Form 8-K

8-K — PALISADE BIO, INC.

Accession: 0001493152-26-028322

Filed: 2026-06-11

Period: 2026-06-10

CIK: 0001357459

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

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8-K

8-K (Primary)

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0001357459

2026-06-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 10, 2026

PALISADE

BIO, INC.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-33672

52-2007292

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

4600

South Syracuse Street

Suite

900

Denver,

Colorado

80237

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (858) 704-4900

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

PALI

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Appointment

of Jordan Zwick to Board of Directors

June 10, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Palisade Bio, Inc. (the “Company”)

expanded the size of the Board from five to six directors and appointed Jordan Zwick to the Board. Mr. Zwick will serve until the Company’s

2027 annual meeting of stockholders or until such time as his successor is duly elected and qualified or until his earlier death, resignation

or removal. Further, the Board appointed Mr. Zwick to serve as a member of the Audit Committee of the Board. The Board has determined

that Mr. Zwick is independent under the listing standards of the Nasdaq Stock Market and the rules and regulations of the Securities

and Exchange Commission (the “SEC”). The Board also determined that Mr. Zwick satisfied all independence requirements to

serve on the Audit Committee.

There

are no arrangements or understandings between Mr. Zwick and any other person pursuant to which Mr. Zwick was elected as a director, and

there are no transactions between Mr. Zwick and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition,

the Company has entered into an indemnification agreement with Mr. Zwick in connection with his appointment to the Board, which is in

substantially the same form as that entered into with the other directors of the Company.

a non-employee director, Mr. Zwick will receive cash and equity compensation paid by the Company pursuant to its non-employee director

compensation policy, as amended, as described in the Company’s definitive proxy statement filed with the SEC on April 29, 2026

(the “Proxy Statement”), the description of which is incorporated herein by reference, which includes an initial grant of

restricted stock units with a grant value of $566,000. The restricted stock units will vest in three equal annual installments over a

three-year period.

Amended

and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan and Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan

the Annual Meeting (as defined below in Item 5.07), the Company’s stockholders approved both (i) the Amended and Restated Palisade

Bio, Inc. 2021 Equity Incentive Plan (“A&R Incentive Plan”) and (ii) the Amended and Restated Palisade Bio, Inc. 2021

Employee Stock Purchase Plan (“A&R ESPP”).

description of each of the A&R Incentive Plan and the A&R ESPP was set forth in Proposal 4 and Proposal 5, respectively, of the

Proxy Statement for the Annual Meeting and is qualified in its entirety by reference to the full text of the A&R Incentive Plan and

the A&R ESPP, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Item

5.03

Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year

reported below under Item 5.07, at the Annual Meeting on June 10, 2026, the Company’s stockholders approved an amendment to the

Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from

300,000,000 shares to 450,000,000 shares.

June 11, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”)

with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 300,000,000 shares

to 450,000,000 shares. The Amendment became effective upon filing.

The

foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment,

a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item

5.07

Submission

of Matters to a Vote of Security Holders

Annual

Meeting of Stockholders

June 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of April 15, 2026, the

record date for the Annual Meeting (“Record Date”), 167,424,202 shares of the Company’s common stock were outstanding

and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders at the Annual Meeting is set forth

below.

total of 129,904,054 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, which represented

approximately 77.59% of the shares of the Company’s common stock outstanding as of the Record Date, and constituted a quorum.

Proposal

Election

of Directors.

The

Company’s stockholders elected the four (4) persons listed below as directors, each to serve until the Company’s 2027 annual

meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal.

The final voting results were as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

J.D. Finley

106,600,509

2,266,840

21,036,704

Donald Williams

78,962,735

29,904,615

21,036,704

Emil Chuang

99,500,152

9,367,198

21,036,704

Robert F. Baltera, Jr.

108,502,141

365,209

21,036,704

Proposal

Ratification

of the Selection of Independent Registered Public Accounting Firm.

The

Company’s stockholders ratified the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2026. The final voting results were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

129,320,182

34,669

549,203

Proposal

Approval

of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.

The

Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase

the number of authorized shares of common stock from 300,000,000 to 450,000,000 (which will result in an increase in the total number

of authorized shares of capital stock of the Company from 307,000,000 to 457,000,000). The final voting results were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

128,093,623

871,548

938,883

Proposal

Approval

of the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan.

The

Company’s stockholders approved the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan. The final voting results

were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

92,245,546

14,658,772

1,963,032

21,036,704

Proposal

Approval

of the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan.

The

Company’s stockholders approved the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan. The final voting

results were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

108,167,158

162,907

537,285

21,036,704

Proposal

Approval,

on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

The

Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed

in the Proxy Statement. The final voting results were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

75,273,044

31,773,692

1,820,614

21,036,704

Accordingly,

the Board will take these results under advisement.

Proposal

Approval

of equity award grants to our non-employee directors.

The

Company’s stockholders approved equity grants to the Company’s non-employee directors. The final voting results were as follows:

Votes For

Votes Against

Votes Withheld / Abstentions

Broker Non-Votes

82,713,960

24,332,309

1,821,081

21,036,704

Item

9.01

Financial

Statement and Exhibits

(d) Exhibits

Exhibit No. Description

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Palisade Bio, Inc.

10.1 Form of Indemnity Agreement (Incorporated by reference from Exhibit 10.03 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2018)

10.2 Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan

10.3 Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan

104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its

behalf by the undersigned hereunto duly authorized.

Date:

June 11, 2026

Palisade

Bio, Inc.

By:

/s/

J.D. Finley

J.D.

Finley

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO THE

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF

PALISADE

BIO, INC.

Palisade

Bio, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the

“Company”), hereby certifies that:

First:

The name of the Company is PALISADE BIO, INC.

Second:

The date of filing of the Company’s original certificate of incorporation with the Delaware Secretary of State was February 28,

2001, under the name “Neuralstem, Inc.”

Third:

The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law

of the State of Delaware, adopted resolutions to amend its Amended and Restated Certificate of Incorporation as follows:

Article IV shall be amended and restated to read in its entirety as follows:

“The

corporation shall have authority to issue shares as follows:

(i)

450,000,000 shares of Common Stock, par value $0.01 per share. Each share of Common Stock shall entitle the holder thereof to one (1)

vote on each matter submitted to a vote at a meeting of stockholders.

