locations of the Company or between the Company or any Subsidiary. If an Employee is holding an Incentive Stock Option and such
leave exceeds three (3) months then, for purposes of Incentive Stock Option status only, such Employee’s Service as an Employee
shall be deemed terminated on the first (1st) day following such three (3) month period and the Incentive Stock Option
shall thereafter automatically treated for tax purposes as a Nonstatutory Stock Option in accordance with applicable laws, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy.
(i) Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her Services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant,
the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares subject to any portion
of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in
combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction,
the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended.
(j) No
Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled
to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shares
have been issued or delivered to that person.
(k) Government
and Other Regulations.
(i) The
obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to
the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling,
any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions
of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act
any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that
all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal
securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or
inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional
terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such
Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii) The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,
the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares
or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable
or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with the
foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common
Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would
have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR,
respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be
delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
(l) Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is
unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company,
be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor.
(m) Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.
(n) 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, on the one hand, and a Participant or other person or entity, on the
other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees under general law.
(o) Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that
the corporate records (e.g., Committee or Board consents, resolutions or minutes) documenting the corporate action constituting
the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award
Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents,
the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement
or related grant documents.
(p) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of
the Company or the Committee or the Board, other than himself.
(q) Relationship
to Other Benefits. No payment under the Plan shall be considered in determining any benefits under any pension, retirement, profit
sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(r) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts
made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Each party hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated
in Wilmington, Delaware (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Plan, and each
of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts,
(ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such
action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party
hereby knowingly, voluntarily, and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute,
claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Plan.
(s) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.
(t) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, amalgamation, consolidation, or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.
(u) Status
under ERISA. It is the intent of the Company that the Plan shall not constitute an “employee benefit plan” for purposes
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
(v) Code
Section 409A.
(i) Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply
with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals. The
Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment
for purpose of Code Section 409A.
(ii) If
a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or
her termination of Service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable
by reason of such termination of Service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s
representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the
Participant’s termination of Service, and (y) within 30 days following the date of the Participant’s death. For purposes of
Code Section 409A, a termination of Service shall be deemed to occur only if it is a “separation from service” within the
meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service” or similar terms
shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless the applicable Award
Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within the
meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated
or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent
necessary to avoid the imposition of an excise tax under Code Section 409A, to mean a “change in control event” as such term
is defined for purposes of Code Section 409A.
(iii) Any
adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements
of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409A shall
be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409A
or (y) comply with the requirements of Code Section 409A.
(w) Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company. Masculine pronouns and other
words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(x) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common
Shares or other securities under an Award, that the Participant execute lock-up, shareholder, or other agreements, as it may determine
in its sole and absolute discretion.
(y) Erroneously
Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar
incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policy
established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including, without limitation,
Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii)
the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common Shares or other securities
are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements.
(z) Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
(aa) Corporate
Records Control. In the event that the corporate records (e.g., Board or Committee consents, resolutions or minutes) documenting
the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are
inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award
Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the
incorrect term in the Award Agreement or related grant documents.
24
Calculation
of Filing Fee Tables
FORM S-8
(Form Type)
NEUPHORIA THERAPEUTICS INC.
(Exact Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security
Class Title | |
Fee
Calculation
Rule | | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering
Price Per
Share | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Common Stock, par value $0.0001 per share | |
| 457(h) | | |
| 1,000,000 | (2) | |
$ | 3.23 | (3) | |
$ | 3,230,000 | | |
$ | 0.00015310 | | |
$ | 494.51 | |
| Total Offering Amount |
|
|
|
|
|
|
|
|
| | |
| | | |
$ | 3,230,000 | | |
| | | |
$ | 494.51 | |
| Total Fee Offsets |
|
|
|
|
|
|
|
|
| | |
| | | |
| | | |
| | | |
$ | 0.00 | |
| Net Fees Due |
|
|
|
|
|
|
|
|
| | |
| | | |
| | | |
| | | |
$ | 494.51 | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.00001
per share (“Common Stock”), of Neuphoria Therapeutics Inc. (the “Company”) that become issuable under the Registrant’s
2024 Equity Incentive Plan (the “2024 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar
transaction that increases the number of the outstanding shares of the Company’s Common Stock. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein. |
| (2) | Represents the 1,000,000 shares of Common Stock reserved and
available for issuance under the Plan. |
| (3) | Calculated pursuant to Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The registration fee is calculated based on a price of $3.40 per share, which
is the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on January 23, 2025. |
Table
2: Fee Offset Claims and Sources
The Registrant does not have any fee offsets.
Neuphoria Therapeutics (NASDAQ:NEUP)
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