Soliton, Inc. Employee Severance Plan, effective as of May 8, 2021

“Administrator” means the person or persons appointed by the Compensation Committee of the Board to administer the Plan.

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

“Cause” means that a Participant: (i) pleads “guilty” or “no contest” to, or is convicted of a felony under federal or state law; (ii) engages in conduct, in the performance of the Participant’s duties for the Company, that constitutes gross negligence or willful misconduct; (iii) engages in substantiated fraud, misappropriation or embezzlement against the Company; or (iv) engages in any willful misconduct that causes material harm to the reputation of the Company. To the extent any act or claim allegedly giving rise to Cause may be cured, the Company shall provide the Participant with written notice within 30 days of the first instance of the act or claim allegedly giving rise to Cause and the Participant shall have 30 days to cure such act or claim. For purposes of this provision, no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

“Change in Control” has the meaning set forth in the Soliton, Inc. 2018 Stock Plan.

“Company” means Soliton, Inc.

“Confidentiality Agreement” means the any proprietary information agreement between the Company and the Participant.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Good Reason” means (i) the Company requires the Participant, without the Participant’s consent, to be based at any office located more than 50 miles from the Participant’s home; (ii) there is a 20% or greater reduction of the Participant’s then current base salary, other than a general reduction in base salary that affects all similarly situated employees of the Company in substantially the same proportions; or (iii) a material breach by the Company of any agreement entered into between the Company and the Participant or (iv) a material, adverse change in the Participant’s authority, duties or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law). Good Reason shall not exist hereunder unless the Participant provides notice in writing to the Company of the existence of a condition described above within a period not to exceed 90 days of the Participant learning of the facts that give rise to the claim of the Participant’s intent to terminate for Good Reason, and with respect to subsection (iii) of this definition, to the extent such material breach may be cured, the Company does not remedy the condition within 30 days of receipt of such notice.

“Participant” has the meaning set forth in Section 4 of the Plan

“Plan” means this Soliton, Inc. Employee Severance Plan, as may be in effect from time to time.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.

“Severance Benefits” means the benefits provided by the Company to eligible Participants pursuant to Section 5 of the Plan.

Termination of Employment. If the Participant’s employment with the Company terminates for any reason, the Company will pay or provide to the Participant: (i) any unpaid base salary through the date of the employment termination, (ii) any unpaid annual bonus for the compensation year prior to the compensation year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) reimbursement for any unreimbursed business expenses incurred through the employment termination date, to the extent reimbursable in accordance with Company policy, and (iv) all other payments or benefits (if any) to which the Participant is entitled under the terms of any benefit plan or arrangement.

Severance Benefits. If the Participant’s employment with the Company is terminated by the Company without Cause or by the Participant for Good Reason, then subject to Section 5(d) below, the Participant shall be entitled to receive the following Severance Benefits:

a severance payment equal to six months of continued payment of then current base salary, which shall be paid in accordance with the Company’s payroll practice in effect for Participants; and

a pro-rated portion of the target bonus opportunity in effect for the Participant for the compensation year in which the employment termination occurs (determined by multiplying such target bonus amount by a fraction, the numerator of which is the number of full months of employment in the compensation year in which the employment termination occurs and the denominator of which is 12), with such payment to be made in a single lump sum payment 60 days following such employment termination; and

if the Participant is eligible for and elects to continue to participate in the Company’s medical and dental benefit programs pursuant to COBRA and applicable state continuation laws and regulations, the Company will pay to the Participant an amount equal to the Company’s portion of the Participant’s medical and dental insurance premiums under COBRA as paid during active employment (for the Participant and eligible spouse and dependents) until the earlier of six months from the Participant’s employment termination date or the date the Participant is eligible for medical and/or dental insurance benefits from another employer. Such payment shall be paid at the same time the severance payment described in Section 5(i) above is paid to the Participant.

Offset.

Subject to Section 409A, the Company may offset any amounts the Participant owes the Company against any amounts the Company owes the Participant, including the Severance Benefits; provided, that such offset shall occur only upon the termination of the Participant’s employment with the Company.

To the extent that a federal, state or local law may require the Company to make a payment to a Participant, including but not limited to a payment under the Worker Adjustment and Retraining Notification Act, because of that Participant’s termination of employment (other than any salary, bonus or vacation pay earned prior to the date of such termination of employment), any Severance Benefits payable under the Plan shall be reduced by the amount of the statutorily required benefit.

Release of Claims. The Company will be obligated to provide the Severance Benefits only if the Participant (i) has not breached, and only for so long as the Participant does not breach, the Participant’s obligations under any Confidentiality Agreement, and (ii) executes and delivers to the Company a release of claims in favor of the Company in a form reasonably satisfactory to the Company. Such release (which shall be provided to the Participant within five days following the Participant’s employment termination date) must be executed and delivered within 30 days following the termination date, or such longer period as set forth in the release document. If such release provides the Participant with a revocation period, Severance Benefits shall not commence until the revocation period applicable to such executed release of claims has expired without revocation of such release, and the first payment of such Severance Benefits shall include any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the foregoing, no such release may include a non-competition or non-solicitation period of greater than six (6) months following a Participant’s termination date and any such non-competition and non-solicitation provisions must be limited to the tattoo removal and cellulite treatment markets.

No Participant may assign or transfer any part of the Participant’s rights or duties hereunder, or any benefits due to the Participant hereunder, to any other person.

The Plan shall, in all respects, be governed by, and construed and enforced in accordance with, the laws of the State of Texas without reference to the principles of conflicts of law, except to the extent preempted by ERISA. Any action, suit or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be submitted to the exclusive jurisdiction of any federal court in Houston, Texas. The parties agree to waive any right to a jury trial.

All amounts payable hereunder to a Participant shall be subject to all applicable federal, state or local taxes that the Company may reasonably determine are required to be withheld.

Nothing contained herein shall confer upon any Participant the right to be retained in the service of the Company nor limit the right of the Company to discharge or otherwise deal with any Participant.

The Plan shall be unfunded. Benefits under the Plan shall be paid from the general assets of the Company and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefits hereunder. No Participant or any other person shall have any interest in any particular assets of the Company by reason of the right to receive benefits under the Plan and any such Participant or other person shall have only the rights of an unsecured creditor of the Company with respect to any rights under the Plan.

It is intended that this Plan and related severance agreements will comply with Section 409A and any regulations and guidelines issued thereunder to the extent the Plan is subject to Section 409A. The Plan shall be interpreted on a basis consistent with such intent. If at the time of the Participant’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with Section 409A, any amounts payable to the Participant pursuant to the Plan that are subject to Section 409A shall not be paid or commence to be paid until six months following the Participant’s termination of employment, or if earlier, the Participant’s subsequent death.

The Plan will be binding upon any successor to the Company, its assets, its businesses or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require any successor to the Company to expressly and unconditionally assume the Plan in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. All payments and benefits that become due to a Participant under the Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives.

Examine, without charge, at the Administrator’s office and at other locations, all Plan documents, including copies of all documents filed with the U.S. Department of Labor (such as annual reports).

Obtain copies of the Plan document and other Plan information, if any, upon written request to the Company. The Company may make a reasonable charge for the copies.