(ii)

7,000,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in one or more series pursuant

to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly

vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by

resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof,

of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend

rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption

price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation

thereof, or any of the foregoing.

The

Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but

not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed

by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications,

limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally

fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such

decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such

series.”

Fourth:

Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the

Company for their approval, and was duly adopted at an annual meeting of the stockholders of the Company, in accordance with the provisions

of Section 242 of the General Corporation Law of the State of Delaware.

WITNESS WHEREOF, the Company on has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 11th day

of June, 2026.

Palisade Bio, Inc.

By:

/s/

J.D. Finley

Name:

J.D.

Finley

Title:

Chief

Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

Palisade Bio, Inc.

Amended and Restated 2021 Equity Incentive

Plan

Adopted by the

Board of Directors: April 14, 2026

Approved by

the Stockholders: June 10, 2026

1. General.

(a)

Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and

Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide

a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting

of Awards.

(b)

Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory

Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other

Awards.

(c)

Adoption Date; Effective Date. The Board adopted the Plan effective as of the Adoption Date and amended and restated

the Plan on April 14, 2026 (the “Amendment and Restatement Date”). The Plan, as amended and restated,

will become effective on the Stockholder Approval Date if such stockholder approval occurs before the first (1st) anniversary of the

Amended and Restatement Date.

2. Shares subject to the Plan.

(a)

Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement

any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed

42,257,000 shares.

(b)

Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any

adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may

be issued pursuant to the exercise of Incentive Stock Options is 42,257,000 shares.

(i)

Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of

shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep

available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to

such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c),

NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not

reduce the number of shares available for issuance under the Plan.

(ii)

Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not

result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available

for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of

the Award having been issued, or (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than

Common Stock).

(iii)

Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously

issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again

become available for issuance under the Plan: any shares that are forfeited back to or repurchased by the Company because of a failure

to meet a contingency or condition required for the vesting of such shares.

3. eligibility

and Limitations.

(a)

Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive

Awards.

(b)

Specific Award Limitations.

(i)

Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company

or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and

(f) of the Code).

(ii)

Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time

of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during

any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or

otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according

to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding

any contrary provision of the applicable Option Agreement(s).

(iii)

Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted

an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant

of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv)

Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees,

Directors and Consultants unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A

or unless such Awards otherwise comply with the requirements of Section 409A.

(c)

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to

any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid

by the Company to such Non-Employee Director, will not exceed the applicable limits set forth below, in each case, calculating the value

of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes and excluding distributions

from a deferred compensation program: (i) $750,000 in total value or (ii) in the event such Non-Employee Director is first

appointed or elected to the Board during such calendar year, $1,000,000 in total value; provided, that, the foregoing limits shall not

apply to any compensation granted or paid, as applicable, that is approved by the Company’s stockholders in accordance with Delaware

law.

4. Options and Stock Appreciation Rights.

Each Option and SAR will have

such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory

Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option designated

as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and

the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of

Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,

that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement

or otherwise) to the substance of each of the following provisions:

(a)

Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration

of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.

(b)

Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of

each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing,

an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such

Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to

a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

(c)

Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide

notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided

by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise

restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method

of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by

one or more of the following methods of payment to the extent set forth in the Option Agreement:

(i)

by cash or check, bank draft or money order payable to the Company;

(ii)

pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board

that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company

or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii)

by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the

Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise

that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any

remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment,

(3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated

shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant

for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv)

if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will

reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the

date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not

be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant

in cash or other permitted form of payment; or

(v)

in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

(d)

Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant

must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable

to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value

on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being

exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the

form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board

and specified in the SAR Agreement.

(e)

Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board

may impose such additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination

by the Board, the following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly

provided herein, neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option

is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:

(i)

Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution,

and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the

Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s

request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section

671 of the Code and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the

trustee enter into a transfer and other agreements required by the Company.

(ii)

Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format

acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant

to a domestic relations order.

(f)

Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or

SAR as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and

the Company or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g)

Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other

written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for

Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service,

and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date

of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the

shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.

(h)

Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to

Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise

his or her Option or SAR to the extent vested, but only within the following period of time or, if applicable, such other period of time

provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided,

however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):

(i)

three months following the date of such termination if such termination is a termination without Cause (other than any termination

due to the Participant’s Disability or death);

(ii)

12 months following the date of such termination if such termination is due to the Participant’s Disability;

(iii)

18 months following the date of such termination if such termination is due to the Participant’s death; or

(iv)

18 months following the date of the Participant’s death if such death occurs following the date of such termination but

during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).

Following the date of such termination, to the extent

the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration

of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right,

title or interest in terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of

the terminated Award.

(i)

Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time

that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award

Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service

terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise

Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common

Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise

would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day

of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise

period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended

exercise period, generally without limitation as to the maximum permitted number of extensions; provided, however,

that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).

(j)

Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for

purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least

six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic

Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in

the event of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued

or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement

or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment

policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with

the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(k)

Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

5. Awards other than Options and Stock Appreciation Rights.

(a)

Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions

as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will

conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of

the following provisions:

(i)

Form of Award.

(1)

Restricted Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election,

shares of Common Stock subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions

until such shares become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in

such form and manner as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights

as a stockholder of the Company with respect to any shares subject to a Restricted Stock Award.

(2)

RSU Awards: A RSU Award represents a Participant’s right to be issued on a future date the number of shares

of Common Stock that is equal to the number of restricted stock units subject to the RSU Award. As a holder of a RSU Award, a Participant

is an unsecured creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock

in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will

create or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate

or any other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award

(unless and until shares are actually issued in settlement of a vested RSU Award).

(ii)

Consideration.

(1)

Restricted Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank

draft or money order payable to the Company, (B) services to the Company or an Affiliate, or (C) any other form of consideration as the

Board may determine and permissible under Applicable Law.

(2)

RSU Awards: Unless otherwise determined by the Board at the time of grant, a RSU Award will be granted in consideration

for the Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment

to the Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common

Stock pursuant to the RSU Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant

(in a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock

in settlement of the RSU Award, such consideration may be paid in any form of consideration as the Board may determine and permissible

under Applicable Law.

(iii)

Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award

as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the

Company or an Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous

Service.

(iv)

Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between

a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company

may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under

his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement

and the Participant will have no further right, title or interest in the Restricted Stock Award, the shares of Common Stock subject to

the Restricted Stock Award, or any consideration in respect of the Restricted Stock Award and (ii) any portion of his or her RSU Award

that has not vested will be forfeited upon such termination and the Participant will have no further right, title or interest in the RSU

Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of the RSU Award.

(v)

Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect

to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award

Agreement; provided, however, that any such dividends or dividend equivalents shall be subject to the same vesting conditions as the underlying

Award and shall only be paid or distributed at such time as the underlying Award vests. Dividends or dividend equivalents that are credited

with respect to any portion of an Award that does not vest shall be forfeited.

(vi)

Settlement of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination

thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the

Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b)

Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals

to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree

such Performance Goals have been attained will be determined by the Board.

(c)

Other Awards. Other Awards may be granted either alone or in addition to Awards provided for under Section 4 and the

preceding provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine

the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash

equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

6. Adjustments upon Changes in Common Stock; other

Corporate Events.

(a)

Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately

adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan, (ii) the class(es) and maximum number of shares

that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(b), and (iii) the class(es) and number of

securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such

adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights

for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine

an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments

referred to in the preceding provisions of this Section.

(b)

Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation

of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a

forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution

or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may

be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service;

provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no

longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution

or liquidation is completed but contingent on its completion.

(c)

Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless

otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the

Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.

(1)

Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or

the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or

may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration

paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the

Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s

parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)

may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose

to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will

be set by the Board.

(2)

Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring

corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding

Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous

Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),

the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will

be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate

Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective

time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective time

of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent

upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the

occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of

performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the target

level upon the occurrence of the Corporate Transaction in which the Awards are not assumed in accordance with Section 6(c)(i). With respect

to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are

settled in the form of a cash payment, such cash payment will be made no later than 30 days following the occurrence of the Corporate

Transaction or such later date as required to comply with Section 409A of the Code.

(3)

Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving

corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar

awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held

by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the

Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect

to such Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(4)

Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised

prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may

not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time,

to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including,

at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection

with such exercise.

(d)

Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant

will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving

the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act

on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

(e)

No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares

pursuant to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make

or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,

any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures,

preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible

into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of

its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

7. Administration.

(a)

Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the

Plan to a Committee or Committees, as provided in subsection (c) below.

(b)

Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of

the Plan:

(i)

To determine from time to time: (1) which of the persons eligible under the Plan will be granted Awards; (2) when and

how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award

granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock

or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award

will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance

Award that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment

or other property that may be earned and the timing of payment.

(ii)

To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for

its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any

Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii)

To settle all controversies regarding the Plan and Awards granted under it.

(iv)

To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will

vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which

it will vest.

(v)

To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation

of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than

normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price

of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.

(vi)

To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations

under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii)

To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder

approval will be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award

granted before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the

consent of the affected Participant, and (2) such Participant consents in writing.

(viii)

To submit any amendment to the Plan for stockholder approval.

(ix)

To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but

not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject

to any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s

rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected

Participant, and (2) such Participant consents in writing.

(x)

Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests

of the Company and that are not in conflict with the provisions of the Plan or Awards.

(xi)

To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by,

or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals or employed

outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement

to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).

(xii)

Except as provided in Section 6(a) (relating to Capitalization Adjustments), or in connection with a Corporate Transaction

as provided in Section 6(c), the Board may not, without obtaining stockholder approval, (1) reduce the exercise price or strike price

of any outstanding Option or SAR, (2) cancel any outstanding Option or SAR in exchange for cash or other Awards when the exercise price

or strike price per share exceeds the Fair Market Value of the underlying Common Stock, or (3) take any other action with respect to an

Option or SAR that would be treated as a repricing under the rules and regulations of the principal securities exchange or inter-dealer

quotation system on which the Common Stock is listed or quoted.

(c)

Delegation to Committee.

(i)

General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration

of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore

possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee

of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will

thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,

as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with Committee

or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers

previously delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time,

revest in the Board some or all of the powers previously delegated.

(ii)

Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange

Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely

of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing

or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for

such exemption to remain available.

(d)

Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee

in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e)

Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or

both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted

by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number

of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions

or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of Common Stock that

may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards

will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, unless otherwise

provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor

any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority

to determine the Fair Market Value.

8. Tax Withholding

(a)

Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding

from payroll and any other amounts payable to such Participant, and otherwise agree to make adequate provision for (including), any sums

required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the

Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly,

a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue

shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b)

Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may,

in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating

to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment;

(ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection

with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable

to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed

under Regulation T as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.

(c)

No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company

has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the

Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible

period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to

the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection

with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company,

or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation

and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors

regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each

Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is

at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service

and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option

or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees

or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair

market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d)

Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the

Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually

withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless

from any failure by the Company and/or its Affiliates to withhold the proper amount.

9. Miscellaneous.

(a)

Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,

including shares repurchased by the Company on the open market or otherwise.

(b)

Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will

constitute general funds of the Company.

(c)

Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any

Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of

when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.

In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the

grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement

or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will

control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d)

Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with

respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for

exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected

in the records of the Company.

(e)

No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder

or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or

an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate

at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment

of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s

agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,

and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated,

as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with

any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future

work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the

Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.

(f)

Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of

his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee

of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of

absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law,

to (i) make a corresponding reduction in the number of shares 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.

(g)

Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute

any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry

out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at

the Plan Administrator’s request.

(h)

Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement

or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto)

or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any

on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator.

The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by

the Company.

(i)

Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy

that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the

Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or

other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable

Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines

necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock

or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving

rise to a Participant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive

termination” or any similar term under any plan of or agreement with the Company.

(j)

Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the

shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration

requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will

not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.

(k)

Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award

Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an

Award have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such

shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions

are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.

(l)

Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting

or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s

benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides.

The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee

benefit plans.

(m)

Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery

of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and

may also establish programs and procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with

the requirements of Section 409A.

(n)

Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted

to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the

extent not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is

not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions

necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms

necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary

in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and

if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”

for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”

(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months

and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s

death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be

paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.

(o)

Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed

in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any

application of any law other than the law of the State of Delaware.

10. Covenants

of the Company.

(a)

Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to

be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common

Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company

to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after

reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority

that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company

will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until

such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant

to the Award if such grant or issuance would be in violation of any Applicable Law.

11. Additional

Rules For Awards Subject to Section 409a.

(a)

Application. Unless the provisions of this Section of the Plan are expressly superseded by the provisions in the form

of Award Agreement, the provisions of this Section shall apply and shall supersede anything to the contrary set forth in the Award Agreement

for a Non-Exempt Award.

(b)

Non-Exempt Awards Subject to Non-Exempt Severance Arrangements. To the extent a Non- Exempt Award is subject to Section

409A due to application of a Non-Exempt Severance Arrangement, the following provisions of this subsection (b) apply.

(i)

If the Non-Exempt Award vests in the ordinary course during the Participant’s Continuous Service in accordance with the

vesting schedule set forth in the Award Agreement, and does not accelerate vesting under the terms of a Non-Exempt Severance Arrangement,

in no event will the shares be issued in respect of such Non-Exempt Award any later than the later of: (i) December 31st of the calendar

year that includes the applicable vesting date, or (ii) the 60th day that follows the applicable vesting date.

(ii)

If vesting of the Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with the

Participant’s Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Non-Exempt

Award and, therefore, are part of the terms of such Non-Exempt Award as of the date of grant, then the shares will be earlier issued in

settlement of such Non-Exempt Award upon the Participant’s Separation from Service in accordance with the terms of the Non-Exempt

Severance Arrangement, but in no event later than the 60th day that follows the date of the Participant’s Separation from Service.

However, if at the time the shares would otherwise be issued the Participant is subject to the distribution limitations contained in Section

409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued

before the date that is six months following the date of such Participant’s Separation from Service, or, if earlier, the date of

the Participant’s death that occurs within such six month period.

(iii)

If vesting of a Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with a Participant’s

Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Non-Exempt Award and,

therefore, are not a part of the terms of such Non-Exempt Award on the date of grant, then such acceleration of vesting of the Non-Exempt

Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in

the Grant Notice as if they had vested in the ordinary course during the Participant’s Continuous Service, notwithstanding the vesting

acceleration of the Non-Exempt Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or

pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4).

(c)

Treatment of Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants. The provisions of this subsection

(c) shall apply and shall supersede anything to the contrary set forth in the Plan with respect to the permitted treatment of any Non-Exempt

Award in connection with a Corporate Transaction if the Participant was either an Employee or Consultant upon the applicable date of grant

of the Non-Exempt Award.

(i)

Vested Non-Exempt Awards. The following provisions shall apply to any Vested Non- Exempt Award in connection with a

Corporate Transaction:

(1)

If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or

substitute the Vested Non-Exempt Award. Upon the Section 409A Change in Control the settlement of the Vested Non-Exempt Award will automatically

be accelerated and the shares will be immediately issued in respect of the Vested Non-Exempt Award. Alternatively, the Company may instead

provide that the Participant will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued

to the Participant upon the Section 409A Change in Control.

(2)

If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue

or substitute each Vested Non-Exempt Award. The shares to be issued in respect of the Vested Non-Exempt Award shall be issued to the Participant

by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had

not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute

a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant

on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of the Corporate Transaction.

(ii)

Unvested Non-Exempt Awards. The following provisions shall apply to any Unvested Non-Exempt Award unless otherwise determined

by the Board pursuant to subsection (e) of this Section.

(1)

In the event of a Corporate Transaction, the Acquiring Entity shall assume, continue or substitute any Unvested Non-Exempt

Award. Unless otherwise determined by the Board, any Unvested Non-Exempt Award will remain subject to the same vesting and forfeiture

restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be issued in respect of any Unvested

Non-Exempt Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued

to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of

shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of

the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of Fair Market Value of the

shares made on the date of the Corporate Transaction.

(2)

If the Acquiring Entity will not assume, substitute or continue any Unvested Non- Exempt Award in connection with a Corporate

Transaction, then such Award shall automatically terminate and be forfeited upon the Corporate Transaction with no consideration payable

to any Participant in respect of such forfeited Unvested Non-Exempt Award. Notwithstanding the foregoing, to the extent permitted and

in compliance with the requirements of Section 409A, the Board may in its discretion determine to elect to accelerate the vesting and

settlement of the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment equal to the Fair Market

Value of such shares that would otherwise be issued to the Participant, as further provided in subsection (e)(ii) below. In the absence

of such discretionary election by the Board, any Unvested Non-Exempt Award shall be forfeited without payment of any consideration to

the affected Participants if the Acquiring Entity will not assume, substitute or continue the Unvested Non-Exempt Awards in connection

with the Corporate Transaction.

(3)

The foregoing treatment shall apply with respect to all Unvested Non-Exempt Awards upon any Corporate Transaction, and regardless

of whether or not such Corporate Transaction is also a Section 409A Change in Control.

(d)

Treatment of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors. The following provisions of

this subsection (d) shall apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted

treatment of a Non-Exempt Director Award in connection with a Corporate Transaction.

(i)

If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or

substitute the Non-Exempt Director Award. Upon the Section 409A Change in Control the vesting and settlement of any Non-Exempt Director

Award will automatically be accelerated and the shares will be immediately issued to the Participant in respect of the Non-Exempt Director

Award. Alternatively, the Company may provide that the Participant will instead receive a cash settlement equal to the Fair Market Value

of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control pursuant to the preceding provision.

(ii)

If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue

or substitute the Non-Exempt Director Award. Unless otherwise determined by the Board, the Non-Exempt Director Award will remain subject

to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be

issued in respect of the Non-Exempt Director Award shall be issued to the Participant by the Acquiring Entity on the same schedule that

the shares would have been issued to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion,

in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to

the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of

Fair Market Value made on the date of the Corporate Transaction.

(e)

If the RSU Award is a Non-Exempt Award, then the provisions in this

Section 11(e) shall apply and supersede anything to the contrary that may be set forth in the Plan or the Award Agreement with

respect to the permitted treatment of such Non-Exempt Award:

(i)

Any exercise by the Board of discretion to accelerate the vesting of a Non-Exempt Award shall not result in any acceleration

of the scheduled issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the shares upon the applicable

vesting dates would be in compliance with the requirements of Section 409A.

(ii)

The Company explicitly reserves the right to earlier settle any Non-Exempt Award to the extent permitted and in compliance

with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).

(iii)

To the extent the terms of any Non-Exempt Award provide that it will be settled upon a Change in Control or Corporate Transaction,

to the extent it is required for compliance with the requirements of Section 409A, the Change in Control or Corporate Transaction event

triggering settlement must also constitute a Section 409A Change in Control. To the extent the terms of a Non-Exempt Award provides that

it will be settled upon a termination of employment or termination of Continuous Service, to the extent it is required for compliance

with the requirements of Section 409A, the termination event triggering settlement must also constitute a Separation From Service. However,

if at the time the shares would otherwise be issued to a Participant in connection with a “separation from service” such Participant

is subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section

409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date of the Participant’s

Separation From Service, or, if earlier, the date of the Participant’s death that occurs within such six month period.

(iv)

The provisions in this subsection (e) for delivery of the shares in respect of the settlement of a RSU Award that is a Non-Exempt

Award are intended to comply with the requirements of Section 409A so that the delivery of the shares to the Participant in respect of

such Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.

12. Severability.

If all or any part of the Plan

or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall

not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any

Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will

give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

The Board may suspend or terminate

the Plan at any time. No Awards may be granted after the tenth anniversary of the earlier of: (i) the date the Board approved this Plan,

as amended and restated, or (ii) the most recent date the Plan is approved by the Company’s stockholders. No Awards may be granted

under the Plan while the Plan is suspended or after it is terminated.

13. Definitions.

As used in the Plan, the following

definitions apply to the capitalized terms indicated below:

(a)

“Acquiring Entity” means the surviving or acquiring corporation (or its parent company) in connection

with a Corporate Transaction.

(b)

“Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.

(c)

“Affiliate” means, at the time of determination, any “parent” or “subsidiary”

of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at

which “parent” or “subsidiary” status is determined within the foregoing definition.

(d)

“Applicable Law” means any applicable securities, federal, state, foreign, material local or municipal

or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation,

judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the

authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock

Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(e)

“Award” means any right to receive Common Stock, cash or other property granted under the Plan (including

an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other

Award).

(f)

“Award Agreement” means a written or electronic agreement between the Company and a Participant evidencing

the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written

summary of the general terms and conditions applicable to the Award and which is provided, including through electronic means, to a Participant

along with the Grant Notice.

(g)

“Board” means the Board of Directors of the Company (or its designee). Any decision or determination

made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision

or determination shall be final and binding on all Participants.

(h)

“Capitalization Adjustment” means any change that is made in, or other events that occur with respect

to, the Common Stock subject to the Plan or subject to any Award after the date the Plan is adopted by the Board without the receipt of

consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend

in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of

shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement

of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing,

the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(i)

“Cause” has the meaning ascribed to such term in any written agreement between a Participant and

the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of

any of the following events: (i) the Participant’s dishonest statements or acts with respect to the Company or any Affiliate of

the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business;

(ii) the Participant’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) the Participant’s failure to perform the Participant’s assigned duties and responsibilities to the reasonable satisfaction

of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Participant by the

Company; (iv) the Participant’s gross negligence, willful misconduct or insubordination with respect to the Company or any

affiliate of the Company; or (v) the Participant’s material violation of any provision of any agreement(s) between the Participant

and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. The determination that a termination

of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect to Participants

who are executive officers of the Company and by the Company’s Chief Executive Officer with respect to Participants who are not

executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated with or

without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights

or obligations of the Company or such Participant for any other purpose.

(j)

“Change in Control” or “Change of Control” means the occurrence,

in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)

any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50%

of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar

transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities

of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate

thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions

the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the

level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage

threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing

the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as

a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner

of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the

then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall

be deemed to occur;

(ii)

there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately

after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto

do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting

power of the Acquiring Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting

power of the parent of the Acquiring Entity in such merger, consolidation or similar transaction, in each case in substantially the same

proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii)

there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated

assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the

consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities

of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities

of the Company immediately prior to such sale, lease, license or other disposition; or

(iv)

individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)

cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the

appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members

of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent

Board.

Notwithstanding the foregoing or any other provision

of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for

the purpose of changing the domicile of the Company, (B) the definition of Change in Control (or any analogous term) in an individual

written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards

subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set

forth in such an individual written agreement, the foregoing definition shall apply, and (C) respect to any nonqualified deferred compensation

that becomes payable on account of the Change in Control, the transaction or event described in clause (i), (ii), (iii), (iv) or (v) also

constitutes a Section 409A Change in Control if required in order for the payment not to violate Section 409A of the Code.

(k)

“ Code “ means the Internal Revenue Code of 1986, as amended, including any applicable regulations

and guidance thereunder.

(l)

“ Committee “ means the Compensation Committee and any other committee of one or more Directors to

whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.

(m)

“Common Stock” means the common stock of the Company.

(n)

“ Company “ means Palisade Bio, Inc., a Delaware corporation.

(o)

“Compensation Committee” means the Compensation Committee of the Board.

(p)

“Consultant” means any person, including an advisor, who is (i) engaged by the Company or

an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board

of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such

service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing,

a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to

(q)

“Continuous Service” means that the Participant’s service with the Company or an Affiliate,

whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders

service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders

such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate,

will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant

is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will

be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee

of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent

permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether

Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer,

including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.

Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such

extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy

applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with

Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed,

in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section

1.409A-1(h) (without regard to any alternative definition thereunder).

(r)

“Corporate Transaction” means the consummation, in a single transaction or in a series of related

transactions, of any one or more of the following events:

(i)

a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company

and its Subsidiaries;

(ii)

a sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii)

a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)

a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common

Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,

consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(v)

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale

of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition

of Corporate Transaction (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant

shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition

of Corporate Transaction or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply,

and (C) respect to any nonqualified deferred compensation that becomes payable on account of the Corporate Transaction, the transaction

or event described in clause (i), (ii), (iii), (iv) or (v) also constitutes a Section 409A Change in Control if required in order for

the payment not to violate Section 409A of the Code.

(s)

“Director” means a member of the Board.

(t)

“determine” or “determined” means as determined by the Board

or the Committee (or its designee) in its sole discretion.

(u)

“Disability “ means, with respect to a Participant, such Participant is unable to engage in any substantial

gainful activity by reason of any medically determinable physical or mental impairment which 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, as provided in Section 22(e)(3) of the Code,

and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(v)

“Effective Date” April 27, 2021.

(w)

“Employee “ means any person employed by the Company or an Affiliate. However, service solely as

a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of

the Plan.

(x)

“Employer” means the Company or the Affiliate of the Company that employs the Participant.

(y) “Entity “ means a corporation, partnership, limited liability company or other entity.

(z)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

(aa)

“Exchange Act Person” means any natural person, Entity or “group” (within the meaning

of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any

Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary

holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding

securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders

of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity

or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner,

directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then

outstanding securities.

(bb)

“Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of

the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

(i)

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value

will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume

of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)

If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the

closing selling price on the last preceding date for which such quotation exists.

(iii)

In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be

determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(cc)

“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,

district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental

or regulatory body, or quasi- governmental body of any nature (including any governmental division, department, administrative agency

or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and

any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority;

or (d) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory

Authority).

(dd)

“Grant Notice” means the notice provided to a Participant that he or she has been granted an Award

under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of

Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key

terms applicable to the Award.

(ee)

“Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended

to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(ff)

“Materially Impair” means any amendment to the terms of the Award that materially adversely affects

the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially

Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially

impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair

the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an

Option or SAR that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422

of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the

qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption

from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable

Laws.

(gg)

“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the

Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered

as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item

404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an

interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a

business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered

a “non-employee director” for purposes of Rule 16b-3.

(hh)

“Non-Exempt Award” means any Award that is subject to, and not exempt from, Section 409A, including

as the result of (i) a deferral of the issuance of the shares subject to the Award which is elected by the Participant or imposed by the

Company or (ii) the terms of any Non-Exempt Severance Agreement.

(ii)

“Non-Exempt Director Award” means a Non-Exempt Award granted to a Participant who was a Director

but not an Employee on the applicable grant date.

(jj)

“Non-Exempt Severance Arrangement” means a severance arrangement or other agreement between the Participant

and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s

termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard

to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy

the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9)

or otherwise.

(kk)

“Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does

not qualify as an Incentive Stock Option.

(ll)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the

Exchange Act.

(mm)

“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common

Stock granted pursuant to the Plan.

(nn)

“Option Agreement” means a written or electronic agreement between the Company and the Optionholder

evidencing the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement

containing the written summary of the general terms and conditions applicable to the Option and which is provided, including through electronic

means, to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.

(oo)

“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,

such other person who holds an outstanding Option.

(pp)

“Other Award” means an award valued in whole or in part by reference to, or otherwise based on, Common

Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100%

of the Fair Market Value at the time of grant) that is not an Incentive Stock Options, Nonstatutory Stock Option, SAR, Restricted Stock

Award, RSU Award or Performance Award.

(qq)

“Other Award Agreement” means a written or electronic agreement between the Company and a holder

of an Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms

and conditions of the Plan.

(rr)

“Own,” “Owned,” “Owner,” “Ownership”

means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to

have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,

understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect

to such securities.

(ss)

“Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to the

Plan or, if applicable, such other person who holds an outstanding Award.

(tt)

“Performance Award” means an Award that may vest or may be exercised or a cash award that may vest

or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted

under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted

by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in

payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or

in part by reference to, or otherwise based on, the Common Stock.

(uu)

“Performance Criteria” means the one or more criteria that the Board will select for purposes of

establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance

Goals may be based on any one of, or combination of, the following as determined by the Board: earnings (including earnings per share

and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization;

total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed;

stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after

taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue;

expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent

metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer

satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit;

workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder

liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research;

progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal

controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; implementation

or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships

or transactions (including in- licensing and out-licensing of intellectual property); establishing relationships with respect to

the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development, co-marketing,

profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning

goals; and other measures of performance selected by the Board or Committee whether or not listed herein.

(vv)

“Performance Goals” means, for a Performance Period, the one or more goals established by the Board

for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to

one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of

one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the

Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance

Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals

for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate

effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any

statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur

“infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions

or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during

the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares

of Common Stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation,

spin- off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than

regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s

bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed

under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are

required to be recorded under generally accepted accounting principles. In addition, the Board may establish or provide for other adjustment

items in the Award Agreement at the time the Award is granted or in such other document setting forth the Performance Goals at the time

the Performance Goals are established. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic

benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for

such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree

of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.

(ww)

“Performance Period” means the period of time selected by the Board over which the attainment of

one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an

Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(xx)

“Plan” means this Palisade Bio, Inc. Amended and Restated 2021 Equity Incentive Plan.

(yy)

“Plan Administrator” means the person, persons, and/or third-party administrator designated by the

Company to administer the day to day operations of the Plan and the Company’s other equity incentive programs.

(zz)

“Post-Termination Exercise Period” means the period following termination of a Participant’s

Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).

(aaa)

“Restricted Stock Award” or “RSA” means an Award of shares of Common Stock

which is granted pursuant to the terms and conditions of Section 5(a).

(bbb)

“Restricted Stock Award Agreement” means a written or electronic agreement between the Company and

a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award

Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms

and conditions applicable to the Restricted Stock Award and which is provided, including by electronic means, to a Participant along with

the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ccc)

“RSU Award” or “RSU” means an Award of restricted stock units representing

the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(ddd)

“RSU Award Agreement” means a written or electronic agreement between the Company and a holder of

a RSU Award evidencing the terms and conditions of a RSU Award. The RSU Award Agreement includes the Grant Notice for the RSU Award and

the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided, including

by electronic means, to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions

of the Plan.

(eee)

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b- 3,

as in effect from time to time.

(fff)

“Rule 405” means Rule 405 promulgated under the Securities Act.

(ggg)

“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(hhh)

“Section 409A Change in Control” means a change in the ownership or effective control of the Company,

or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury

Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(iii)

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

(jjj)

“Share Reserve” means the number of shares available for issuance under the Plan as set forth in

Section 2(a).

(kkk)

“Stock Appreciation Right” or “SAR” means a right to receive the appreciation

on Common Stock that is granted pursuant to the terms and conditions of Section 4.

(lll)

“SAR Agreement” means a written or electronic agreement between the Company and a holder of a SAR

evidencing the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing

the written summary of the general terms and conditions applicable to the SAR and which is provided, including by electronic means, to

a Participant along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.

(mmm)

“Stockholder Approval Date” means the date that the Company’s stockholders approve

this Plan, as amended and restated.

(nnn)

“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the

outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective

of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the

happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability

company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits

or capital contribution) of more than 50%.

(ooo)

“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d)

of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(ppp)

“Trading Policy” means the Company’s policy permitting certain individuals to sell Company

shares only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber

Company shares, as in effect from time to time.

(qqq)

“Unvested Non-Exempt Award” means the portion of any Non-Exempt Award that had not vested in accordance

with its terms upon or prior to the date of any Corporate Transaction.

(rrr)

“Vested Non-Exempt Award” means the portion of any Non-Exempt Award that had vested in accordance

with its terms upon or prior to the date of a Corporate Transaction.

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit 10.3

Palisade

Bio, Inc.

Amended

and Restated 2021 Employee Stock Purchase Plan

Adopted

by the Board of Directors: April 6, 2026

Approved

by the Stockholders: June 10, 2026

1. General;

purpose.

(a)

The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity

to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an

Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that

do not meet the requirements of an Employee Stock Purchase Plan.

(b)

The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation

to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will

be construed in a manner that is consistent with the requirements of Section 423 of the Code. Except as otherwise provided in the Plan

or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

(c)

The Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees

and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. Administration.

(a)

The Board or the Committee will administer the Plan. References herein to the Board shall be deemed to refer to the Committee except

where context dictates otherwise.

(b)

The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)

To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii)

To designate from time to time (A) which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations,

(B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations, and (C)

which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).

(iii)

To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent

it deems necessary or expedient to make the Plan fully effective.

(iv)

To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v)

To suspend or terminate the Plan at any time as provided in Section 12.

(vi)

To amend the Plan at any time as provided in Section 12.

(vii)

Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the

Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect

to the 423 Component.

(viii)

To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by

Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent

with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility

to participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of

bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination

of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable

requirements, and which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423

of the Code.

(c)

The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated

to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board

that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee

is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however,

to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Further, to

the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority under

the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable

under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently

administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether

or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions

of policy and expediency that may arise in the administration of the Plan.

(d)

All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person

and will be final, binding and conclusive on all persons.

3. Shares

of Common Stock

Subject to the Plan.

(a)

Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that

may be issued under the Plan will not exceed 837,000 shares of Common Stock. For the avoidance of doubt, up to the maximum number

of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and

any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non- 423 Component.

(b)

If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased

under such Purchase Right will again become available for issuance under the Plan.

(c)

The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased

by the Company on the open market.

4. Grant

of Purchase Rights;

Offering.

(a)

The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting

of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and

will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the

requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The

terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions

of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by

reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period

will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b)

If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered

to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will

apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted

Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before

a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise

prices) will be exercised.

(c)

The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first

Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on

the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants

in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase

Period.

5. Eligibility.

(a)

Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to

Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b) or as required by Applicable Law, an Employee

will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or

the Related Corporation or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may

require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board

may (unless prohibited by Applicable Law) provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless,

on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation, or the Affiliate is more

than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with

Section 423 of the Code with respect to the 423 Component. The Board may also exclude from participation in the Plan or any Offering

Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company

or a Related Corporation or a subset of such highly compensated employees.

(b)

The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date

or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter,

receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase

Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i)

the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes,

including determination of the exercise price of such Purchase Right;

(ii)

the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of

such Offering; and

(iii)

the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of

the Offering, he or she will not receive any Purchase Right under that Offering.

(c)

No Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase

Rights are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes

of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will

apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights

and options will be treated as stock owned by such Employee.

(d)

As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only if

such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations,

do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which,

when aggregated, exceeds US $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with

respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding

at any time.

(e)

Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in

Offerings under the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by Applicable Law) provide in an Offering that

Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

(f)

Notwithstanding anything in this Section 5 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee

(or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole

discretion, that participation of such Eligible Employee(s) is not advisable or practical for any reason.

6. Purchase

Rights; Purchase Price.

(a)

On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase

up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the

Board, but in either case not exceeding 15% of such Employee’s earnings (as defined by the Board in each Offering) during the period

that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in

the Offering, which date will be no later than the end of the Offering.

(b)

The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be

exercised and shares of Common Stock will be purchased in accordance with such Offering.

(c)

In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may

be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock

that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock

that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock

issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence

of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common

Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d)

The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be specified by Board prior to the commencement

of an Offering and will not be less than the lesser of:

(i)

an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii)

an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

7. Participation;

Withdrawal; Termination.

(a)

An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions

by completing and delivering to the Company or a Company Designee, within the time specified for the Offering, an enrollment form provided

by the Company or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified

by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and

will be deposited with the general funds of the Company except where Applicable Law requires that Contributions be deposited with a third

party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering

Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new

Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter

reduce (including to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the

Offering and to extent permitted by Section 423 of the Code with respect to the 423 Component, in addition to or instead of making Contributions

by payroll deductions, a Participant may make Contributions through payment by cash, check or wire transfer prior to a Purchase Date.

(b)

During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a

Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing.

Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute

as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase

Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or

her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment

form to participate in subsequent Offerings.

(c)

Unless otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately

if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation

period required by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable

to such individual all of his or her accumulated but unused Contributions.

(d)

Unless otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate

rehire (with no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated

as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from

an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right

will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers

from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified

under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within

the 423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component.

(e)

During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable

by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation

as described in Section 10.

(f)

Unless otherwise specified in the Offering or as required by Applicable Law, the Company will have no obligation to pay interest

on Contributions.

8. Exercise

of Purchase Rights.

(a)

On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock,

up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified

in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.

(b)

Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after

the purchase of shares of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll over to the

next Offering and will instead be distributed in full to such Participant after the final Purchase Date of such Offering without interest

(unless otherwise required by Applicable Law).

(c)

No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan

are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable

U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the

shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase

Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of

Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase

Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible,

the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the

Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed

to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).

9. Covenants

of the Company.

The

Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission, agency or other Governmental Body

having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock

thereunder unless the Company determines, in its sole discretion, that doing so is not practical or would cause the Company to incur

costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for

the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a

commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and

sell Common Stock upon exercise of such Purchase Rights.

10. Designation

of Beneficiary.

(a)

The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares

of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or

Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation

of beneficiary. Any such designation and/or change must be on a form approved by the Company.

(b)

If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock

and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed

(to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions,

without interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents

or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. Adjustments

upon Changes in Common Stock; Corporate Transactions.

(a)

In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum

number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share

reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and

the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are

the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be

final, binding and conclusive.

(b)

In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring

corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a

right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii)

if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute

similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common

Stock (rounded down to the nearest whole share) within ten business days (or such other period specified by the Board) prior to the Corporate

Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

12. Amendment,

Termination or Suspension of the Plan.

(a)

The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section

11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder

approval is required by Applicable Law.

(b)

The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended

or after it is terminated.

Any

benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination

of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person

to whom such Purchase Rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental

regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance

issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that

may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable tax,

listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent

if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the

Code with respect to the 423 Component or with respect to other Applicable Laws. Notwithstanding anything in the Plan or any Offering

Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency

other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes

in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment

periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant

properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights

or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section

423 of the Code with respect to the 423 Component; and (v) establish other limitations or procedures as the Board determines in

its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered

to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase

Rights granted under each Offering.

13. Tax

Qualification; Tax Withholding.

(a)

Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or

jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and

expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in

this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

(b)

Each Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company

or the Related Corporation to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s

sole discretion and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part by (i) withholding from

the Participant’s salary or any other cash payment due to the Participant from the Company or a Related Corporation; (ii)

withholding from the proceeds of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory

sale arranged by the Company; or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue

any shares of Common Stock under the Plan until such obligations are satisfied.

(c)

The 423 Component is exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to

so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the

Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In

furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option

granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan

to be subject to Section 409A, the Committee may amend the terms of the Plan and/or of an outstanding option granted under the Plan,

or take such other action the Committee determines is necessary or appropriate, in each case, without the participant’s consent,

to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with

Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the

Code. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option under the

Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken

by the Committee with respect thereto.

14. Effective

Date of Plan.

The

Board adopted the Plan effective as of the Effective Date and amended and restated the Plan on April 6, 2026 (the “Amendment

and Restatement Date”). The Plan, as amended and restated, will become effective on the Stockholder Approval Date if such

stockholder approval occurs before the first (1st) anniversary of the Amendment and Restatement date.

15. Miscellaneous

Provisions.

(a)

Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b)

A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common

Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights

are recorded in the books of the Company (or its transfer agent).

(c)

The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the

at will nature of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to

create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation

or an Affiliate, or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant.

(d)

The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of

laws rules.

(e)

If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other

provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f)

If any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply

with Applicable Law.

16. Definitions.

used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a)

“423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase

Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(b)

“Affiliate” means any entity, other than a Related Corporation, whether now or subsequently established, which

is at the time of determination, a “parent” or “subsidiary” of the Company as such terms are defined in Rule

405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary”

status is determined within the foregoing definition.

(c)

“Applicable Law” means shall mean the Code and any applicable securities, federal, state, foreign, material

local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing

rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect

by or under the authority of any Governmental Body (or under the authority of the NASDAQ Stock Market, the New York Stock Exchange or

the Financial Industry Regulatory Authority).

(d)

“Board” means the board of directors of the Company.

(e)

“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to,

the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt

of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend

in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of

shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting

Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion

of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(f)

“Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and

guidance thereunder.

(g)

“Committee” means a committee of one or more members of the Board to whom authority has been delegated

by the Board in accordance with Section 2(c).

(h)

“Common Stock” means the common stock of the Company.

(i)

“Company” means Palisade Bio, Inc., a Delaware corporation.

(j)

“Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering

that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account

if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld

during the Offering through payroll deductions and, with respect to the 423 Component, to the extent permitted by Section 423 of the

Code.

(k)

“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions,

of any one or more of the following events:

(i)

a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets

of the Company and its subsidiaries;

(ii)

a sale or other disposition of more than 50% of the outstanding securities of the Company;

(iii)

a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)

a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common

Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the

merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(l)

“Designated 423 Corporation” means any Related Corporation selected by the Board to participate in the 423 Component.

(m)

“Designated Company” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however,

that at any given time, a Related Corporation participating in the 423 Component shall not be a Related Corporation participating in

the Non-423 Component.

(n)

“Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board to participate

in the Non-423 Component.

(o)

“Director” means a member of the Board.

(p)

“Effective Date” means April 27, 2021.

(q)

“Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing

the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility

to participate set forth in the Plan.

(r)

“Employee” means any person, including an Officer or Director, who is “employed” for purposes

of Section 423(b)(4) of the Code by the Company or a Related Corporation, or solely with respect to the Non-423 Component, an Affiliate.

However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee”

for purposes of the Plan.

(s)

“Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under

an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(t)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations

promulgated thereunder.

(u)

“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i)

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share

of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the

greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable.

Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the

Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.

(ii)

In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance

with Applicable Laws and regulations and, to the extent applicable as determined in the sole discretion of the Board, in a manner that

complies with Sections 409A of the Code

(v)

“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,

district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental

or regulatory body, or quasi- governmental body of any nature (including any governmental division, department, administrative agency

or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and

any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority;

or (d) self-regulatory organization (including the NASDAQ Stock Market, the New York Stock Exchange and the Financial Industry Regulatory

Authority).

(w)

“Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase

Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(x)

“Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase

Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be

set forth in the “Offering Document” approved by the Board for that Offering.

(y)

“Offering Date” means a date selected by the Board for an Offering to commence.

(z)

“Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of

Section 16 of the Exchange Act.

(aa)

“Participant” means an Eligible Employee who holds an outstanding Purchase Right.

(bb)

“Plan” means this Palisade Bio, Inc. Amended and Restated 2021 Employee Stock Purchase Plan, as amended

from time to time, including both the 423 Component and the Non-423 Component.

(cc)

“Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights

will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(dd)

“Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering

Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase

Periods.

(ee)

“Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(ff)

“Related Corporation” means any “parent corporation” or “subsidiary corporation”

of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(gg)

“Securities Act” means the U.S. Securities Act of 1933, as amended.

(hh)

“Stockholder Approval Date” means the date that the Company’s stockholders approve this Plan,

as amended and restated.

(ii)

“Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on

account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not

limited to, the exercise of a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of

Common Stock acquired under the Plan.

(jj)

“Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed,

including but not limited to the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market

or any successors thereto, is open for trading.

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dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration