PDS Biotechnology Corp (Form: S-8, Received: 06/04/2019 16:09:37)

As filed with the Securities and Exchange Commission on June 4, 2019

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PDS Biotechnology Corporation

(Exact name of registrant as specified in its charter)

Delaware		26-4231384
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Connell Drive, Suite 4000 Berkeley Heights, NJ		07922
(Address of Principal Executive Offices)		(Zip Code)

PDS Biotechnology 2009 Stock Option Plan

PDS Biotechnology Corporation 2018 Stock Incentive Plan

(Full title of the plans)

Frank Bedu-Addo

President and Chief Executive Officer

PDS Biotechnology Corporation

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

(800) 208-3343

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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. ☒

CALCULATION OF REGISTRATION FEE

Title of securities to be registered ⁽¹⁾	Amount to be registered ⁽²⁾			Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, Par Value $0.00033
PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (issued)		468,554	⁽³⁾	$	7.17	⁽⁴⁾	$	3,359,532.18	$	407.18
PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (available)		8	⁽⁵⁾	$	7.36	⁽⁶⁾	$	58.88	$	0.01
PDS Biotechnology Corporation 2018 Stock Incentive Plan (issued)		367,272	⁽³⁾	$	9.04	⁽⁴⁾	$	3,320,138.88	$	402.40
PDS Biotechnology Corporation 2018 Stock Incentive Plan (available)		190,799	⁽⁵⁾	$	7.36	⁽⁶⁾	$	1,404,280.64	$	170.20
Total		1,026,633							$	979.79

(1)

The shares to be registered by PDS Biotechnology Corporation (the “ Registrant ”) on this Form S-8 Registration Statement represent shares of common stock, par value $0.00033 per share (“ Common Stock ”), which are issuable under the PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (the “ 2009 Plan ”), and the PDS Biotechnology Corporation 2018 Stock Incentive Plan (the “ 2018 Plan ”).

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the 2009 Plan and 2018 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.

(3)

Represents shares of Common Stock subject to stock options that are outstanding as of the date this Registration Statement is being filed.

(4)

Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the weighted-average price at which outstanding options may be exercised, as adjusted pursuant to the Merger Agreement.

(5)

Represents shares of Common Stock available for grant as of the date this Registration Statement is being filed.

(6)

Computed in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on May 29, 2019.

EXPLANATORY NOTE

On March 15, 2019, privately-held PDS Biotechnology Corporation, a Delaware corporation (“ PDS ”) and Edge Therapeutics, Inc. (“ Edge ”), completed a business combination in accordance with the terms of that certain Agreement and Plan of Merger and Reorganization, as amended, dated as of November 23, 2018, by and among Edge, Echos Merger Sub, Inc. (“ Merger Sub ”) and PDS (the “ Merger Agreement ”), pursuant to which Merger Sub merged with and into PDS, with PDS surviving as a wholly-owned subsidiary of Edge (the “ Merger ”). Pursuant to the Merger Agreement, Edge changed its name to PDS Biotechnology Corporation (the “ Registrant ,” “ we ,” “ us ” or “ our ”) and PDS changed its name to PDS Operating Corporation. Pursuant to the Merger Agreement, each option to purchase shares of PDS common stock that was outstanding and unexercised immediately prior to the effective time of the Merger under the 2009 Plan or 2018 Plan, whether or not vested, was converted into and became an option to purchase shares of Registrant’s Common Stock and the Registrant assumed the 2009 Plan and 2018 Plan.

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering all or a portion of the shares reserved for issuance under the 2009 Plan and 2018 Plan, each of which were assumed by the Registrant in the Merger.

PART I

Information Required in the Section 10(a) Prospectus

Item 1.

Plan Information.

The documents containing the information specified in Part I will be delivered in accordance with Form S-8 and Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “ Commission ”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.

Registrant Information and Employee Plan Annual Information .

The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents:

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on February 21, 2019 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contain the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(b)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

(c)

The description of the Registrant’s Common Stock, contained in its registration statement on Form 8-A, which was filed with the Commission on September 25, 2015.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K under the Exchange Act shall not be incorporated by reference into this Registration Statement. 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 contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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 Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. The Registrant’s certificate of incorporation and bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

•

transaction from which the director derives an improper personal benefit;

•

act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payment of dividends or redemption of shares; or

•

breach of a director’s duty of loyalty to the corporation or its stockholders.

The Registrant’s certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

As permitted by the Delaware General Corporation Law, the Registrant has entered into and intends to enter into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Registrant to indemnify each director and officer to the fullest extent permitted by law and advance expenses to each indemnitee in connection with any proceeding in which indemnification is available.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

Exhibit No.	Description
4.1	Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on October 6, 2015).
4.2	Certificate of Amendment of the Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on March 18, 2019).
4.3	Certificate of Amendment of the Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on March 18, 2019).
4.4	Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on October 6, 2015).
4.5	Form of Certificate of Common Stock ( incorporated by reference to Exhibit 4.1 to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333- 206416) filed with the Commission on September 21, 2015).
5.1	Opinion of DLA Piper LLP (US).
23.1	Consent of KPMG LLP.
23.2	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
24	Power of Attorney (contained on the signature page hereto).
99.1	PDS Biotechnology Corporation 2009 Stock Option Plan, as amended.
99.2	PDS Biotechnology Corporation 2018 Stock Incentive Plan.
99.3	Form of PDS Biotechnology Corporation Option Agreement for 2009 Stock Option Plan, as amended.
99.4	Form of PDS Biotechnology Corporation Option Agreement for 2018 Stock Incentive Plan.

Item 9.

Undertakings.

The undersigned Registrant 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;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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; 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 paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 and will be governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 with respect to the PDS Biotechnology 2009 Stock Option Plan, as amended, and the PDS Biotechnology Corporation 2018 Stock Incentive Plan, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berkeley Heights, State of New Jersey, on June 4, 2019.

	PDS Biotechnology Corporation

	By:	/s/ Frank Bedu-Addo
	Name:	Frank Bedu-Addo
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

The officers and directors of PDS Biotechnology Corporation whose signatures appear below hereby constitute and appoint Frank Bedu-Addo and Andrew Saik, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form S-8 with respect to the PDS Biotechnology Corporation 2009 Stock Option Plan, as amended, and the PDS Biotechnology Corporation 2018 Stock Incentive Plan, and any amendment or amendments thereto, and each of the undersigned does hereby ratify and confirm all that each attorney and agent, or his or her substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Frank Bedu-Addo	President, Chief Executive Officer and Director	June 4, 2019
Frank Bedu-Addo	(Principal Executive Officer)

/s/ Andrew Saik	Chief Financial Officer and Director	June 4, 2019
Andrew Saik	(Principal Financial and Accounting Officer)

/s/ Sir Richard Sykes	Director	June 4, 2019
Sir Richard Sykes

/s/ De Lyle W. Bloomquist	Director	June 4, 2019
De Lyle W. Bloomquist

/s/ Gregory Freitag	Director	June 4, 2019
Gregory Freitag

/s/ James Loughlin	Director	June 4, 2019
James Loughlin

/s/ Stephen Glover	Director	June 4, 2019
Stephen Glover

Exhibit 5.1

	DLA Piper LLP (US)
	51 John F. Kennedy Parkway, Suite 120
	Short Hills, New Jersey 07078
	www.dlapiper.com

	T: 973-520-2550
	F: 973-520-2551

	Attorneys Responsible for Short Hills Office:

	Andrew P. Gilbert
	Michael E. Helmer

June 4, 2019

PDS Biotechnology Corporation

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

PDS Biotechnology Corporation – Registration Statement on S-8

Ladies and Gentlemen:

Dear Ladies and Gentlemen:

We have acted as counsel to PDS Biotechnology Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of an aggregate of 1,026,633 shares (the “Plan Shares”) of the Company’s common stock, par value $0.00033 per share, consisting of 468,562 shares of common stock issuable under the PDS Biotechnology 2009 Stock Option Plan, as amended (the “2009 Plan”), and 558,071 shares of common stock issuable under the PDS Biotechnology Corporation 2018 Stock Incentive Plan (the “2018 Plan”), as referenced in the Registration Statement.

