Attached files
| file | filename |
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| EX-23.1 - CONSENT OF MARCUM LLP - Adgero Biopharmaceuticals Holdings, Inc. | adg_ex231.htm |
| S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Adgero Biopharmaceuticals Holdings, Inc. | adg_s1a.htm |
Exhibit
10.33
FIRST AMENDMENT
TO THE
ADGERO BIOPHARMACEUTICALS HOLDINGS, INC. 2016 EQUITY INCENTIVE
PLAN
This
FIRST AMENDMENT (this
“Amendment”) is
made March 3, 2017 to the Adgero Biopharmaceuticals Holdings, Inc.
2016 Equity Incentive Plan (the “Plan”).
W I T N E S S E T H:
WHEREAS, Adgero Biopharmaceuticals
Holdings, Inc. (the “Company”) sponsors and maintains
the Plan; and
WHEREAS, Section 18.2 of the Plan
reserves to the Board of Directors of the Company (the
“Board”) the
right to amend the Plan from time to time; and
WHEREAS, the Board desires to amend the
Plan in the manner hereinafter provided subject to approval by the
Company’s stockholders.
NOW, THEREFORE, be it effective as of
the date of approval by the Company’s
stockholders:
1.
Amendment to Section 4.1. The first
sentence of Section
4.1(a) of the Plan is hereby amended by deleting it in its
entirety and replacing it with the following in substitution
therefore:
“Subject to
adjustment pursuant to Section 4.2 and any other applicable
provisions hereof, the maximum aggregate number of shares of Common
Stock which may be issued under all Awards granted to Participants
under the Plan shall be 2,756,330 shares.”
2.
Miscellaneous.
2.1 This
Amendment shall be subject to approval by the stockholders of the
Company within 12 months after the date this Amendment is adopted.
Such stockholder approval shall be obtained in the manner and to
the degree required under applicable laws. Notwithstanding any
provision in the Plan to the contrary, exercise of any Option
granted for shares of Common Stock in excess of those remaining
available for grant under the Plan in the absence of such Amendment
before the Company has obtained stockholder approval of this
Amendment in accordance with this Section 2.1 shall be
conditioned upon obtaining such stockholder approval of this
Amendment in accordance with this Section 2.1.
2.2 This
Amendment shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware.
2.3 The
Plan, as amended or modified hereby, is in full force and effect as
of the date hereof.
[Signature
Page Follows]
-1-
IN WITNESS WHEREOF, the undersigned
being a duly authorized officer of the Company has executed this
Amendment as evidence of its adoption by the Company as of the date
first set forth above.
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ADGERO
BIOPHARMACEUTICALS HOLDINGS, INC.
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By:
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/s/
Frank
Pilkiewicz
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Name:
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Frank
Pilkiewicz
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Title:
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Chief Executive
Officer
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[Signature
page to First Amendment to 2016 Equity Incentive
Plan]