Neuraxis, INC

EX-10.1 · ex10-1.htm

EX-10.1
 2
 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 Neuraxis,
Inc.

 2022
Omnibus Securities and Incentive Plan (As Amended As of June 11, 2026)

 Table
of Contents

 Page

 ARTICLE
 I
 PURPOSE
 1

 ARTICLE
 II
 DEFINITIONS
 1

 ARTICLE
 III
 EFFECTIVE
 DATE OF PLAN
 6

 ARTICLE
 IV
 ADMINISTRATION
 6

 Section
 4.1
 Administration
 6

 Section
 4.2
 Powers
 6

 Section
 4.3
 Additional
 Powers
 6

 Section
 4.4
 Delegation
 6

 Section
 4.5
 Power
 and Authority of the Board
 6

 ARTICLE
 V
 Stock
 SUBJECT TO PLAN AND LIMITATIONS THEREON
 7

 Section
 5.1
 Stock
 Grant and Award Limits
 7

 Section
 5.2
 Prior
 Stock Plan
 7

 Section
 5.3
 Common
 Stock Offered
 7

 ARTICLE
 VI
 ELIGIBILITY
 FOR AWARDS
 7

 ARTICLE
 VII
 OPTIONS
 7

 Section
 7.1
 Option
 Period
 7

 Section
 7.2
 Limitations
 on Exercise of Option
 7

 Section
 7.3
 Special
 Limitations on Incentive Stock Options
 8

 Section
 7.4
 Option
 Agreement
 8

 Section
 7.5
 Option
 Price and Payment
 8

 Section
 7.6
 Stockholder
 Rights and Privileges
 9

 Section
 7.7
 Options
 and Rights in Substitution for Stock or Stock Options Granted by Other Corporations
 9

 Section
 7.8
 Prohibition
 Against Repricing
 9

 ARTICLE
 VIII
 RESTRICTED
 STOCK AWARDS
 9

 Section
 8.1
 Restriction
 Period
 9

 Section
 8.2
 Other
 Terms and Conditions
 9

 Section
 8.3
 Payment
 for Restricted Stock
 10

 Section
 8.4
 Restricted
 Stock Award Agreements
 10

 ARTICLE
 IX
 UNRESTRICTED
 STOCK AWARDS
 10

 ARTICLE
 X.
 RESTRICTED
 STOCK UNIT AWARDS
 10

 Section
 10.1
 Terms
 and Conditions
 10

 Section
 10.2
 Payments
 10

 ARTICLE
 XI
 PERFORMANCE
 Stock UNIT AWARDS
 10

 Section
 11.1
 Terms
 and Conditions
 10

 Section
 11.2
 Payments
 10

 - i -

 ARTICLE
 XII
 DISTRIBUTION
 EQUIVALENT RIGHTS
 11

 Section
 12.1
 Terms
 and Conditions
 11

 Section
 12.2
 Interest
 Equivalents
 11

 ARTICLE
 XIII
 STOCK
 APPRECIATION RIGHTS
 11

 Section
 13.1
 Terms
 and Conditions
 11

 Section
 13.2
 Tandem
 Stock Appreciation Rights
 11

 ARTICLE
 XIV
 RECAPITALIZATION
 OR REORGANIZATION
 12

 Section
 14.1
 Adjustments
 to Common Stock
 12

 Section
 14.2
 Recapitalization
 12

 Section
 14.3
 Other
 Events
 12

 Section
 14.4
 Powers
 Not Affected
 13

 Section
 14.5
 No
 Adjustment for Certain Awards
 13

 ARTICLE
 XV
 AMENDMENT
 AND TERMINATION OF PLAN
 13

 ARTICLE
 XVI
 MISCELLANEOUS
 13

 Section
 16.1
 No
 Right to Award
 13

 Section
 16.2
 No
 Rights Conferred
 13

 Section
 16.3
 Other
 Laws; No Fractional Shares; Withholding
 14

 Section
 16.4
 No
 Restriction on Corporate Action
 14

 Section
 16.5
 Restrictions
 on Transfer
 14

 Section
 16.6
 Beneficiary
 Designations
 14

 Section
 16.7
 Rule
 16b-3
 14

 Section
 16.8
 Section
 409A
 15

 Section
 16.9
 Indemnification
 15

 Section
 16.10
 Other
 Plans
 15

 Section
 16.11
 Limits
 of Liability
 15

 Section
 16.12
 Governing
 Law
 15

 Section
 16.13
 Severability
 of Provisions
 15

 Section
 16.14
 No
 Funding
 15

 Section
 16.15
 Headings
 15

 Section
 16.16
 Terms
 of Award Agreements
 15

 - ii -

 Neuraxis,
Inc.

 2022
Omnibus Securities and Incentive Plan (As Amended As of June 11, 2026)

 ARTICLE
I

 PURPOSE

 The
purpose of this Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan (the “ Plan ”)
is to benefit the stockholders of Neuraxis, Inc. , a Delaware corporation (the “ Company ”),
by assisting the Company to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee
consultants to, the Company and its Affiliates, and to align the interests of such employees, non-employee directors and non-employee
consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent
Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Stock Unit Awards, Restricted Stock Awards, Restricted Stock
Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing,
as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.