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Eight Amended and Restated Certificate of Incorporation, as amended and the Second Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Plan Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the 2009 Plan and the 2018 Plan and any award agreement entered into under the 2009 Plan and the 2018 Plan, the Plan Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the Delaware General Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

/s/ DLA Piper LLP (US)

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

PDS Biotechnology Corporation (formerly Edge Therapeutics, Inc.):

We consent to the use of our report dated February 21, 2019, with respect to the balance sheets of Edge Therapeutics, Inc. as of December 31, 2018 and 2017, and the related statements of operations and comprehensive loss, change in stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended December 31, 2018, and the related notes (collectively, the “financial statements”) incorporated herein by reference.

/s/ KPMG LLP

Short Hills, New Jersey

June 4, 2019

Exhibit 99.1

PDS BIOTECHNOLOGY CORPORATION

2009 STOCK OPTION PLAN

ARTICLE 1.

OBJECTIVES

PDS Biotechnology Corporation, a Delaware corporation, has established this Stock Option Plan effective as of the Effective Date, as an incentive to the attraction and retention of dedicated and loyal employees, advisors and consultants of outstanding ability, to stimulate the efforts of such persons in meeting the Company’s objectives, and to encourage ownership of the capital stock of the Company by employees, advisors and consultants.

ARTICLE 2.

DEFINITIONS

2.1 Definitions . For purposes of the Plan, the following terms shall have the definition which is attributed to them, unless another definition is clearly indicated by a particular usage and context.

2.1.1 “ Code ” means the Internal Revenue Code of 1986.

2.1.2 “ Common Stock ” means the common stock, $0.00033 par value of the Company.

2.1.3 “ Company ” means PDS Biotechnology Corporation, a Delaware corporation.

2.1.4 “ Date of Exercise ” means the date on which the Company has received a written notice of exercise of an Option, in such form as is acceptable to the Committee, and full payment of the purchase price or a copy of irrevocable directions to a broker-dealer to deliver the Option Price to the Company pursuant to Section 7.1.2 hereof.

2.1.5 “ Date of Grant ” means the date on which the Committee makes an award of an Option.

2.1.6 “ Eligible Employee ” means anyone who performs services for the Company or a Subsidiary, including an officer, director, employee, or consultant of the Company or a Subsidiary.

2.1.7 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

2.1.8 “ Effective Date ” means November 1, 2008.

2.1.9 “ Fair Market Value ” means, as of any date, the value of a Share or other property as determined by the Committee, in its reasonable discretion; provided , however , that if, on such date, the Common Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a Share shall be the closing price of a Share (or the mean of the closing bid and asked prices of a Share if the Common Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its reasonable discretion.

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2.1.10 “ Incentive Stock Option ” shall have the same meaning as given to that term by Section 422 of the Code.

2.1.11 “ Nonqualified Stock Option ” means any Option granted under the Plan which is not considered an Incentive Stock Option.

2.1.12 “ Option ” means the right to purchase a stated number of Shares at a specified price. The option may be granted to an Eligible Employee subject to the terms of this Plan, and such other conditions and restrictions as the Committee deems appropriate. Each Option shall be designated by the Committee to be either an Incentive Stock Option or a Nonqualified Stock Option.

2.1.13 “ Option Price ” means the purchase price per Share subject to an Option and shall be fixed by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant.

2.1.14 “ Permanent and Total Disability ” shall mean any medically determinable physical or mental impairment rendering an individual unable to engage in any substantial gainful activity, which disability can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

2.1.15 “ Plan ” means this 2009 Stock Option Plan as it may be amended.

2.1.16 “ Securities Act ” means the Securities Act of 1933, as amended. 2.1.17.

2.1.17 “ Share ” means one (1) share of Common Stock.

2.1.18 “ Subsidiary ” shall mean any entity which qualifies as a subsidiary corporation of the Company within the meaning of Section 424 of the Code.

ARTICLE 3.

ADMINISTRATION

3.1 Administration . The Plan shall be administered by the Board of Directors of the Company or a committee designated by the Board of Directors of the Company (the “Committee”). If the Company is subject to Section 162(m) of the Code or if the Company grants Incentive Stock Options, then the Committee shall be comprised of two or more directors, at least a majority of which shall qualify as “Non-Employee Directors” as defined in Rule 16b-3 of the Exchange Act and “outside directors” to the extent required by Section 162(m) of the Code (“Section 162(m)”), as such Rule and Section may be amended, superseded or interpreted hereafter.

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3.2 Authority of Committee . Except as specifically limited by the provisions of the Plan, the Committee in its discretion shall have the authority to:

3.2.1 Grant Options on such terms and conditions consistent with this Plan as the Committee shall determine;

3.2.2 Interpret the provisions of the Plan and decide all questions arising in its application; and

3.2.3 Prescribe such rules and procedures for Plan administration as from time to time it may deem advisable.

3.3 Binding Decisions . Any action, decision, interpretation or determination by the Committee with respect to the application or administration of this Plan shall be final and binding upon all persons, and need not be uniform with respect to its determination of recipients, amount, timing, form, terms or provisions of Options.

3.4 Indemnification . No member of the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Option granted hereunder, and to the extent permitted by law, all members shall be indemnified by the Company for any liability and expenses which may occur from any claim or cause of action.

ARTICLE 4.

SHARES SUBJECT TO PLAN

4.1 Authorized Shares Under the Plan . The number of Shares that may be made subject to Options granted under the Plan shall be 184,080 Shares of Common Stock. Except as provided in Section 4.2, upon lapse or termination of any Option for any reason without being completely exercised, the Shares which were subject to such Option may again be subject to other Options.

4.2 Authorized Shares Per Eligible Employee . The maximum number of Shares with respect to which options may be granted to any Eligible Employee during each fiscal year of the Company is 100,000 . If an Option is canceled, it continues to be counted against the maximum number of Shares for which Options may be granted to an Eligible Employee. If an Option is repriced, the transaction is treated as a cancellation of the Option and a grant of a new Option.

ARTICLE 5.

GRANTING OF OPTIONS

The Committee may, from time to time, prior to April 1, 2018 grant Options to Eligible Employees on such terms and conditions as the Committee may determine. More than one Option may be granted to the same Eligible Employee.

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ARTICLE 6.

TERMS OF OPTIONS

6.1 Terms of Options / Vesting . Subject to specific provisions relating to Incentive Stock Options set forth in Article 9, each Option shall be for a term of from one to ten years from the Date of Grant and may not be exercised during the first twelve months of the term of said Option. If not otherwise provided, the term of each Option shall be 10 years from the Date of Grant. Unless otherwise elected by the Committee, commencing on the first anniversary of the Date of Grant of an Option, the Option may be exercised for one-fifth (1/5) of the total Shares covered by the Option with an additional 20% of the total Shares covered by the Option becoming exercisable on the last day of each succeeding year until the Option is exercisable to its full extent. This right of exercise shall be cumulative and shall be exercisable in whole or in part. The Committee may establish a different exercise schedule and impose other conditions upon exercise for any particular Option or groups of Options. The Committee in its sole discretion may permit particular holders of Options to exercise an Option to a greater extent than provided in such Option.

6.2 Acceleration of Vesting . All Options shall become fully vested and immediately exercisable upon a change in control of the Company only in circumstances where the Optionee is not offered employment with the acquirer. Unless the Committee determines otherwise, all Options other than those described in the preceding sentence shall vest upon the otherwise established vesting schedule, even upon a change in control. For purposes of this Agreement, a “change in control of the Company” shall be deemed to have occurred if any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act, as amended, other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (ii) individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; (iv) a liquidation or dissolution of the Company; or (v) any other event that a majority of the Board, in its sole discretion, shall determine constitutes a change in control of the Company.

6.3 Continuation of Employment . Nothing contained in this Plan or in any Option granted pursuant to it shall confer upon any employee any right to continue in the employ of the Company or to interfere in any way with the right of the Company to terminate employment at any time. So long as a holder of an Option shall continue to be an employee of the Company, the Option shall not be affected by any change of the employee’s duties or position.

ARTICLE 7.

