Traws Pharma, Inc.

​

Appendix A

FIRST AMENDMENT TO THE 2021 INCENTIVE

COMPENSATION PLAN

(As amended and restated, effective on the Restatement Effective Date)

FIRST AMENDMENT TO THE

TRAWS PHARMA, INC. 2021 INCENTIVE COMPENSATION PLAN

Effective as of November 21, 2025, Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc.) (the “Company”) established the Traws Pharma, Inc. 2021 Incentive Compensation Plan (the “Plan”). By adoption of this instrument, the Company now desires to amend the Plan to increase the number of shares of stock reserved and available for grant pursuant to the Plan by an additional 2,000,000 shares and to make certain other changes to the Plan as set forth in this First Amendment.

1. This First Amendment shall be effective as of the date it is approved by the stockholders at the Company’s 2026 Annual Meeting of Stockholders and shall be void in the absence of such approval.

2. Section 2(c) of the Plan (Committee Authority) is hereby amended and restated in its entirety to read as follows:

(c) Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Awards shall be made under the Plan, (ii) determine the type, size, terms and conditions of the Awards to be made to each such individual, (iii) determine the time when the Awards will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued Award, subject to the provisions of Section 17 below, (v) decide all other matters that must be determined in connection with an Award, (vi) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan, (vii) interpret the terms of, and determine any matter arising pursuant to, the Plan or any Award Agreement and correct any defects and reconcile any inconsistencies in the Plan or any Award Agreement, and (viii) deal with any other matters arising under the Plan.

3. Section 3 of the Plan (Awards) is hereby amended by adding the following new Section to the end thereof to read as follows:

(c) Change in Status. In the event that a Participant’s regular level of time commitment in the performance of his or her services for the Company or any subsidiary or affiliate is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or to a contractor) after the date of grant of any Award to the Participant, the Committee may determine, to the extent permitted by applicable law, to: (i) make a corresponding reduction in the number of shares of Common Stock or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment; and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

4. Section 4(a) of the Plan (Shares Authorized) is hereby amended and restated in its entirety to read as follows:

(a) Shares Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e), the maximum aggregate number of shares of Common Stock that may be issued or transferred under the Plan with respect to Awards made under the Plan on and after the Restatement Effective Date shall be 3,500,000 shares of Common Stock. In addition, any shares of Common Stock that remained available for Awards under the Plan as of the Restatement Effective Date and any shares of Common Stock subject to outstanding Awards granted under the Plan and awards granted under the Prior Plans as of the Restatement Effective Date that are payable in shares and that terminate, expire, or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares, on or after the Restatement Effective Date, subject to adjustment as provided in Section 3(e) below, may be issued with respect to Awards under this Plan. The aggregate number of shares of Common Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options granted on and after the Restatement Effective Date shall not exceed 3,500,000 shares of Common Stock.

5. Section 4(d) of the Plan (Individual Non-Employee Director Limit) is hereby amended and restated in its entirety to read as follows:

(i) Individual Non-Employee Director Limit. Subject to adjustment as described below in Section 4(e), the maximum aggregate grant date value of shares of Common Stock subject to Awards granted to any Non-Employee Director during any calendar year for services rendered as a Non-Employee Director, taken together with any cash fees earned by such Non-Employee Director for services rendered as a Non-Employee Director during the calendar year, shall not exceed $300,000 in total value. For purposes of the limits set forth in this Section 4(d), the value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes. For the avoidance of doubt, any compensation that is deferred shall be counted toward the Non-Employee Director limit during the year in which it is first earned and not when paid.

6. Section 6 of the Plan (Options) is hereby amended by adding the following new Section to the end thereof to read as follows:

(d) Designation. If, for any reason, an Option (or any portion thereof) does not qualify as an Incentive Stock Option under the Code, then, to the extent of such nonqualification, the Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan as long as such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options.

7. This First Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect. Notwithstanding the foregoing, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 14th day of May, 2026.

By:

/s/ Charles Parker

​

​

Charles Parker, Chief Financial Officer

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYT00667-P54278! ! !ForAllWithholdAllFor AllExceptFor Against Abstain! ! !! ! !! ! !! ! !To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.TRAWS PHARMA, INC.NOTE: Such other business as may properly come before the meeting or any adjournment thereof.1. Election of Directors2. To consider and vote upon an amendment of our 2021 Incentive Compensation Plan, as amended and restated, to increase the number of shares ofcommon stock available for issuance by 2,000,000 and make certain other administrative changes.3. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.5. To approve the adjournment of the Annual Meeting to another place, or later date or dates, if necessary or appropriate, to solicit additional proxies inthe event that we have not received sufficient votes in favor of any of the foregoing proposals.4. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock upon exercise of those Series B Warrants andSeries C Warrants to purchase shares of our common stock issued to certain investors pursuant to that certain Securities Purchase Agreement enteredinto by and between us and such investors on April 15, 2026.The Board of Directors recommends you vote FOR theelection of all director nominees.The Board of Directors recommends you vote FOR each of Proposals 2, 3, 4 and 5.Nominees:01) Iain Dukes, D. Phil.02) Werner Cautreels, Ph.D.03) Trafford Clarke, Ph.D.04) John Leaman, M.D.05) Nikolay Savchuk, Ph.D.06) M. Teresa Shoemaker07) Jack E. StoverPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.SCAN TOVIEW MATERIALS & VOTE wTRAWS PHARMA, INC.12 PENNS TRAILNEWTOWN, PA 18940VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information.Vote by 11:59 P.M. Eastern Time on July 7, 2026. Have your proxy card in hand when youaccess the web site and follow the instructions to obtain your records and to create anelectronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/​TRAW2026You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. Eastern Time on July 7, 2026. Have your proxy card in hand when you call andthen follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.

T00668-P54278Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report on Form 10-K and Amendment No. 1 to Annual Reportare available at www.proxyvote.com.TRAWS PHARMA, INC.Annual Meeting of StockholdersWednesday, July 8, 2026 9:00 AM, EDTThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Iain Dukes and Charles Parker, or either of them, as proxies, each with the power toappoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of thisballot, all of the shares of common stock of TRAWS PHARMA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, EDT on Wednesday, July 8, 2026, via a live webcast atwww.virtualshareholdermeeting.com/TRAW2026, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is given, but this proxy is signed, this proxy will be voted FOR the election of each of the director nominees and FOR Proposals 2, 3, 4 and 5, in the discretion of the proxy with respect to such other business as may properly come before the meeting.Continued and to be signed on reverse side