 ARTICLE
II

 DEFINITIONS

 The
following definitions shall be applicable throughout the Plan unless the context otherwise requires:

 “ Affiliate ”
shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section
424(f) of the Code.

 “ Award ”
shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Stock Unit Award, Restricted Stock Award,
Restricted Stock Unit Award, Stock Appreciation Right or Unrestricted Stock Award.

 “ Award
Agreement ” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms
and conditions of the Award, and each of which shall constitute a part of the Plan.

 “ Board ”
shall mean the Board of Directors of the Company.

 “ Cause ”
shall mean:

 With
respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:

 (a)
If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Cause, the definition contained therein; or

 (b)
If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a
felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach
with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative
publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct with respect to the Company
or an Affiliate; (iv) material violation of state or federal securities laws; or (v) material violation of the Company’s written
policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities,
and ethical misconduct.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 1

 With
respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested Board
members that the Director has engaged in any of the following:

 (a)
malfeasance in office;

 (b)
gross misconduct or neglect;

 (c)
false or fraudulent misrepresentation inducing the director’s appointment;

 (d)
willful conversion of corporate funds; or

 (e)
repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

 The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Holder has been
discharged for Cause

 “ Change
of Control ” shall mean the consummation of any one or more of the following conditions (and the “Change of Control”
shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

 (a)
Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities;

 (b)
The closing of a merger, consolidation or other business combination (a “ Business Combination ”) other than a Business
Combination in which holders of the Common Stock immediately prior to the Business Combination have substantially the same proportionate
ownership of the Company or surviving corporation immediately after the Business Combination as immediately before;

 (c)
The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that
is not an Affiliate;

 (d)
The approval by the holders of shares of Common Stock of a Plan of complete liquidation of the Company other than a liquidation of the
Company into any subsidiary or a liquidation a result of which Persons who were stockholders of the Company immediately prior to such
liquidation have substantially the same proportionate ownership of shares of the surviving corporation immediately after such liquidation
as immediately before; or

 (e)
Within any twenty-four (24)-month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board
of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by
a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph
(e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any
such assumption that results from paragraph (a), (b), (c) or (d) of this definition).

 Notwithstanding
the foregoing, a “Change of Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization
under the United States Bankruptcy Code.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 2

 “ Code ”
shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to any section and any regulation under such section.

 “ Committee ”
shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan.

 “ Common
Stock ” shall mean the common stock, par value $0.001 per share, of the Company.

 “ Company ”
shall mean Neuraxis, Inc., a Delaware corporation, and any successor thereto.

 “ Consultant ”
shall mean any non-Employee advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate
to render bona fide consulting or advisory services thereto.

 “ Continuous
Service ” shall mean that the Holder’s service with the Company or an Affiliate,
whether as an Employee, Consultant or Director, is not interrupted or terminated. The Holder’s Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which the Holder renders service to the Company or an Affiliate
as an Employee, Consultant or Director or a change in the entity for which the Holder renders such service, provided that there
is no interruption or termination of the Holder’s Continuous Service; provided further that if any Award is subject to Section
409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change
in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The
Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case
of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.
The Committee or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division
or subsidiary that employs a Holder, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards,
and such decision shall be final, conclusive and binding.

 “ Director ”
shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

 “ Disability ”
shall mean if Holder (i) 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 can be expected to last for a continuous period of not less than twelve
(12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Company.

 “ Distribution
Equivalent Right ” shall mean an Award granted under ARTICLE XII which entitles the Holder to receive bookkeeping credits, cash
payments and/or Common Stock distributions equal in amount to the distributions that would have been made to the Holder had the Holder
held a specified number of Common Stock during the period the Holder held the Distribution Equivalent Right.

 “ Distribution
Equivalent Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Distribution
Equivalent Right Award.

 “ Effective
Date ” shall have the meaning ascribed to that term in ARTICLE III.

 “ Employee ”
shall mean any employee, including officers, of the Company or an Affiliate.

 “ Exchange
Act ” shall mean the Securities Exchange Act of 1934, as amended.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 3

 “ Fair
Market Value ” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the Code, as
of any specified date, the closing sales price of the Common Stock for such date (or, in the event that the Common Stock are not traded
on such date, on the immediately preceding trading date) as reported in The Wall Street Journal or a comparable reporting service.
If the Common Stock are not listed on a national securities exchange, but are quoted on the OTC Markets OTC Link, the Fair Market Value
of the Common Stock shall be the mean of the bid and asked prices per share of Common Stock for such date. If the Common Stock are not
quoted or listed as set forth above, Fair Market Value shall be determined by the Committee in good faith by any fair and reasonable
means (which means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award Agreement).
The Fair Market Value of property other than Common Stock shall be determined by the Committee in good faith by any fair and reasonable
means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.

 “ Family
Member ” shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the
Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent
(50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets and any other entity
in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

 “ Good
Reason ” shall mean, unless the applicable Award Agreement states otherwise:

 (a)
If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides
for a definition of Good Reason, the definition contained therein; or

 (b)
If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without
the Holder’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt
of a written notice from the Holder describing the applicable circumstances (which notice must be provided by the Holder within ninety
(90) days of the initial existence of the applicable circumstances): (i) any material, adverse change in the Holder’s duties, responsibilities,
authority, title, status or reporting structure; (ii) a material reduction in the Holder’s base salary; or (iii) a geographical
relocation of the Holder’s principal office location by more than fifty (50) miles.

 “ Holder ”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative,
to the extent applicable.

 “ Incentive
Stock Option ” shall mean an Option which is intended by the Committee to constitute an “incentive stock option”
under Section 422 of the Code.

 “ Incumbent
Director ” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not
a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.

 “ Non-Qualified
Stock Option ” shall mean an Option which is not an Incentive Stock Option.

 “ Option ”
shall mean an Award granted under ARTICLE VII of an option to purchase Common Stock and includes both Incentive Stock Options and Non-Qualified
Stock Options.

 “ Option
Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Option.

 “ Performance
Stock Unit ” shall mean a Unit awarded to a Holder pursuant to a Performance Stock Unit Award.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 4

 “ Performance
Stock Unit Award ” shall mean an Award granted under ARTICLE XI under which, upon the satisfaction of predetermined individual
and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based on the number
of Units awarded to the Holder.

 “ Performance
Stock Unit Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock
Unit Award.

 “ Plan ”
shall mean this Neuraxis, Inc. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE
11, 2026) , as amended from time to time, together with each of the Award Agreements utilized hereunder.

 “ Restricted
Stock Award ” shall mean an Award granted under ARTICLE VIII of Common Stock, the transferability of which by the Holder shall
be subject to Restrictions.

 “ Restricted
Stock Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

 “ Restricted
Stock Unit ” shall have the meaning ascribed to that term in Section 10.2.

 “ Restricted
Stock Unit Award ” shall mean an Award granted under ARTICLE X under which, upon the satisfaction of predetermined individual
service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

 “ Restricted
Stock Unit Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock
Unit Award.

 “ Restriction
Period ” shall mean the period of time for which Common Stock subject to a Restricted Stock Award shall be subject to Restrictions,
as set forth in the applicable Restricted Stock Award Agreement.

 “ Restrictions ”
shall mean forfeiture, transfer and/or other restrictions applicable to Common Stock awarded to an Employee, Director or Consultant under
the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Award Agreement.

 “ Rule
16b-3 ” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended
from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

 “ Stock
Appreciation Right ” shall mean an Award granted under ARTICLE XIII of a right, granted alone or in connection with a related
Option, to receive a payment on the date of exercise.

 “ Stock
Appreciation Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Stock
Appreciation Right.

 “ Tandem
Stock Appreciation Right ” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of
which shall result in termination of the otherwise entitlement to purchase some or all of the Common Stock under the related Option,
all as set forth in Section 13.2.

 “ Ten
Percent Stockholder ” shall mean an Employee who, at the time an Option is granted to him or her, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent corporation or subsidiary
corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

 “ Units ”
shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance
Stock Unit Award Agreement, or represents one (1) share of Common Stock for purposes of each Restricted Stock Unit Award.

 “ Unrestricted
Stock Award ” shall mean an Award granted under ARTICLE IX of Common Stock which are not subject to Restrictions.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 5

 “ Unrestricted
Stock Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock
Award.

 ARTICLE
III

 EFFECTIVE
DATE OF PLAN

 The
Plan was effective as of August 8, 2023 (the date on which the U.S. Securities and Exchange Commission declared the Company’s Registration
Statement on Form S-1 (File No. 333-269179) effective under the Securities Act of 1933, as amended (the “ Effective Date ”).

 ARTICLE
IV

 ADMINISTRATION

 Section
4.1. Administration . The Plan shall be administered by the Committee.

 Section
4.2. Powers . Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all
determinations under the Plan, including, but not limited to, determining which Employees, Directors or Consultants shall receive an
Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by
the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests (including acceleration
of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of an Award (including the forfeiture
of the Award (and/or any financial gain) if the Holder of the Award violates any applicable restrictive covenant thereof), the Restrictions
under a Restricted Stock Award and the number of Common Stock which may be issued under an Award, all as applicable. In making such determinations,
the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their
present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee,
in its discretion, shall deem relevant.

 Section
4.3. Additional Powers . The Committee shall have such additional powers as are delegated to it under the other provisions of the
Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements
executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of
the Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as
shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all
other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this ARTICLE IV shall be conclusive and binding on the Company and all
Holders.

 Section
4.4. Delegation . The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions
and limitations as the Committee may establish, in its sole discretion, the authority to grant Awards; provided, however, that the Committee
shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate who are
subject to Section 16 of the Exchange Act, or (ii) in such a manner as would cause the Plan not to comply with the requirements of applicable
law or applicable exchange rules.

 Section
4.5. Power and Authority of the Board . Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time
and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless
the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3, other applicable
law or applicable exchange rules, and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as
independent directors within the meaning of the independence rules of any applicable securities exchange where the shares of Common Stock
are then listed) may grant Awards to Directors who are not also Employees.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 6

 ARTICLE
V

 STOCK
SUBJECT TO PLAN AND LIMITATIONS THEREON

 Section
5.1. Stock Grant and Award Limits . The Committee may from time to time grant Awards to one or more Employees, Directors and/or
Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of ARTICLE VI. Subject to
ARTICLE XIV, the aggregate number of shares of Common Stock (including shares of Common Stock underlying Options designated as Incentive
Stock Options) that may be issued under the Plan shall not exceed three million four hundred thousand (3,400,000) shares of Common Stock,
plus an annual increase on the first day of each calendar year beginning January 1, 2027 and ending on and including January 1, 2033
equal to the lesser of (A) five percent (5%) of the Common Shares outstanding on the final day of the immediately preceding calendar
year, and (B) such smaller number of Common Shares as determined by the Board or the Compensation Committee. The Common Stock shall be
deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent that
an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its Holder
terminate, any Common Stock subject to such Award shall again be available for the grant of a new Award.

 Section
5.2. Prior Stock Plan . On and after stockholder approval of this Plan, no awards shall be granted under that certain Innovative
Health Solutions, Inc. 2017 Stock Compensation Plan dated as of October 12, 2017, as amended on each of September 13, 2019, September
9, 2021, and November 1, 2022 (as amended, the “ Prior Plan ”), but all outstanding awards previously granted under
the Prior Plan shall remain outstanding and subject to the Prior Plan’s terms. However, to the extent that an award under the Prior
Plan lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder
terminate, any Common Stock subject to such award shall again be available for the grant of a new Award under this Plan.

 Section
5.3. Common Stock Offered . The Common Stock to be offered pursuant to the grant of an Award may be authorized but unissued Common
Stock or Common Stock previously issued and outstanding and reacquired by the Company.

 ARTICLE
VI

 ELIGIBILITY
FOR AWARDS

 Awards
made under the Plan may be granted solely to persons who, at the time of grant, are Employees, Directors or Consultants (or any such
person to whom an offer of employment or engagement with the Company or any Affiliate is extended). An eligible person must be a natural
person, and may only be granted an Award in connection with the provision of services. An Award may be granted on more than one occasion
to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include a Non-Qualified
Stock Option, a Restricted Stock Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Unit
Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, any combination thereof or, solely for Employees, an Incentive
Stock Option.

 ARTICLE
VII

 OPTIONS

 Section
7.1. Option Period . The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set
forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.

 Section
7.2. Limitations on Exercise of Option . An Option shall be exercisable in whole or in such installments and at such times as specified
in the Option Agreement.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 7

 Section
7.3. Special Limitations on Incentive Stock Options . To the extent that the aggregate Fair Market Value (determined at the time
the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation
thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand
Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive
Stock Options that exceeds such threshold shall be treated as Non-Qualified Stock Options. Incentive Stock Options shall be granted to
Employees only. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to
the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination
as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive
Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the
Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to the Incentive Stock Option,
and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No
Incentive Stock Option shall be granted more than ten (10) years from the date on which the Plan is approved by the Company’s stockholders.
The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy
the applicable requirements for “incentive stock option” status under Section 422 of the Code.

 Section
7.4. Option Agreement . Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended
to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in
part, by the delivery of a number of Common Stock (plus cash if necessary) that have been owned by the Holder for at least six (6) months
and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to
time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall specify the
effect of termination of employment, Director status or Consultant status on the exercisability of the Option. Moreover, without limiting
the generality of the foregoing, an Option Agreement may provide for a “cashless exercise” of the Option, in whole or in
part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale
or margin loan as to all or a part of Common Stock to which he is entitled to receive upon exercise of the Option, pursuant to an extension
of credit by the Company to the Holder of the Option price, (ii) the delivery of the Common Stock from the Company directly to a brokerage
firm, and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or
(b) reducing the number of Common Stock to be issued upon exercise of the Option by the number of such shares having an aggregate Fair
Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. Each Option
Agreement shall specify the effect of the termination of the Holder’s Continuous Service on the exercisability of the Option. An
Option Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Options, including,
but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee
wage withholding requirements), and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee
shall, in its sole discretion, determine. The terms and conditions of the respective Option Agreements need not be identical.

 Section
7.5. Option Price and Payment . The price at which shares of Common Stock may be purchased upon exercise of an Option shall be
determined by the Committee and shall not be less than the Fair Market Value of a share of Common Stock on the date of grant of such
Option; provided, however, that such Option price as determined by the Committee shall be subject to adjustment as provided in ARTICLE
XIV. The Option price or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and
the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Common Stock otherwise
issuable in connection with the exercise of the Option, for purposes of Section 7.4(b). Separate stock certificates shall be issued by
the Company for Common Stock acquired pursuant to the exercise of an Incentive Stock Option and for Common Stock acquired pursuant to
the exercise of a Non-Qualified Stock Option.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 8

 Section
7.6. Stockholder Rights and Privileges . The Holder of an Option shall be entitled to all the privileges and rights of a stockholder
of the Company solely with respect to such Common Stock as have been purchased under the Option and for which stock certificates have
been registered in the Holder’s name.

 Section
7.7. Options and Rights in Substitution for Stock or Stock Options Granted by Other Corporations . Options may be granted under
the Plan from time to time in substitution for stock or stock options held by individuals employed by entities who become Employees as
a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or
an Affiliate of the assets of the employing entity or the acquisition by the Company or an Affiliate of stock of the employing entity
with the result that such employing entity becomes an Affiliate.

 Section
7.8. Prohibition Against Repricing . Except to the extent (i) approved in advance by holders of a majority of the shares of the
Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided
in ARTICLE XIV and subject to Section 409A of the Code, the Committee shall not have the power or authority to reduce, whether through
amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make
any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.

 ARTICLE
VIII

 RESTRICTED
STOCK AWARDS

 Section
8.1. Restriction Period . At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable
to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction
Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2

 Section
8.2. Other Terms and Conditions . Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Award Agreement, the
Holder shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, including the entitlement
to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be entitled to delivery
of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the stock certificate
during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Award Agreement shall cause a forfeiture of the Restricted Stock Award.
At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating
to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status
or Consultant status prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall be set forth
in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock Award Agreement may also include provisions
relating to (I) subject to the provisions hereof, accelerated vesting of Awards, including, but not limited to, accelerated vesting upon
the occurrence of a Change of Control, (II) tax matters (including provisions covering any applicable Employee wage withholding requirements),
and (III) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall, in its sole discretion,
determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 9

 Section
8.3. Payment for Restricted Stock . The Committee shall determine the amount and form of any payment from a Holder for Common Stock
received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required
to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

 Section
8.4. Restricted Stock Award Agreements . At the time any Award is made under this ARTICLE VIII, the Company and the Holder shall
enter into a Restricted Stock Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee
may determine to be appropriate.

 ARTICLE
IX

 UNRESTRICTED
STOCK AWARDS

 Pursuant
to the terms of the applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold) Common Stock which are not subject
to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

 ARTICLE
X

 RESTRICTED
STOCK UNIT AWARDS

 Section
10.1. Terms and Conditions . The Committee shall set forth in the applicable Restricted Stock Unit Award Agreement the individual
service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to payment pursuant
to Section 10.2 and the number of Units awarded to the Holder. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards, including, but not limited to, rules
pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable vesting
period. The terms and conditions of the respective Restricted Stock Unit Award Agreements need not be identical.

 Section
10.2. Payments . The Holder of a hypothetical Common Stock unit (“ Restricted Stock Unit ”) shall be entitled
to receive a cash payment equal to the Fair Market Value of shares of Common Stock, or one (1) shares of Common Stock, as determined,
in the sole discretion, of the Committee and as set forth in the Restricted Stock Unit Award Agreement, for each Restricted Stock Unit
subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement.

 ARTICLE
XI

 PERFORMANCE
STOCK UNIT AWARDS

 Section
11.1. Terms and Conditions . The Committee shall set forth in the applicable Performance Stock Unit Award Agreement the performance
goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would
be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.2, the number of Units awarded to the
Holder and the dollar value assigned to each such Unit. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Performance Stock Unit Awards, including, but not limited to, rules pertaining
to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable performance period.
The terms and conditions of the respective Performance Stock Unit Award Agreements need not be identical.

 Section
11.2. Payments . The Holder of a Performance Stock Unit shall be entitled to receive a cash payment equal to the dollar value or
number of shares of Common Stock assigned to such Unit under the applicable Performance Stock Unit Award Agreement if the Holder and/or
the Company satisfy (or partially satisfy, if applicable under the applicable Performance Stock Unit Award Agreement) the performance
goals and objectives set forth in such Performance Stock Unit Award Agreement.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 10

 ARTICLE
XII

 DISTRIBUTION
EQUIVALENT RIGHTS

 Section
12.1. Terms and Conditions . The Committee shall set forth in the applicable Distribution Equivalent Right Award Agreement the
terms and conditions applicable to such Award, including whether the Holder is to receive credits currently in cash, is to have such
credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Common Stock or is to be entitled to
choose among such alternatives. Distribution Equivalent Rights may be settled in cash or in Common Stock, as set forth in the applicable
Distribution Equivalent Right Award Agreement. A Distribution Equivalent Right may, but need not, be awarded in tandem with another Award,
whereby, if so awarded, such Distribution Equivalent Right shall expire, terminate or be forfeited by the Holder, as applicable, under
the same conditions as under such other Award.

 Section
12.2. Interest Equivalents . The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Right may provide
for the crediting of interest on a Distribution Equivalent Right to be settled in cash at a future date, at a rate set forth in the applicable
Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

 ARTICLE
XIII

 STOCK
APPRECIATION RIGHTS

 Section
13.1. Terms and Conditions . The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the terms
and conditions of the Stock Appreciation Right, including (i) the base value (the “ Base Value ”) for the Stock Appreciation
Right, which for purposes of a Stock Appreciation Right which is not a Tandem Stock Appreciation Right, shall be not less than the Fair
Market Value of a Common Stock on the date of grant of the Stock Appreciation Right, (ii) the number of Common Stock subject to the Stock
Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however , that no Stock
Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special
rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion
of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Common Stock having an
equivalent Fair Market Value or in a combination of both, as determined, in the sole discretion of the Committee, equal to the product
of:

 (a)
The excess of (i) the Fair Market Value of a share of Common Stock on the date of exercise, over (ii) the Base Value, multiplied by;

 (b)
The number of Common Stock with respect to which the Stock Appreciation Right is exercised.

 Section
13.2. Tandem Stock Appreciation Rights . If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock
Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special
rules shall apply:

 (a)
The Base Value shall be equal to or greater than the per share of Common Stock exercise price under the related Option;

 (b)
The Tandem Stock Appreciation Right may be exercised for all or part of the Common Stock which are subject to the related Option, but
solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when
shares of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall
be cancelled);

 (c)
The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 11

 (d)
The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference
between the per share of Common Stock exercise price under the related Option and the Fair Market Value of the Common Stock subject to
the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Common Stock with respect
to which the Tandem Stock Appreciation Right is exercised; and

 (e)
The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Common Stock subject to the related Option
exceeds the per share of Common Stock exercise price under the related Option.

 ARTICLE
XIV

 RECAPITALIZATION
OR REORGANIZATION

 Section
14.1. Adjustments to Common Stock . The shares with respect to which Awards may be granted under the Plan are Common Stock as presently
constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Common Stock underlying
an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Common Stock or the payment of a Common
Stock dividend on Common Stock without receipt of consideration by the Company, the number of Common Stock with respect to which such
Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Common Stock,
shall be proportionately increased, and the purchase price per share of Common Stock shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding Common Stock, shall be proportionately reduced, and the purchase price per share of
Common Stock shall be proportionately increased. Notwithstanding the foregoing or any other provision of this ARTICLE XIV, any adjustment
made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code,
and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an
“incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply
with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-Qualified
Stock Option granted under the Plan to become subject to Section 409A of the Code.

 Section
14.2. Recapitalization . If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise
or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable)
under such Award, in lieu of the number of Common Stock then covered by such Award, the number and class of shares and securities to
which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization,
the Holder had been the holder of record of the number of Common Stock then covered by such Award.

 Section
14.3. Other Events . In the event of changes to the outstanding Common Stock by reason of extraordinary cash dividend, reorganization,
merger, consolidation, combination, split-up, spin-off, exchange, stock split, reverse stock split or other relevant changes in capitalization
occurring after the date of the grant of any Award and not otherwise provided for under this ARTICLE XIV, any outstanding Awards and
any Award Agreements evidencing such Awards shall be adjusted by the Committee, in such manner as the Committee shall deem equitable
or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Common Stock or
other consideration subject to such Awards. In the event of any adjustment pursuant to Section 14.1, Section 14.2 or this Section 14.3,
the aggregate number of Common Stock available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Committee,
the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person
who has an outstanding Award. The number of Common Stock subject to any Award shall be rounded to the nearest whole number.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 12

 Section
14.4. Powers Not Affected . The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or
power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other
change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity
securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

 Section
14.5. No Adjustment for Certain Awards . Except as hereinabove expressly provided, the issuance by the Company of shares of any
class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise
of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or
other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason
thereof shall be made with respect to the number of Common Stock subject to Awards theretofore granted or the purchase price per share
of Common Stock, if applicable.

 ARTICLE
XV

 AMENDMENT
AND TERMINATION OF PLAN

 The
Plan shall continue in effect, unless sooner terminated pursuant to this ARTICLE XV, until the tenth (10th) anniversary of the date on
which it is adopted by the Board (except as to Awards outstanding on that date). The Board, in its discretion, may terminate the Plan
at any time with respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination
shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of
the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however,
stockholder approval shall be required for ay modification of the Plan that (i) requires stockholder approval under the rules or regulations
of the Securities and Exchange Commission or any securities exchange applicable to the Company, (ii) increases the number of shares authorized
under the Plan as specified in Section 5.1, or (iii) amends, modifies or suspends Section 7.8 (repricing prohibitions) or this ARTICLE
XV. In addition, unless otherwise permitted under the Award Agreement, no change in any Award theretofore granted may be made which would
materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder.

 ARTICLE
XVI

 MISCELLANEOUS

 Section
16.1. No Right to Award . Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be
deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed
on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

 Section
16.2. No Rights Conferred . Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation
of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate
the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s
membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership
on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of such Consultant’s consulting
engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate
a Consultant’s consulting engagement with the Company or an Affiliate at any time.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 13

 Section
16.3. Other Laws; No Fractional Shares; Withholding . The Company shall not be obligated by virtue of any provision of the Plan
to recognize the exercise of any Award or to otherwise sell or issue Common Stock in violation of any laws, rules or regulations, and
any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the
Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Common Stock issuable
thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable
law, rules or regulations, including, but not limited to, any failure to comply with the requirements of Section 409A of the Code. No
fractional Common Stock shall be delivered, nor shall any cash in lieu of fractional Common Stock be paid. The Company shall have the
right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld
and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form
of Common Stock, no Common Stock shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy
any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose,
the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time
to time, permit Holders to elect to tender, Common Stock (including Common Stock issuable in respect of an Award) to satisfy, in whole
or in part, the amount required to be withheld.

 Section
16.4. No Restriction on Corporate Action . Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate
from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether
or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary
or other person shall have any claim against the Company or any Affiliate as a result of any such action.

 Section
16.5. Restrictions on Transfer . No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall
or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i)
by will or by the laws of descent and distribution, or (ii) except for an Incentive Stock Option, by gift to any Family Member of the
Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal
representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely
by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided
for under Section 16.3.

 Section
16.6. Beneficiary Designations . The Committee may also establish procedures as it deems appropriate for a Holder to designate
a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Holder and receive any property distributable with
respect to any Award in the event of the Holder’s death. In the absence of any such written beneficiary designation, for purposes
of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

 Section
16.7. Rule 16b-3 . It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall
meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award
under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have
been amended as necessary to conform to the requirements of Rule 16b-3.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 14

 Section
16.8. Section 409A . Notwithstanding anything in the Plan or any Award to the contrary, to the extent that any amount or benefit
that constitutes “deferred compensation” to a Holder under Section 409A of the Code and applicable guidance thereunder is
otherwise payable or distributable to a Holder under the Plan or any Award solely by reason of the occurrence of a change in control
event or due to the Holder’s Disability or “separation from service” or similar terms under this Plan, such amount
or benefit will not be payable or distributable to the Holder by reason of such circumstance unless the Committee determines in good
faith that (i) the circumstances giving rise to such change in control event, Disability or separation from service meet the definition
of a change in control event, Disability or separation from service, as the case may be, in Section 409A of the Code and applicable proposed
or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A
of the Code by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to
a Holder who is a “specified employee” (as defined under Section 409A of the Code) on account of separation from service
may not be made before the date which is six (6) months after the date of the specified employee’s separation from service (or
if earlier, upon the specified employee’s death) unless the payment or distribution is exempt from the application of Section 409A
of the Code by reason of the short-term deferral exemption or otherwise.

 Section
16.9. Indemnification . Each person who is or shall have been a member of the Board or of the Committee shall be indemnified and
held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred thereby
in connection with or resulting from any claim, action, suit or proceeding to which such person may be made a party or may be involved
by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof,
with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit or proceeding against such
person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive
and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate
of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

 Section
16.10. Other Plans . No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s
salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan
of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received.
Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees,
directors and other service providers, in cash or property, in a manner which is not expressly authorized under the Plan.

 Section
16.11. Limits of Liability . Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations
created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have
any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

 Section
16.12. Governing Law . Except as otherwise provided herein, the Plan shall be construed in accordance with Delaware law, without
regard to principles of conflicts of law.

 Section
16.13. Severability of Provisions . If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision
had not been included in the Plan.

 Section
16.14. No Funding . The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or
to make any other segregation of funds or assets to ensure the payment of any Award.

 Section
16.15. Headings . Headings used throughout the Plan are for convenience only and shall not be given legal significance.

 Section
16.16. Terms of Award Agreements . Each Award shall be evidenced by an Award Agreement. The terms of the Award Agreements utilized
under the Plan need not be the same.

 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN (AS AMENDED AS OF JUNE 11, 2026) PAGE 15

EX-10.2 · ex10-2.htm

EX-10.2
 3
 ex10-2.htm
 EX-10.2

 Exhibit
10.2

 Employee
Stock Purchase Plan (“ESPP”)

 NEURAXIS,
INC.

 2025
EMPLOYEE STOCK PURCHASE PLAN

 Compensation
Committee and Board of Directors Approval: July 1, 2025 (amendment approved by the Compensation Committee and Board of Directors on April
9, 2026)

 APPROVED
BY THE STOCKHOLDERS: June 10, 2026

 EFFECTIVE
DATE: July 1, 2025

 1.
 General;
 Purpose.

 (a)
The Plan provides a means by which Eligible Employees of the Company 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 only a 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.

 (c)
The Company, by means of the Plan, seeks to retain the services of such 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.

 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)
Deleted.

 (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.

 1

 (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 to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component.

 (viii)
To delegate specified administrative responsibilities associated with a particular Offering to one or more Directors or Employees, as
set forth in the applicable Offering Document.

 (c)
If administration is conducted by the Committee, the Committee will have, in connection with the administration of the Plan, the powers
of the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise
(and references to the Board in this Plan and in any applicable Offering Document will thereafter be to the Committee or subcommittee,
as applicable, except where context dictates otherwise), subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time. The Board retains the authority to concurrently administer the Plan with the 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 100,000 shares of Common Stock, plus the number of shares of Common Stock that are automatically
added on January 1st of each calendar year for a period of up to ten years, commencing on January 1, 2026, and ending on (and including)
January 1, 2035, in an amount equal to the lesser of (i) 1% of the total number of shares of the Company’s capital stock outstanding
on December 31st of the preceding fiscal year, and (ii) 100,000 shares of Common Stock. Notwithstanding the foregoing, the Board may
act prior to February 1st of any calendar year to provide that there will be no February 1st increase in the share reserve for such year
or that the increase in the share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur
pursuant to the preceding sentence. 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.

 (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.

 2

 (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: (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. 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 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 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 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.

 (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 if, immediately after any such Purchase Rights are granted, such Employee
owns stock possessing ten percent or more of the total combined voting power or value of all classes of stock of the Company. 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.

 3

 (d)
As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together
with any other rights granted under all Employee Stock Purchase Plans of the Company, do not permit such Eligible Employee’s rights
to purchase stock of the Company to accrue at a rate which, when aggregated, exceeds U.S. $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, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding
the foregoing, the Board may 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.

 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 or $25,000, whichever is lower (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
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:

 (i)
an amount equal to 85% of the lowest closing date price during the six month period immediately preceding the Purchase Date.

 4

 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, within the time specified in the Offering, an enrollment form provided by the Company. 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 practicable 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, in addition
to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the 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 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 law) or (ii) is otherwise no longer eligible to participate. The Company will distribute to such individual as soon
as practicable all of his or her accumulated but unused Contributions.

 (d)
Deleted. a.

 (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 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 and such remaining amount is less than the amount required to purchase one (1) whole share of
Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for
the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible
to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date
without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in
a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1)
whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such
Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by
Applicable Law).

 5

 (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 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 as soon as practicable to the Participants without interest
(unless the payment of interest is otherwise required by Applicable Law).

 (d)
The Board may, in its discretion, establish a holding period for any shares of Common Stock purchased in a particular Offering unless
such holding period is prohibited by Applicable Laws. The holding period, if any, will commence on the Purchase Date and will not exceed
one year; provided that the holding period, if any, with respect to any Participant will end automatically if either (i) the Participant
is no longer an Employee, or (ii) a Corporate Transaction occurs. During such holding period, the holder of the shares of Common Stock
will not be permitted to sell such shares and the shares will be designated with an applicable resale restriction. The applicable holding
period will be set forth in the Offering Document for the applicable Offering, and each Participant will be required to agree to such
holding period as a condition to participating in the Offering.

 9.
 COVENANTS
 OF THE COMPANY.

 The
Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency 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 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.

 6

 (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 within ten business days 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.

 (c)
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 comply 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 Compensation Committee of 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.

 7

 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, to enable the Company to fulfill any withholding obligation for
Tax-Related Items. Without limitation to the foregoing, the amount necessary to satisfy such withholding obligation may be withheld (i)
from the Participant’s salary or any other cash payment due to the Participant from the Company or (ii) from the proceeds of the
sale of shares of Common Stock acquired under the Plan.

 14.
 EFFECTIVE
 DATE OF PLAN.

 The
Plan will become effective on the Effective Date. The stockholders of the Company must approve the Plan within 12 months after the date
the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Compensation Committee of the Board.

 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 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 on the part of the Company to continue the employment of a Participant.

 8

 (d)
The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflict 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.

 As
used in the Plan, the following definitions will apply to the capitalized terms indicated below:

 (a)
“ 423 Component ” means the part of the Plan pursuant to which Purchase Rights that satisfy the requirements
for an Employee Stock Purchase Plan may be granted to Eligible Employees.

 (b)
“ Applicable Law ” means shall mean 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, New York Stock Exchange or the Financial Industry
Regulatory Authority).

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

 (d)
“ 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.

 (e)
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance
thereunder .

 (f)
“ 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).

 (g)
“ Common Stock ” means the common stock of the Company.

 (h)
“ Company ” means NeurAxis, Inc., a Delaware corporation.

 (i)
 “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.

 9

 (j)
“ 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.

 (k)
“ Director ” means a member of the Board.

 (l)
“ Effective Date ” means the date the Compensation Committee of the Board adopts the Plan.

 (m)
“ 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.

 (n)
“ 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. 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.

 (o)
“ 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.

 (p)
“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder.

 (q)
“ 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, unless otherwise determined by the Board, 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 in a manner that complies with Sections 409A of the Code.

 (iii)
Notwithstanding the foregoing, for any Offering that commences on the Listing Date, the Fair Market Value of the shares of Common Stock
on the Offering Date will be the closing sales price for such stock as quoted on the applicable stock exchange on the Listing Date, as
reported in such source as the Board deems reliable.

 10

 (r)
“ 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).

 (s)
“ Listing Date ” means the date that the Common Stock is first traded on the New York Stock Exchange.

 (t)
Deleted

 (u)
“ 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.

 (v)
“ Offering Date ” means a date selected by the Board for an Offering to commence.

 (w)
“ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act.

 (x)
“ Participant ” means an Eligible Employee who holds an outstanding Purchase Right.

 (y)
“ Plan ” means this NeurAxis, Inc. 2025 Employee Stock Purchase Plan, as amended from time to time, including
the 423 Component.

 (z)
“ Purchase Date ” means one or more dates during a Purchase Period as set forth in the Offering Documents.

 (aa)
“ Purchase Period ” means a period of time specified within an Offering, generally determined to be the non-black
out period of time referred to in 7(b) of the Company’s Policy on Insider Trading defined as the period beginning on the 4 th
day after a quarterly or annual earnings release and ending on the 15 th day of the following month . An Offering may consist
of one or more Purchase Periods.

 (bb)
“ Purchase Right ” means an option to purchase shares of Common Stock granted pursuant to the Plan.

 (cc)
Deleted

 (dd)
“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

 (ee)
“ 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.

 (ff)
“ 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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