EXERCISE OF OPTIONS

7.1 Written Notice of Exercise .

7.1.1 Any person entitled to exercise an Option in whole or in part, may do so by delivering a written notice of exercise to the Company, Attention Corporate Secretary, at its principal office. The written notice shall specify the number of Shares for which an Option is being exercised and the grant date of the option being exercised and shall be accompanied by full payment of the Option Price for the Shares being purchased and any withholding taxes.

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7.1.2 An Option may also be exercised by delivering a written notice of exercise to the Company, Attention Corporate Secretary, accompanied by irrevocable instructions to deliver shares to a broker-dealer and a copy of irrevocable instructions to the broker-dealer to deliver the Option Price and any withholding taxes to the Company.

7.2 Conditions to Exercise . In all cases, as a condition to exercise of an Option, the Option holder shall execute and become a party to that certain Second Amended and Restated Shareholders’ Agreement, as amended from time to time, by and among the Company and the shareholders of the Company.

ARTICLE 8.

PAYMENT OF OPTION PRICE

In the sole discretion of the Committee, payment of the Option Price may be made in cash, by the tender of Shares which have been owned at least six months and which have a Fair Market Value equal to the purchase price or by any combination of cash and such Shares.

ARTICLE 9.

INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

9.1 Designation of Options . The Committee in its discretion may designate whether an Option is to be an Incentive Stock Option or a Nonqualified Stock Option. The Committee may grant both an Incentive Stock Option and a Nonqualified Stock Option to the same individual. However, where both an Incentive Stock Option and a Nonqualified Stock Option are awarded at one time, such Options shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event will the exercise of one such Option affect the right to exercise the other such Option.

9.2 Incentive Stock Options . Any option designated by the Committee as an Incentive Stock Option will be subject to the general provisions applicable to all Options granted under the Plan plus the following specific provisions:

9.2.1 At the time the Incentive Stock Option is granted, if the Eligible Employee owns, directly or indirectly, stock representing more than 10% of (i) the total combined voting power of all classes of stock of the Company, or (ii) a corporation that owns 50% or more of the total combined voting power of all classes of stock of the Company, then:

9.2.1.1 The Option Price must equal at least 110% of the Fair Market Value on the Date of Grant; and

9.2.1.2 The term of the Option shall not be greater than five years from the Date of Grant.

9.2.2 The aggregate Fair Market Value of Shares (determined at the Date of Grant) with respect to which Incentive Stock Options are exercisable by an Eligible Employee for the first time during any calendar year under this Plan or any other plan maintained by the Company shall not exceed $100,000.

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9.3 Nonqualified Stock Options . If any Option is not granted, exercised, or held pursuant to the provisions noted immediately above, it will be considered to be a Nonqualified Stock Option to the extent that the grant is in conflict with these restrictions.

ARTICLE 10.

TRANSFERABILITY OF OPTION

10.1 General Restrictions on Transfer . During the lifetime of an Eligible Employee to whom an Option has been granted, such Option is not transferable voluntarily or by operation of law and may be exercised only by such individual. Upon the death of an Eligible Employee to whom an Option has been granted, the Option may be transferred to the beneficiaries or heirs of the holder of the Option by will or by the laws of descent and distribution.

10.2 Exceptions for Certain Nonqualified Options . Notwithstanding the above, the Committee may, with respect to particular Nonqualified Options, establish or modify the terms of the Option to allow the Option to be transferred at the request of the grantee of the Option to trusts established by the grantee or as to which the grantee is a grantor or to family members of the grantee or otherwise for personal and tax planning purposes of the grantee. If the Committee allows such transfer, such Options shall not be exercisable for a period of six months following the action of the Committee.

ARTICLE 11.

TERMINATION OF OPTIONS

11.1 Termination . An Option will terminate as follows:

11.1.1 Upon exercise or expiration by its terms.

11.1.2 Options shall terminate immediately if employment is terminated for cause or by voluntary action of the grantee without the consent of the Company. Cause is defined as including, but not limited to, theft of or intentional damage to the Company property, intentional harm to the Company’s reputation, material breach of the optionee’s duty of fidelity to the Company, excessive use of alcohol, the use of illegal drugs, the commission of a criminal act, willful violation of the Company policies, or trading in shares for personal gain based on knowledge of the Company’s activities or results when such information is not available to the general public.

11.1.3 If the grantee of an Option violates any terms of any written employment, confidentiality or noncompetition agreement between the Company and that person, all existing Options granted to such person will terminate. In addition, if at the time of such violation such person has exercised Options but has not received certificates for the Shares to be issued, the Company may void the Option and its exercise. Any such actions by the Company shall be in addition to any other rights or remedies available to the Company in such circumstances.

11.1.4 If the grantee of an Option dies or becomes subject to a Permanent and Total Disability while employed by the Company, or within 90 days after termination of employment for any reason other than cause, such Option may be exercised at any time within one year after the date of termination of employment to the extent the Options are otherwise vested at the date of termination of employment. Options may be exercised by that person’s estate or guardian or by those persons to whom the Option may have been transferred pursuant to Article 10.

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11.1.5 In all other cases, upon termination of employment, the then-exercisable portion of any Option will terminate on the 90th day after the date of termination. The portion not exercisable will terminate on the date of termination of employment. For purposes of the Plan, a leave of absence approved by the Company shall not be deemed to be termination of employment.

11.2 Committee’s Discretion to Modify Termination Date . The Committee, in its discretion, may as to any particular outstanding Nonqualified Stock Option or upon the grant of any Nonqualified Stock Option, establish terms and conditions which are different from those otherwise contained in this Article 11, by, without limitation, providing that upon termination of employment for any designated reason, vesting may occur in whole or in part at such time and that such Option may be exercised for any period during the remaining term of the Option, not to exceed ten years from the Date of Grant.

11.3 Effect of Modifications to Termination Date . Except as provided in Article 12 hereof, in no event will the continuation of the term of an Option beyond the date of termination of employment allow the grantee, or his beneficiaries, heirs or assigns, to accrue additional rights under the Plan, or to purchase more Shares through the exercise of an Option than could have been purchased on the day that employment was terminated. In addition, notwithstanding anything contained herein, no option may be exercised in any event after the expiration of ten years from the date of grant of such option.

ARTICLE 12.

ADJUSTMENTS TO SHARES AND OPTION PRICE

12.1 Adjustments to Shares . In the event of changes in the outstanding Shares as a result of stock dividends, stock splits, reclassifications, reorganizations, redesignations, mergers, consolidations, recapitalizations, combinations or exchanges of such Shares, or other such changes, the number and class of such series of Shares for all purposes covered by the Plan and number and class of such Shares and price per Share for each outstanding Option covered by the Plan shall be appropriately adjusted by the Committee.

12.2 Adjustments to Option Price . The Committee shall make appropriate adjustments in the Option Price to reflect any spin-off of assets, extraordinary dividends or other distributions to shareholders.

ARTICLE 13.

OPTION AGREEMENTS

13.1 Option Agreements . All Options granted under the Plan shall be evidenced by a written agreement in such form or forms as the Committee in its sole discretion may determine.

13.2 Acceptance of Options . Each optionee, by acceptance of an Option under this Plan, shall be deemed to have consented to be bound, on the optionee’s own behalf and on behalf of the optionee’s heirs, assigns and legal representatives, by all terms and conditions of this Plan.

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ARTICLE 14.

AMENDMENT OR TERMINATION OF PLAN

14.1 Amendment . The Board of Directors of the Company may at any time amend, suspend, or terminate the Plan; provided, however, that no amendments by the Board of Directors of the Company shall, without further approval of the shareholders of the Company:

14.1.1 Change the definition of Eligible Employees;

14.1.2 Except as provided in Articles 4 and 12 hereof, with respect to Incentive Stock Options (i) increase the number of Shares which may be subject to Options granted under the Plan; or (ii) increase the maximum number of Shares with respect to which Options may be granted to any Eligible Employee of the Company during any fiscal year;

14.1.3 Cause any Option granted as an Incentive Stock Option to fail to qualify as an “Incentive Stock Option” as defined by Section 422 of the Code.

14.2 No Impairment of Existing Options . No amendment or termination of the Plan shall impair any Option granted under the Plan without the consent of the holder thereof.

14.3 Termination of Plan . This Plan shall continue in effect until the expiration of all Options granted under the Plan unless terminated earlier in accordance with this Article 14; provided, however, that it shall otherwise terminate and no options shall be granted ten years after the Effective Date.

ARTICLE 15.

EFFECTIVE DATE

This Plan shall become effective as of the Effective Date, having been ratified and adopted by the Board of Directors of the Company to be effective on or prior to such date, and solely with respect to Incentive Stock Options is subject to approval by shareholders by October 31, 2009.

ARTICLE 16.

MISCELLANEOUS

16.1 Grant of Options . Nothing contained in this Plan or in any action taken by the Board of Directors or shareholders of the Company shall constitute the granting of an Option. An Option shall be granted only at such time as a written Option shall have been executed and delivered to the respective employee and the employee shall have executed an agreement respecting the Option in conformance with the provisions of the Plan.

16.2 Share Certificates . Certificates for Shares purchased through exercise of Options will be issued in regular course after exercise of the Option and payment therefor as called for by the terms of the Option, but in no event shall the Company be obligated to issue certificates more often than once each quarter of each fiscal year. No persons holding an Option or entitled to exercise an Option granted under this Plan shall have any rights or privileges of a shareholder of the Company with respect to any Shares issuable upon exercise of such Option until certificates representing such Shares shall have been issued and delivered. No Shares shall be issued and delivered upon exercise of an Option unless and until the Company, in the opinion of its counsel, has complied with all applicable registration requirements of the Securities Act and any applicable state securities laws and with any applicable listing requirements of any national securities exchange on which the Company securities may then be listed as well as any other requirements of law.

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16.3 Governing Law . This Plan and each Option granted hereunder shall be governed by and construed in accordance with the laws of the state of Ohio. All disputes arising hereunder shall be litigated solely in courts located in Hamilton County, Ohio, and as a condition to exercise of an Option, each Option holder hereby waives objection to jurisdiction and venue of such courts.

16.4 Headings . The headings used in this Plan are for ease of reference only and shall not be used to interpret or alter the meaning of any of the provisions contained herein.

PDS BIOTECHNOLOGY CORPORATION

AMENDMENT NO. 1 TO

2009 STOCK OPTION PLAN

ARTICLE 1.

OBJECTIVES

WHEREAS, the Board of Directors of PDS Biotechnology Corporation (the “Company”) approved and adopted the Stock Option Plan (the “Plan”) of the Company on January 22, 2009;

WHEREAS, the Board of Directors and the Stockholders of the Company have determined that it is in the best interest of the Company to amend the Plan in order to provide for a increase in the maximum number of shares of Stock reserved and available for issuance under the Plan to 334,080 shares and have authorized said increase; and

WHEREAS, the Board of Directors and Stockholders of the Company have determined that it is in the best interest of the Company to amend the Plan in order to allow for an increase in the maximum number of shares of Stock available for issuance to an Eligible Employee (as defined therein) in a fiscal year under the Plan.

NOW, THEREFORE, the Plan is amended, effective December 3, 2012, as follows:

Section 4.1 of the Plan shall be amended by replacing the term “184,080” therein with the term “334,080”.

Section 4.2 of the Plan shall be amended by replacing the term “100,000” therein with the term “200,000”.

In all respects not amended, the Plan is hereby ratified and confirmed.

IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment to the Plan as set forth herein, the Board of Directors of the Company and Stockholders have caused this Amendment to be executed by the undersigned officer of the Company as of the date set forth above.

	PDS BIOTECHNOLOGY CORPORATION

	By: /s/ Frank K. Bedu-Addo
	Name: Frank K. Bedu-Addo, Ph.D.
	Title: Chief Executive Officer

PDS BIOTECHNOLOGY CORPORATION

AMENDMENT NO. 2 TO

2009 STOCK OPTION PLAN

ARTICLE 1.

OBJECTIVES

WHEREAS, the Board of Directors of PDS Biotechnology Corporation (the “Company”) approved and adopted the Stock Option Plan (the “Plan”) of the Company on January 22, 2009 and which was thereafter amended pursuant to the first Amendment No. 1 to 2009 Stock Option Plan;

WHEREAS, the Board of Directors of the Company have determined that it is in the best interest of the Company to amend the Plan in order to allow for an increase in the maximum number of shares of Stock available for issuance to an Eligible Employee (as defined therein) in a fiscal year under the Plan.

NOW, THEREFORE, the Plan is amended as follows:

Section 4.1 of the Plan shall be amended by replacing the term “334,080” therein with the term “386,390”.

In all respects not amended, the Plan is hereby ratified and confirmed.

	PDS BIOTECHNOLOGY CORPORATION

	By:	/s/ Frank K. Bedu-Addo, Ph.D.
	Name: Frank K. Bedu-Addo, Ph.D.
	Title: Chief Executive Officer

PDS BIOTECHNOLOGY CORPORATION

AMENDMENT NO. 3 TO

2009 STOCK OPTION PLAN

WHEREAS, the Board of Directors (the “ Board ”) of PDS Biotechnology Corporation (the “ Company ”) approved and adopted the 2009 Stock Option Plan (the “ Plan ”) of the Company on January 22, 2009 and which was thereafter amended pursuant to Amendment No. 1 and Amendment No. 2 to the Plan;

WHEREAS, the Board has determined that it is in the best interest of the Company to amend the Plan to allow for the cashless exercise of an option; and

WHEREAS, pursuant to Section 14.1 of the Plan, the Board of Directors may amend the Plan including with respect to the exercise method and also to clarify the payment of taxes, if applicable.

NOW, THEREFORE, the Plan is hereby amended as follows:

Article 8 (Payment of Exercise Price) is amended in its entirety to read as follows:

Article 8

Payment of Exercise Price and Applicable Taxes

Subject to the provisions of the Plan and notwithstanding any provision in an applicable grant agreement, an Option which is exercisable may be exercised by means of a fully completed exercise form (if provided) or other written notice delivered to the Company. The exercise form or other written notice must be accompanied by the payment in full of the Option Price for the Shares to be purchased. The Option Price may be paid in the following manner:

delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Committee in its discretion;

a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm designated or approved by the Committee;

subject to such limits as the Committee may impose from time to time, tender (via actual delivery or attestation) to the Company of other Company shares which have a fair market value (as determined by the Committee in a manner consistent with the definition of Fair Market Value in the Plan) on the date of tender equal to the Option Price;

net share settlement; or

any combination of the foregoing.

No Shares will be issued until full payment therefor has been received by the Company.

At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Option holder must either (a) authorize withholding from payroll or any other payment of any kind due to such holder and must otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Option (the “” Tax Obligations ”); or (b) pay the Tax Obligations, if any, by net share settlement.

Except as amended hereby, the Plan remains in full force and effect.

	PDS BIOTECHNOLOGY CORPORATION

	By:	/s/ Frank Bedu-Addo
	Name: Frank Bedu-Addo
	Title: Chief Executive Officer

PDS BIOTECHNOLOGY CORPORATION

AMENDMENT NO. 4 TO

2009 STOCK OPTION PLAN

WHEREAS, the Board of Directors (the “ Board ”) of PDS Biotechnology Corporation (the “ Company ”) approved and adopted the 2009 Stock Option Plan (the “ Plan ”) of the Company on January 22, 2009, which was thereafter amended pursuant to Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Plan; and

WHEREAS, the Board has determined that it is in the best interests of the Company to amend the Plan in accordance with Section 14.1 of the Plan and the terms and provisions set forth below.

NOW, THEREFORE, the Plan is hereby amended as follows:

Section 6.2 of the Plan is hereby amended and restated in its entirety to read as follows:

“6.2 Acceleration of Vesting . All Options shall become fully vested and immediately exercisable immediately prior to the earlier of (i) the holder’s termination without cause, (as defined in Section 11.1.2) (ii) the consummation of a Change of Control (as defined below) and (iii) a Qualified Equity Financing.

“Change of Control” shall mean (a) any merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings), (b) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) (i) cease to own their shares or other equity interest in the Company or (ii) exchange their shares of Company capital stock for equity interests in a company whose equity is publicly traded or listed on a securities exchange, (c) the sale of substantially all of the assets of the Company, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction.

“Qualified Equity Financing” shall mean any equity financing of the Company resulting in gross proceeds to the Company equal to or in excess of $15,000,000.”

Section 11.1.2 of the Plan is hereby amended and restated in its entirety to read as follows:

11.1.2 “Options shall terminate immediately if employment is terminated for cause. Cause is defined as including, but not limited to, theft of or intentional damage to the Company property, intentional harm to the Company’s reputation, material breach of the optionee’s duty of fidelity to the Company, excessive use of alcohol, the use of illegal drugs, the commission of a criminal act, willful violation of the Company policies, or trading in shares for personal gain based on knowledge of the Company’s activities or results when such information is not available to the general public.”

Section 11.1.4 of the Plan is hereby amended and restated in its entirety to read as follows:

“11.1.4 If the grantee of an Option dies, becomes subject to a Permanent and Total Disability while employed by the Company, or terminates employment for any reason other than cause or voluntarily resigns (with or without good reason), such Option may be exercised at any time prior to the expiration of such Option to the extent the Options are otherwise vested at the date of termination of employment. Options may be exercised by that person’s estate or guardian or by those persons to whom the Option may have been transferred pursuant to Article 10. For purposes of the Plan, a leave of absence approved by the Company shall not be deemed to be termination of employment.”

Section 11.1.5 of the Plan is deleted in its entirety.

Except as amended hereby, the Plan remains in full force and effect.

	PDS BIOTECHNOLOGY CORPORATION

	By:	/s/ Frank Bedu-Addo
	Name: Frank Bedu-Addo
	Title: Chief Executive Officer

Exhibit 99.2

PDS BIOTECHNOLOGY CORPORATION

2018 STOCK INCENTIVE PLAN

1.	Purpose; Definitions.

1.1. Purpose . The purpose of the PDS Biotechnology 2018 Stock Incentive Plan is to enable the Company to offer to its officers, non-executive level employees, directors and consultants whose past, present and/or potential contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, to advance the interests of the Company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to us and whose efforts and judgment contribute to the success of the Company. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s officers, non-executive employees, directors and consultants to those of its other shareholders. The types of long-term incentive awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses.

1.2. Definitions . For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “ Agreement ” means the agreement between the Company and the Holder setting forth the terms and conditions of an award under the Plan.

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

(d) “ Committee ” means the Compensation Committee of the Board or any other committee of the Board that the Board may designate to administer the Plan or any portion thereof. If no Committee is so designated, then all references in this Plan to “Committee” shall mean the Board.

(e) “ Common Stock ” means the common stock of the Company, $0.00033 par value per share.

(f) “ Company ” means PDS Biotechnology Corporation, a Delaware corporation.

(g) “ Deferred Stock ” means Common Stock to be received, under an award made pursuant to Section 8, below, at the end of a specified deferral period.

(h) “ Disability ” means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.

(i) “ Effective Date ” means the date set forth in Section 12.1, below.

(j) “ Fair Market Value ”, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Common Stock is listed on a national securities exchange, the last sale price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange; (ii) if the Common Stock is not listed on a national securities exchange, but is traded in the over-the-counter market, the closing bid price for the Common Stock on such date, as reported on the OTC Markets or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine, in good faith.

(k) “ Holder ” means a person who has received an award under the Plan.

(l) “ Incentive Stock Option ” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(m) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(n) “Normal Retirement” means retirement from active employment with the Company or any Subsidiary on or after age 65.

(o) “ Other Stock-Based Award ” means an award under Section 9, below, that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

(p) “ Parent ” means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.

(q) “ Plan ” means the PDS Biotechnology Stock Incentive Plan, as hereinafter amended from time to time.

(r) “ Repurchase Value ” shall mean the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

(s) “ Restricted Stock ” means Common Stock, received under an award made pursuant to Section 7, below, that is subject to restrictions under said Section 7.

(t) “ SAR Value ” means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

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(u) “ Stock Appreciation Right ” means the right to receive from the Company, on surrender of all or part of the related Stock Option, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).

(v) “ Stock Option ” or “ Option ” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.

(w) “ Stock Reload Option ” means any option granted under Section 5.3 of the Plan.

(x) “ Subsidiary ” means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.

2.	Administration.

2.1. Committee Membership . The Plan shall be administered by the Committee unless there is no longer a compensation committee of the Board in which event the Plan shall be administered by the Board. Committee members shall serve for such term as the Board may in each case determine, and shall be subject to removal at any time by the Board. The Committee members, to the extent deemed to be appropriate by the Board, shall be “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and “outside directors” within the meaning of Section 162(m) of the Code.

2.2. Powers of Committee . The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan) :

(a) to select the officers, non-executive level employees and directors of and consultants to the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards may from time to time be awarded hereunder.

(b) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder including, but not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options and the purchase price of Common Stock awarded under the Plan (including without limitation by a Holder’s conversion of deferred salary or other indebtedness of the Company to the Holder), such as other securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine;

(c) to determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award granted hereunder;

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(d) to determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other equity awarded under this Plan and cash awards made by the Company or any Subsidiary outside of this Plan;

(e) to permit a Holder to elect to defer a payment under the Plan under such rules and procedures as the Committee may establish, including the crediting of interest on deferred amounts denominated in cash and of dividend equivalents on deferred amounts denominated in Common Stock;

(f) to determine the extent and circumstances under which Common Stock and other amounts payable with respect to an award hereunder shall be deferred that may be either automatic or at the election of the Holder; and

(g) to substitute (i) new Stock Options for previously granted Stock Options, which previously granted Stock Options have higher option exercise prices and/or contain other less favorable terms, and (ii) new awards of any other type for previously granted awards of the same type, which previously granted awards are upon less favorable terms.

2.3. Interpretation of Plan .

(a) Committee Authority . Subject to Section 11, below, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any award issued under the Plan (and to determine the form and substance of all Agreements relating thereto), and to otherwise supervise the administration of the Plan. Subject to Section 11, below, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding upon all persons, including the Company, its Subsidiaries and the Holders.

(b) Incentive Stock Options . Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options (including but limited to Stock Reload Options or Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.

3.	Stock Subject to Plan.

3.1. Number of Shares . The total number of shares of Common Stock reserved and available for issuance under the Plan shall be one million, seven hundred ten thousand, eight hundred twenty five (1,710,825) shares. Shares of Common Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock award, Reload Stock Option or Other Stock- Based Award granted hereunder are forfeited or any such award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under the Plan.

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3.2. Adjustment Upon Changes in Capitalization, Etc . In the event of any dividend (other than a cash dividend) payable on shares of Common Stock, stock split, reverse stock split, combination or exchange of shares, or other similar event (not addressed in Section 3.3, below) occurring after the grant of an Award, which results in a change in the shares of Common Stock of the Company as a whole, the number of shares issuable in connection with any such Award and the purchase price thereof, if any, shall be proportionately adjusted to reflect the occurrence of any such event. Any adjustment required by this Section 3.2 shall be made by the Committee, in good faith, whose determination will be final, binding and conclusive.

3.3. Certain Mergers and Similar Transactions . In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Awardees), (c) a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Awardees. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Awardees as was provided to shareholders (after considering the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Holder, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Holder. In the event such successor corporation (if any) refuses or otherwise declines to assume or substitute Awards, as provided above, (i) the vesting of any or all Awards granted pursuant to this Plan will accelerate immediately prior to the effective date of a transaction described in this Section 3.3 and (ii) any or all Options granted pursuant to this Plan will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate when determined by the Committee. Subject to any greater rights granted to Awardees under the foregoing provisions of this Section 3.3, in the event of the occurrence of any transaction described in this Section 3.3, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

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4.	Eligibility.

4.1. Awards may be made or granted to officers, non-executive level employees, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. Notwithstanding anything to the contrary contained in the Plan, awards covered or to be covered under a registration statement on Form S- 8 may be made under the Plan only if (a) they are made to natural persons, (b) who provide bona fide services to the Company or its Subsidiaries, and (c) the services are not relating to the offer and sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

5.	Stock Options.

5.1. Grant and Exercise . Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive Stock Options or Non-Qualified Stock Options, or both types of Stock Options which may be granted alone or in addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Nonqualified Stock Option.

5.2. Terms and Conditions . Stock Options granted under the Plan shall be subject to the following terms and conditions:

(a) Option Term . The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (“10% Shareholder”).

(b) Exercise Price . The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and may not be less than 100% of the Fair Market Value on the day of grant; provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder shall not be less than 110% of the Fair Market Value on the date of grant.

(c) Exercisability . Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and as set forth in Section 10, below. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, i.e., that it vests over time, the Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee shall determine.

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(d) Method of Exercise . Subject to whatever installment, exercise and waiting period provisions are applicable in each case, Stock Options may be exercised in whole or in part at any time during the term of the Option, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date prior to the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. Subject to the terms of the Agreement, the Committee may, in its sole discretion, at the request of the Holder, deliver upon the exercise of a Nonqualified Stock Option a combination of shares of Deferred Stock and Common Stock; provided that, notwithstanding the provisions of Section 8 of the Plan, such Deferred Stock shall be fully vested and not subject to forfeiture. A Holder shall have none of the rights of a shareholder with respect to the shares subject to the Option until such shares shall be transferred to the Holder upon the exercise of the Option. Subject to the provisions of applicable law, including restrictions on the extension of credit to officers and directors of the Company, the Committee shall be empowered to determine the types of consideration to be paid upon exercise of awards under the Plan (including without limitation by a Holder’s conversion of deferred salary or other indebtedness of the Company to the Holder), such as services, property or other securities of the Company.

(e) Transferability . Except as may be set forth in the Agreement, no Stock Option shall be transferable by the Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).

(f) Termination by Reason of Death . If a Holder’s employment by the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability . If a Holder’s employment by the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify at the time of grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

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(h) Other Termination . Subject to the provisions of Section 13.3, below, and unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, if a Holder’s employment by the Company or any Subsidiary terminates for any reason other than death or Disability, the Stock Option shall thereupon automatically terminate, except that if the Holder’s employment is terminated by the Company or a Subsidiary without cause or due to Normal Retirement, then the portion of such Stock Option that has vested on the date of termination of employment may be exercised for the lesser of three months after termination of employment or the balance of such Stock Option’s term.

(i) Additional Incentive Stock Option Limitation . In the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiary) shall not exceed $100,000.

(j) Buyout and Settlement Provisions . The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously granted, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time that such offer is made.

5.3. Stock Reload Option . If a Holder tenders shares of Common Stock to pay the exercise price of a Stock Option (“Underlying Option”), and/or arranges to have a portion of the shares otherwise issuable upon exercise withheld to pay the applicable withholding taxes, the Holder may receive, at the discretion of the Committee, a new Stock Reload Option to purchase that number of shares of Common Stock equal to the number of shares tendered to pay the exercise price and the withholding taxes ( but only if such shares were held by the Holder for at least six months). Stock Reload Options may be any type of option permitted under the Code and will be granted subject to such terms, conditions, restrictions and limitations as may be determined by the Committee, from time to time. Such Stock Reload Option shall have an exercise price equal to the Fair Market Value as of the date of exercise of the Underlying Option. Unless the Committee determines otherwise, a Stock Reload Option may be exercised commencing one year after it is granted and shall expire on the date of expiration of the Underlying Option to which the Reload Option is related.

6.	Stock Appreciation Rights.

6.1. Grant and Exercise . The Committee may grant Stock Appreciation Rights to participants who have been, or are being granted, Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the need to pay the exercise price in cash. In the case of a Nonqualified Stock Option, a Stock Appreciation Right may be granted either at or after the time of the grant of such Nonqualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock Option.

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6.2. Terms and Conditions . Stock Appreciation Rights shall be subject to the following terms and conditions:

(a) Exercisability . Stock Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject to the limitations, if any, imposed by the Code, with respect to related Incentive Stock Options.

(b) Termination . A Stock Appreciation Right shall terminate and shall no longer be exercisable upon the termination or exercise of the related Stock Option.

(c) Method of Exercise . Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement and by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.

(d) Shares Affected Upon Plan . The granting of a Stock Appreciation Right shall not affect the number of shares of Common Stock available under for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.

7.	Restricted Stock.

7.1. Grant . Shares of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the awards.

7.2. Terms and Conditions . Each Restricted Stock award shall be subject to the following terms and conditions:

(a) Certificates . Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the Agreement.

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(b) Rights of Holder . Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) other than regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

(c) Vesting; Forfeiture . Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, subject to Section 10, below, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested, subject to Section 10, below. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.

8.	Deferred Stock.

8.1. Grant . Shares of Deferred Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons to whom and the time or times at which grants of Deferred Stock will be awarded, the number of shares of Deferred Stock to be awarded to any person, the duration of the period (“Deferral Period”) during which, and the conditions under which, receipt of the shares will be deferred, and all the other terms and conditions of the awards.

8.2. Terms and Conditions . Each Deferred Stock award shall be subject to the following terms and conditions:

(a) Certificates . At the expiration of the Deferral Period (or the Additional Deferral Period referred to in Section 8.2 (d) below, where applicable), share certificates shall be issued and delivered to the Holder, or his legal representative, representing the number equal to the shares covered by the Deferred Stock award.

(b) Rights of Holder . A person entitled to receive Deferred Stock shall not have any rights of a shareholder by virtue of such award until the expiration of the applicable Deferral Period and the issuance and delivery of the certificates representing such Common Stock. The shares of Common Stock issuable upon expiration of the Deferral Period shall not be deemed outstanding by the Company until the expiration of such Deferral Period and the issuance and delivery of such Common Stock to the Holder.

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(c) Vesting; Forfeiture . Upon the expiration of the Deferral Period with respect to each award of Deferred Stock and the satisfaction of any other applicable restrictions, terms and conditions all or part of such Deferred Stock shall become vested in accordance with the terms of the Agreement, subject to Section 10, below. Any such Deferred Stock that does not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Deferred Stock.

(d) Additional Deferral Period . A Holder may request to, and the Committee may at any time, defer the receipt of an award (or an installment of an award) for an additional specified period or until a specified event (“Additional Deferral Period”). Subject to any exceptions adopted by the Committee, such request must generally be made at least one year prior to expiration of the Deferral Period for such Deferred Stock award (or such installment).

9.	Other Stock—Based Awards.

9.1. Other Stock—Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Other Stock—Based Awards may be awarded either alone or in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.

10.	Accelerated Vesting and Exercisability.

10.1. Non-Approved Transactions . If any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective agreements respecting such Stock Options and awards.

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10.2. Approved Transactions . The Committee may, in the event of an acquisition of substantially all of the Company’s assets or at least 50% of the combined voting power of the Company’s then outstanding securities in one or more transactions (including by way of merger or reorganization) which has been approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Plan, and (ii) require a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such award.

11.	Amendment and Termination.

11.1. The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s consent.

12.	Term of Plan.

12.1. Effective Date . The Plan shall become effective when the Plan is approved and adopted by the Company’s Board of Directors (the “Effective Date”), subject to the following provisions:

(a) to the extent that the Plan authorizes the Award of Incentive Stock Options, shareholder approval for the Plan shall be obtained within 12 months of the Effective Date; and

(b) the failure to obtain shareholder for the Plan as contemplated by subparagraph (a) of this Section 13.1 shall not invalidate the Plan; provided, however, that (i) in the absence of such stock holder approval, Incentive Stock Options may not be awarded under the Plan and (ii) any Incentive Stock Options theretofore awarded under the Plan shall be converted into Non-Qualified Options upon terms and conditions determined by the Board to reflect, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the Incentive Stock Options being so converted.

12.2. Termination Date . Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during the ten-year period following the Effective Date.

13.	General Provisions.

13.1. Written Agreements . Each award granted under the Plan shall be confirmed by, and shall be subject to the terms, of the Agreement executed by the Company and the Holder. The Committee may terminate any award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.

13.2. Unfunded Status of Plan . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.

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13.3. Employees .

(a) Engaging in Competition With the Company; Disclosure of Confidential Information . If a Holder’s employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within three months after the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or (ii) discloses to anyone outside the Company or uses any confidential information or material of the Company in violation of the Company’s policies or any agreement between the Holder and the Company, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

(b) Termination for Cause . The Committee may, if a Holder’s employment with the Company or a Subsidiary is terminated for cause, annul any award granted under this Plan to such employee and, in such event, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

(c) No Right of Employment . Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.

13.4. Investment Representations; Company Policy . The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.

13.5. Additional Incentive Arrangements . Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.

13.6. Withholding Taxes . Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect to any option or other award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder from the Company or any Subsidiary.

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13.7. Governing Law . The Plan and all awards made, and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

13.8. Other Benefit Plans . Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to awards under this Plan).

13.9. Non-Transferability . Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.

13.10. Applicable Laws . The obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act of 1933, as amended, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.

13.11. Conflicts . If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length therein.

13.12. Non-Registered Stock . The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act of 1933, as amended, or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock on a national securities exchange or any other trading or quotation system.

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Exhibit 99.3

PDS Biotechnology Corporation

Nonqualified Stock Option Notice

This Notice evidences the award of Nonqualified Stock Options (each, an “ Option ” or collectively, the “ Options ”) that have been granted to you, [_________], subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Agreement (the “ Agreement ”). The Options entitle you to purchase shares of common stock, par value $0.00033 (“ Common Stock ”), of PDS Biotechnology Corporation, a Delaware corporation (the “ Company ”) under the PDS Biotechnology Corporation 2009 Stock Option Plan (the “ Plan ”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options may be rendered null and void in the Company’s discretion.

Grant Date : [_________] (the “ Grant Date ”)

Number of Options : [_________] Options, each permitting the purchase of one Share (the “ Option ”)

Exercise Price : [_________] per share

Expiration Date : The Options expire at 5:00 p.m. Eastern Time on the last business day coincident with or prior to the tenth anniversary of the Grant Date (the “ Expiration Date ”), unless fully exercised or terminated earlier.

Exercisability Schedule : The Options shall vest and become fully exercisable on the Grant Date.

	PDS BIOTECHNOLOGY CORPORATION

	By:

	Date:

I acknowledge that I have carefully read the attached Agreement and the Plan and agree to be bound by all of the provisions set forth in these documents.

Enclosures:	Nonqualified Stock Option Agreement 2009 Stock Option Plan Exercise Form	OPTIONEE
		Date:

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PDS BIOTECHNOLOGY CORPORATION

2009 STOCK OPTION PLAN

NONQUALIFIED STOCK OPTION GRANT

1. Terminology. Capitalized terms used in this Agreement and not otherwise defined are defined in the correlating Stock Option Notice and the Plan, as applicable.

2. Exercisability of Option.

(a) The Option shall vest and become exercisable on the following dates (each, a “ Vesting Date ”), if the Grantee continues to be employed by, or provide service to, the Company from the Grant Date until the applicable Vesting Date:

Vesting Date

Shares for Which the Option is

Exercisable as of Vesting Date

(b) The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.

3. Term of Option.

(a) The Option shall have a term of ten (10) years from the Grant Date and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. The Option may not be exercised during the first twelve months of the term of said Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Permanent and Total Disability, or if the Grantee dies while employed by, or providing service to, the Company.

(ii) The date on which the Grantee ceases to be employed by, or provide service to, the Company for Cause, or on account of voluntary action by the Grantee without the consent of the Company.

(iii) The expiration of the ninety-day period after the Grantee ceases to be employed by, or provide service to, the Company on account of resignation by the Grantee (other than in circumstances in which such Grantee would otherwise be terminated for Cause by the Company).

(iv) The date on which the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s violation of any terms of any written employment, confidentiality or noncompetition agreement with the Company.

(v) The expiration of the ninety-day period after the Grantee ceases to be employed by, or provide service to, the Company in all other cases.

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In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of ten years from the date of grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Company shall immediately terminate.

4. Exercise Procedures.

(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise, Attention Corporate Secretary, in the manner provided in this Agreement and the Plan, specifying the number of Shares as to which the Option is to be exercised, the grant date of the option being exercised and the full payment of the Option Price for the Shares being purchased and any withholding taxes. An Option may also be exercised by delivering written notice of exercise to the Company, Attention Corporate Secretary, accompanied by irrevocable instructions to deliver shares to a broker-dealer and a copy of irrevocable instructions to the broker-dealer to deliver the Option Price and any withholding taxes to the Company. Payment of the exercise price shall be made in accordance with procedures established by the Board of Directors of the Company (the “ Board ”) from time to time based on the type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Board or Committee, by delivering Shares of the Company, owned for at least six months, which shall be valued at their Fair Market Value on the date of delivery, having a Fair Market Value on the date of exercise equal to the exercise price, (iii) any combination of (i) and (ii), or (iv) by such other method as the Board may approve. The Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.

(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Board deems appropriate.

(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

5. Change of Control. The provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.

6. Right of First Refusal; Repurchase Right. As a condition of receiving this Option, the Grantee hereby agrees that all Shares issued under the Plan shall be subject to a right of first refusal and repurchase right as described in the Plan.

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7. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

8. No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

9. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

10. Assignment and Transfers. Except as the Board may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. Notwithstanding the foregoing, the terms of certain Nonqualified Stock Option Grants may be modified by the Committee, at the request of the Grantee of the Option, to allow the Option to be transferred to trusts established by the Grantee or as to which the Grantee is a Grantor or to family members of the Grantee or otherwise for personal and tax planning purposes. If the Committee allows such transfer, such Option shall not be exercisable for six months following the action of the Committee. This Agreement may be assigned by the Company without the Grantee’s consent.

11. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflicts of laws provisions thereof.

12. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Corporate Secretary or the President at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by electronic transmission or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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EXERCISE FORM

Administrator of 2009 Stock Option Plan

c/o Office of the Corporate Secretary

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

All:

I hereby exercise the option to purchase shares of Common Stock of the Company (the “ Options ”) granted to me on ____________________, ____, by PDS Biotechnology Corporation (the “ Compan y”), subject to all the terms and provisions of the applicable grant agreement and of the PDS Biotechnology Corporation 2009 Stock Option Plan (the “ Plan” ), and notify you of my desire to purchase ____________ shares of Common Stock of the Company at a price of $___________ per share pursuant to the exercise of said Options.

Total Amount Enclosed: $__________

Date:
			(Optionee)

			Received by PDS Biotechnology Corporation. on
			_____________________________, _______

By:

Exhibit 99.4

PDS Biotechnology Corporation

Nonqualified Stock Option Notice

This Notice evidences the award of Nonqualified Stock Options (each, an “ Option ” or collectively, the “ Options ”) that have been granted to you, [_________], subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Agreement (the “ Agreement ”). The Options entitle you to purchase shares of common stock, par value $0.00033 (“ Common Stock ”), of PDS Biotechnology Corporation, a Delaware corporation (the “ Company ”) under the PDS Biotechnology Corporation 2018 Stock Incentive Plan (the “ Plan ”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options may be rendered null and void in the Company’s discretion.

Grant Date : [_________] (the “ Grant Date ”)

Number of Options : [_________]Options, each permitting the purchase of one Share

Exercise Price : [_________] per share

Exercisability Schedule : The Options shall vest and become fully exercisable on the Grant Date.

	PDS BIOTECHNOLOGY CORPORATION

	By:

	Date:

I acknowledge that I have carefully read the attached Agreement and the Plan and agree to be bound by all of the provisions set forth in these documents.

Enclosures:	Nonqualified Stock Option Agreement 2018 Stock Incentive Plan Exercise Form	OPTIONEE
		Date:

Nonqualified Stock Option Agreement

under the

PDS Biotechnology Corporation 2018 Stock Incentive Plan

1. Terminology . Capitalized terms used in this Agreement are defined in the correlating Stock Option Notice and/or the Glossary at the end of this Agreement.

2. Exercise of Options .

(a) Exercisability . The Options will become exercisable in accordance with the Exercisability Schedule set forth in the Stock Option Notice.

(b) Right to Exercise . You may exercise the Options, to the extent exercisable, at any time on or before 5:00 p.m. Eastern Time on the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law. Notwithstanding the foregoing, if at any time the Administrator determines that the delivery of Shares under the Plan or this Agreem ent is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right to exercise the Options or receive Shares pursuant to the Options shall be suspended until the Administrator determines that such delivery is lawful. If at any time the Administrator determines that the delivery of Shares under the Plan or this Agreement is or may violate the rules of the national securities exchange on which the shares are then listed for trade, the right to exercise the Options or receive Shares pursuant to the Options shall be suspended until the Administrator determines that such exercise or delivery would not violate such rules. Section 3 below describes certain limitations on exercise of the Options that apply in the event of your death or termination of Service. The Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then exe rcisable). No fractional Shares will be issued under the Options.

(c) Exercise Procedure . In order to exercise the Options, you must provide the following items to the Secretary of the Company or his or her delegate before the expiration or termination of the Options:

(i)

notice, in such manner and form as the Administrator may require from time to time, specifying the number of Shares to be purchased under the Options;

(ii)

full payment of the Exercise Price for the Shares or properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise, each in accorda nce with Section 2(d) of this Agreement; and

(iii)

an executed copy of any other agreements requested by the Administrator pursua nt to Section 2(e) of this Agreement.

An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items, and such exercise otherwise is permitted under and complies with all applicable federal, state and foreign securities laws.

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(d) Method of Payment . You may pay the Exercise Price by:

(i)

delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion;

(ii)

a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm designated or approved by the Administrator;

(iii)

subject to such limits as the Administrator may impose from time to time, tender (via actual delivery or attestation) to the Company of other shares of Common Stock of the Company (including Restricted Stock and other contingent awards) which have a Fair Market Value on the date of tender equal to the Exercise Price;

(iv)

any other method approved by the Administrator; or

(v)

any combination of the foregoing.

(e) Issuance of Shares upon Exercise . The Company shall issue to you the Shares underlying the Options you exercise as soon as practicable after the exercise date, subject to the Company’s receipt of the aggregate exercise price and the requisite withholding taxes, if any. Upon issuance of such Shares, the Company may deliver, subject to the provisions o f Section 7 below, s uch Shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason, or may retain such Shares in uncertificated book-entry form. Any share certificates delivered will, unless the Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such Shares.

3. Termination of Service .

(a) Exercise Period Following Termination of Service . If your Service with the Company ceases for any reason other than discharge from Service for Cause, the Options that are then exercisable will remain outstanding and exercisable as of the date of such cessation through the Expiration Date.

(c) Misconduct . The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.

4. Market Stand-Off Agreement . You agree that following the effective date of a registration statement of the Company filed under the Securities Act of 1933, you, for the duration specified by and to the extent requested by the Company and an underwriter of Common Stock or other securities of the Company, shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days prior to and the 180 days after the effectiveness of any underwritten offering of the Company’s equity securities (or such longer or shorter period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the “ Market Stand-Off Period ”), except as part of such underwritten registration if otherwise permitte d. In addition, you agree to execute any further letters, agreements and/or other documents requested by the Company or its underwriters that are consistent with the terms of this Section 4 . The Compa ny may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Stand-Off Period.

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5. Nontransferability of Options . These Options are nontransferable otherwise than by will or the laws of descent and distribution and, during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

6. Nonqualified Nature of the Options . The Options are not intended to qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the Exercise Price and must comply with the provision s of Section 7 o f this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

7. Withholding of Taxes . At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares.

The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value not in excess of the amount necessary to satisfy the withholding amount due as determined by the Administrator.

8. Adjustments for Corporate Transactions and Other Events . The terms of the Plan shall govern the treatment of the Options in connection with any corporate transactions or other events.

9. Non-Guarantee of Employment or Service Relationship . Nothing in the Plan or this Agreement will alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between you and the Company, or as a contractual right for you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on your interests under the Plan.

10. No Rights as a Stockholder . You shall not have any of the rights of a stockholder with respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

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11. The Company’s Rights . The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company's assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12. Entire Agreement . This Agreement, together with the correlating Stock Option Notice and the Plan, contain the entire agreement between you and the Company with respect to the Options. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all purposes.

13. Amendment . This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.

14. Conformity with Plan . This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to you with this Agreement.

15. Section 409A . This Agreement and the Options granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Options shall be administered, interpreted and construed in a manner consistent with this intent. Nothing in the Plan or this Agreement shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Administrator and without requiring your consent, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee or warranty by the Company of any particular tax effect to you.

16. Electronic Delivery of Documents . By your signing the Notice, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Options, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

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17. No Future Entitlement . By execution of the Notice, you acknowledge and agree that: (i) the grant of these Options is a one-time benefit which does not create any contractual or other right to receive future grants of stock options, or compensation in lieu of stock options, even if stock options have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including, but not limited to, the times when stock options shall be granted or shall become exercisable, the maximum number of shares subject to each stock option, and the purchase price, will be at the sole discretion of the Administrator; (iii) the value of these Options is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (iv) the value of these Options is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; (v) the vesting of these Options ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; (vi) if the underlying Common Stock does not increase in value, these Options will have no value, nor does the Company guarantee any future value; and (vii) no claim or entitlement to compensation or damages arises if these Options do not increase in value and you irrevocably release the Company from any such claim that does arise.

18. Personal Data . For the purpose of implementing, administering and managing these Options, you, by execution of the Notice, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third party vendors or any potential party to any transaction or capital raising transaction involving the Company. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of these Options and the Plan and you expressly authorize such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage these Options. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, that refusing or withdrawing your consent may affect your ability to accept a stock option.

19. Governing Law . The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring any action arising under, as a result of, pursuant to or relating to, this Agreement in any court other than a federal or state court in the districts which include Delaware, and you hereby agree and submit to the personal jurisdiction of any federal court located in the district which includes Delaware or any state court in the district which includes Delaware. You further agree that you will not deny or attempt to defeat such personal jurisdiction or object to venue by motion or other request for leave from any such court.

20. Resolution of Disputes . Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before the Administrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as a result of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.

21. Headings . The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

{ Glossary begins on next page }

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GLOSSARY

(a) “ Administrator ” means the Committee as defined in Section 1.2(d) of the Plan.

(b) “ Affiliate ” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, PDS Biotechnology Corporation. For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c) “ Cause ” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company as in effect at the time at issue and, in the absence of such agreement or definition, means your (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with your duties or willful failure to perform your responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs; (vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by you for the benefit of the Company, all as determined by the Administrator, which determination will be conclusive.

(d) “ Code ” means the Internal Revenue Code of 1986, as amended.

(e) “ Company ” includes PDS Biotechnology Corporation and its Affiliates, except where the context otherwise requires.

(f) “ Fair Market Value ” has the meaning ascribed to such term in Section 1.2(j) of the Plan.

(g) “ Plan ” means the PDS Biotechnology Corporation 2018 Stock Incentive Plan.

(h) “ Service ” means your employment or other service relationship with the Company.

(i) “ Shares ” mean the shares of Common Stock underlying the Options.

(j) “ Stock Option Notice ” means the written notice evidencing the award of the Options that correlates with and makes up a part of this Agreement.

(k) “ You ”; “ Your ”. “You” or “your” means the recipient of the award of Options as reflected on the Stock Option Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to your estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the word “you” shall be deemed to include such person.

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EXERCISE FORM

Administrator of 2018 Stock Incentive Plan

c/o Office of the Corporate Secretary

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

All:

I hereby exercise the option to purchase shares of Common Stock of the Company (the “ Options ”) granted to me on ____________________, ____, by PDS Biotechnology Corporation (the “ Compan y”), subject to all the terms and provisions of the applicable grant agreement and of the PDS Biotechnology Corporation 2018 Stock Incentive Plan (the “ Plan” ), and notify you of my desire to purchase ____________ shares of Common Stock of the Company at a price of $___________ per share pursuant to the exercise of said Options.

Total Amount Enclosed: $__________

Date:
			(Optionee)

			Received by PDS Biotechnology Corporation. on
			_____________________________, ______

By: