Exhibit 4.2


 


REZOLUTE, INC.


2022
EMPLOYEE STOCK PURCHASE PLAN


 


(As Adopted June 16, 2022)


 


1.             General.


 


(a)            Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock through accumulated payroll deductions. The Company’s intention is to have the Plan and Offerings thereunder qualify as an
 “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan, accordingly, will be construed
so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423
of the Code.


 


(b)            Effectiveness.
The first Offering Period under the Plan will commence on the first Trading Day on or after the first Offering Date determined
by the Administrator in its sole discretion, as provided in Section 4.


 


2.            Definitions.


 


(a)           “Administrator”
means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 14.


 


(b)           “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where awards are, or will be, granted under the Plan.


 


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


 


(d)            “Change
in Control” means the occurrence of any of the following events:


 


(i)            Any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50%
or more of the total voting power represented by the Company’s then outstanding voting securities; or


 


(ii)            The
consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or


 


(iii)            The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or


 






     


     


    

 


(iv)            A
change in the composition of the Board occurring within a 2 year period, as a result of which less than a majority of the Directors are
Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of
the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors
at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of Directors to the Company).


 


(e)            “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(f)            “Committee”
means a committee of the Board appointed in accordance with Section 14 hereof.


 


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


 


(h)            “Company”
means Rezolute, Inc., a Nevada corporation.


 


(i)            “Compensation”
means an Employee’s base straight time gross earnings and commissions, exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and other compensation.


 


(j)            “Designated
Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion
as eligible to participate in the Plan or any Offering.


 


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


 


(l)            “Eligible
Employee” means any individual who is a common law employee of an Employer and is customarily employed for at least 20
hours per week. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on
sick leave or other leave of absence that the Employer approves. Where the period of leave exceeds 90 days and the individual’s
right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated
on the 91st day of such leave. The Administrator, in its discretion, from time to time may, prior to the Offering Date of an Offering,
determine (on a uniform and nondiscriminatory basis) that the definition of Eligible Employee will or will not include an individual
if they: (i) have not completed a period of time as may be determined by the Administrator in its discretion (but not to exceed
2 years of service since their last hire date), (ii) customarily work not more than 20 hours per week (or such lesser period of
time as may be determined by the Administrator in its discretion), (iii) customarily work not more than 5 months per calendar year
(or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) are a highly compensated employee
under Section 414(q) of the Code with compensation above a certain level or who are Officers or subject to the disclosure requirements
of Section 16(a) of the Exchange Act. Notwithstanding any provision of the Plan, the Administrator may in its sole discretion
prior to the Offering Date of an Offering determine that citizens or residents of a foreign jurisdiction who are employed by the Company
or a Designated Subsidiary shall not be Eligible Employees if, as of the Offering Date of the grant of an Option to citizens or residents
of the foreign jurisdiction is prohibited under the laws of such jurisdiction; or compliance with the laws of the foreign jurisdiction
would cause the Offering to violate the requirements of Code Section 423. For rules regarding participation of foreign Subsidiaries,
Section 27 shall govern.


 






    	 	2	 



     


    

 


(m)            “Employer”
means any one or all of the Company and its Designated Subsidiaries.


 


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


 


(o)            “Exercise
Date” means the last Trading Day of each Purchase Period. Notwithstanding the foregoing, the Administrator, in its discretion,
from time to time may, prior to the Offering Date of an Offering, determine (on a uniform and nondiscriminatory basis) when the Exercise
Dates will occur during a Purchase Period.


 


(p)            “Fair
Market Value” means, with respect to shares of Common Stock, the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the Administrator. Notwithstanding the foregoing, unless otherwise
determined by the Administrator, the Fair Market Value of shares of Common Stock on a given date for purposes of the Plan shall be the
closing sale price of the shares as reported on the NASDAQ Global Market on such date or, if such market is not open for trading on such
date, on the most recent preceding date when such market is open for trading.


 


(q)            “Fiscal
Year” means the fiscal year of the Company.


 


(r)            “New
Exercise Date” means a new Exercise Date set by shortening any Offering Period then in progress.


 


(s)            “Offering”
means the grant of Options to purchase shares of Common Stock under the Plan to Eligible Employees. The terms of each Offering need
not be identical; provided, however, that the rights and privileges established with respect to an Offering will apply in an identical
manner to all employees of the Company and each Designated Subsidiary that are granted Options under the Offering.


 


(t)            “Offering
Date” means the first Trading Day of each Offering Period.


 


(u)            “Offering
Period” means the period of time the Administrator may determine prior to an Offering Date, for Options to be granted on
such Offering Date, during which an Option granted under the Plan may be exercised, not to exceed 27 months. Unless the Administrator
provides otherwise, Offering Periods will have a duration of approximately 6 months (i) commencing on the first Trading Day on or
after January 1 of each year and terminating on the last Trading Day in the period ending the following June 30, approximately
6 months later, and (ii) commencing on the first Trading Day on or after July 1 of each year and terminating on the last Trading
Day in the period ending the following December 31, approximately 6 months later. The duration and timing of Offering Periods may
be changed pursuant to Sections 4, 19 and 20.


 






    	 	3	 



     


    

 


(v)            “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


 


(w)            “Option”
means an option to purchase shares of Common Stock granted pursuant to the Plan.


 


(x)            “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(y)            “Participant”
means an Eligible Employee who holds an outstanding Option granted pursuant to the Plan.


 


(z)            “Plan”
means this Rezolute, Inc. 2022 Employee Stock Purchase Plan, as set forth herein and as may be amended from time to time.


 


(aa)          “Purchase
Period” means the period during an Offering Period during which shares of Common Stock may be purchased on a Participant’s
behalf in accordance with the terms of the Plan or Offering. Unless and until the Administrator provides otherwise, the Purchase Period
will have the same duration and coincide with the length of the Offering Period.


 


(bb)         “Purchase
Price” shall be determined by the Administrator (on a uniform and nondiscriminatory basis) prior to an Offering Date for
all Options to be granted on such Offering Date, subject to compliance with Section 423 of the Code and Treasury regulations promulgated
thereunder (or any successor rule or provision or any other Applicable Laws) or pursuant to Section 20. Unless and until the
Administrator provides otherwise with respect to an Offering, the Purchase Price will be equal to 85% of the Fair Market Value of a share
of Common Stock on the Offering Date or the Exercise Date, whichever is lower.


 


(cc)          “Securities
Act” means the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.


 


(dd)         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


(ee)          “Trading
Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.


 






    	 	4	 



     


    

 


3.            Eligibility.


 


(a)            Offering
Periods.  Any individual who is an Eligible Employee on a given Offering Date of any Offering Period will be eligible
to participate in the Plan, subject to the requirements of Section 5.


 


(b)            Limitations.  Any
provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an Option under the Plan (i) to the
extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible
Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the
Company and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that their rights
to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or
Subsidiary of the Company accrues at a rate which exceeds $25,000 worth of stock (determined at the Fair Market Value of the stock at
the time such Option is granted) for each calendar year in which such Option is outstanding at any time.


 


4.            Offering
Periods.  The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the
first Trading Day on or after January 1 and July 1 each year, or on such other date as the Administrator will determine, and
continuing thereafter until terminated in accordance with Section 20 hereof. The first Offering Period under the Plan will commence
on the first Trading Day on or after July 1, 2022, and will end on the last Trading Day in the period ending December 31, 2022,
approximately 6 months later. The Administrator will have the power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future Offerings without stockholder approval if such change is announced prior to the scheduled beginning
of the first Offering Period to be affected thereafter.


 


5.            Participation.  An
Eligible Employee may participate in the Plan pursuant to Section 3 by (a) submitting to the Company’s payroll office
(or its designee), on or before a date prescribed by the Administrator prior to an applicable Offering Date, a properly completed subscription
agreement, substantially in the form of Exhibit A or such other form suggested by the Administrator from time to time, authorizing
payroll deductions in the form provided by the Administrator for such purpose, or (b) following an electronic or other enrollment
procedure prescribed by the Administrator.


 


6.            Payroll
Deductions.


 


(a)            At
the time a Participant enrolls in the Plan pursuant to Section 5, they will elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding 15% of the Compensation which they receives on each pay day during the Offering
Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have the payroll deductions made on such
day applied to their account under the subsequent Purchase or Offering Period. A Participant’s subscription agreement will remain
in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.


 






    	 	5	 



     


    

 


(b)            Payroll
deductions for a Participant will commence on the first pay day following the Offering Date and will end on the last pay day prior to
the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided
in Section 10 hereof.


 


(c)            All
payroll deductions made for a Participant will be credited to their account under the Plan and will be withheld in whole percentages
only. A Participant may not make any additional payments into such account.


 


(d)            A
Participant may discontinue their participation in the Plan as provided in Section 10 by (i) properly completing and submitting
to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator, the form provided by the
Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a Participant
has not followed such procedures, the rate of their payroll deductions will continue at the originally elected rate throughout the Offering
Period and future Offering Periods (unless terminated as provided in Section 10). Unless the Administrator determines otherwise
prior to the beginning of an Offering Period, a Participant may not increase or decrease the rate of their payroll deductions during
the Offering Period, other than a decrease due to a discontinuance of participation. To the extent the Administrator permits changes
in payroll deductions, the Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes
that may be made by Participants during any Offering Period.


 


(e)            Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), or if the Administrator
reasonably anticipates a Participant has contributed a sufficient amount to purchase a number of shares of Common Stock equal to or in
excess of the applicable limit for such Offering Period (as set forth in Section 7 or as established by the Administrator), a Participant’s
payroll deductions may be decreased to 0% at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and
Section 3(b) hereof, or for Participants who have had their contributions reduced due to the applicable limits on the maximum
number of shares that may be purchased in any Offering Period, payroll deductions will recommence at the rate originally elected by the
Participant effective as of the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 10.


 


(f)            At
the time the Option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed
of, the Participant must make adequate provision for the Company’s or Employer’s federal, state, or any other tax liability
payable to any authority, national insurance, Social Security or other tax withholding obligations, if any, which arise upon the exercise
of the Option or the disposition of the Common Stock. At any time, the Company or the Employer may, but will not be obligated to, withhold
from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations,
including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale
or early disposition of Common Stock by the Eligible Employee.


 






    	 	6	 



     


    

 


(g)            Notwithstanding
any provision of the Plan, no payroll deductions may commence during an Offering Period unless the shares of Common Stock to be issued
upon exercise of the Options granted in the Offering are covered by an effective registration statement pursuant to the Securities Act.
If on an Offering Date the shares of Common Stock are not so registered, no payroll deductions shall take effect on such Offering Date,
and the Offering Date shall be delayed until the shares of Common Stock are subject to such an effective registration statement.


 


7.            Grant
of Option.  On the Offering Date of each Offering, each Eligible Employee participating in such Offering will be
granted an Option to purchase on each Exercise Date during the applicable Offering Period (at the applicable Purchase Price) up to a
number of shares of Common Stock determined by dividing such Eligible Employee’s payroll deductions accumulated prior to such Exercise
Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in
no event will an Eligible Employee be permitted to purchase during each Offering Period more than 5,000 shares of the Common Stock (subject
to any adjustment made by the Administrator and announced prior to the scheduled beginning of the first Offering Period to be affected
thereafter or pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(b) and
13. The Eligible Employee may accept the grant of such Option by electing to participate in the Plan in accordance with the requirements
of Section 5. The Administrator may, for future Offerings, increase or decrease, in its absolute discretion, the maximum number
of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period or Offering Period. Exercise of the Option
will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The Option will expire on
the last day of the Offering Period.


 


8.            Exercise
of Option.


 


(a)            Unless
a Participant withdraws from the Plan as provided in Section 10, their Option will be exercised automatically on the Exercise Date,
and the maximum number of full shares subject to the Option will be purchased for such Participant at the applicable Purchase Price with
the accumulated payroll deductions in their account. No fractional shares of Common Stock will be purchased; any payroll deductions accumulated
in a Participant’s account which are not sufficient to purchase a full share will be retained in the Participant’s account
for the subsequent Offering, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over
in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime,
a Participant’s Option to purchase shares hereunder is exercisable only by them.


 


(b)            Notwithstanding
any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which Options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under
the Plan on the Offering Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale
under the Plan on such Exercise Date, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation
of the shares of Common Stock available for purchase on such Offering Date or Exercise Date, as applicable, in as uniform a manner as
will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising Options to purchase
Common Stock on such Exercise Date, and either (A) continue all Offering Periods then in effect or (B) terminate any or all
Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the
Offering Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares
for issuance under the Plan by the Company’s stockholders subsequent to such Offering Date.


 






    	 	7	 



     


    

 


9.            Delivery.  As
soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange
the delivery to each Participant, as appropriate, of the shares purchased upon exercise of their Option in a form determined by the Administrator
(in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be
deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic
or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period
of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have
any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any Option granted under the Plan
until such shares have been purchased and delivered to the Participant as provided in this Section 9.


 


10.            Withdrawal.


 


(a)            Pursuant
to procedures established by the Administrator, a Participant may withdraw all but not less than all of the payroll deductions credited
to their account and not yet used to exercise their Option under the Plan at any time by (i) submitting to the Company’s payroll
office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose, or (ii) following
an electronic or other withdrawal procedure prescribed by the Administrator. All of the Participant’s payroll deductions credited
to their account will be paid to such Participant as promptly as practicable after receipt of notice of withdrawal and such Participant’s
Option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be
made for such Offering Period. If a Participant withdraws from an Offering, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5 hereof.


 


(b)            A
Participant’s withdrawal from an Offering will not have any effect upon their eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offerings which commence after the termination of the Offering from which the
Participant withdraws.


 


11.            Termination
of Employment.  Upon a Participant’s ceasing to be an Eligible Employee, for any reason, they will be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s account during the Offering
Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of their
death, to the person or persons entitled thereto under Section 15, and such Participant’s Option will be automatically terminated.


 






    	 	8	 



     


    

 


12.            Interest.  No
interest will accrue on the payroll deductions of a Participant in the Plan.


 


13.            Stock.


 


(a)            Subject
to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common
Stock which will be made available for sale under the Plan will be 500,000 shares.


 


(b)            Until
the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to such shares.


 


(c)            Shares
of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant.


 


14.            Administration.  The
Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable
Laws. As of the date hereof, the Compensation Committee of the Board is the Administrator of the Plan. The Administrator will have full
and exclusive discretionary authority, subject to, and within the limitations of, the express provisions of the Plan:


 


(a)            To
determine how and when Options to purchase shares of Common Stock shall be granted and the provisions of each Offering of such Options
(which need not be identical);


 


(b)            To
designate from time to time which Subsidiaries of the Company shall be eligible to participate in the Plan as Designated Subsidiaries;


 


(c)            To
construe, interpret and apply the terms of the Plan and, in the exercise of this power, correct any defect, omission or inconsistency
in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective;


 


(d)            To
determine eligibility and to adjudicate all disputed claims filed under the Plan;


 


(e)            To
adopt rules or procedures relating to the operation and administration of the Plan, including, without limitation, rules and
procedures regarding eligibility to participate in the Plan or any Offering, the definition of Compensation, handling of payroll deductions,
making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or
trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax, withholding
procedures and handling of stock certificates which vary with local requirements and such other procedures as are necessary to accommodate
the specific requirements of local laws and procedures for jurisdictions outside of the United States;


 






    	 	9	 



     


    

 




(f)            To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign
nationals or employed outside the United States; and


 


(g)            Generally,
to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and
its Subsidiaries and to carry out the intent that the Plan be treated as a tax-qualified employee stock purchase plan.


 


Every finding,
decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.
The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revert to the Board some
or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board
shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.


 


15.            Death
of Participant.  In the event of the death of a Participant, the Company shall deliver any remaining cash balance
to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such cash balance to the spouse or to any one or more dependents
or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company
may designate. All shares held by a broker or designated agent of the Company shall be delivered to such beneficiary named under the
brokerage or agent account (or if there is no such beneficiary, as provided under the account).


 


16.            Transferability.  Neither
payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an Option or to receive shares
of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws
of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge
or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from an Offering in
accordance with Section 10 hereof.


 


17.            Use
of Funds.  The Company may use all payroll deductions received or held by it under the Plan for any corporate purpose,
and the Company will not be obligated to segregate such payroll deductions. Until shares of Common Stock are issued, Participants will
only have the rights of an unsecured creditor with respect to such shares.


 


18.            Reports.  Individual
bookkeeping accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible
Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares
of Common Stock purchased and the remaining cash balance, if any. Notwithstanding the foregoing, all payroll deductions received under
the Plan shall be deposited with the general funds of the Company except where applicable law requires that contributions be deposited
with an independent third party.


 






    	 	10	 



     


    

 


19.            Adjustments,
Dissolution, Liquidation, Merger or Change in Control.


 


(a)            Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock
occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under
the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each Option under the Plan which has not yet
been exercised, and the numerical limits of Sections 7 and 13 hereof.


 


(b)            Dissolution
or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, any Offering Period then
in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s
proposed dissolution or liquidation. The Administrator will notify each Participant in writing, at least 10 business days prior to the
New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s
Option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering
Period as provided in Section 10 hereof.


 


(c)            Merger
or Change in Control.  In the event of a merger or Change in Control, each outstanding Option will be assumed or
an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation (including
a right to acquire the same consideration paid to the stockholders in the merger or Change in Control). In the event that the successor
corporation refuses to assume or substitute for the Option, the Offering Period with respect to which such Option relates will be shortened
by setting a New Exercise Date and will end on the New Exercise Date. The New Exercise Date will occur before the date of the Company’s
proposed merger or Change in Control. The Administrator will notify each Participant in writing prior to the New Exercise Date, that
the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option
will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period
as provided in Section 10 hereof.


 






    	 	11	 



     


    

 


20.            Amendment
or Termination.


 


(a)            The
Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason.
If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately
or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled,
if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms
(and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts
then credited to Participants’ accounts which have not been used to purchase shares of Common Stock will be returned to the Participants
(without interest thereon, except as otherwise required under local laws) as soon as administratively practicable.


 


(b)            Without
stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in
order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, 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 Compensation, and establish such other
limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.


 


(c)            In
the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences,
the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or
eliminate such accounting consequence including, but not limited to:


 


(i)             amending
the Plan to conform with the safe harbor definition under FASB ASC ¶ 718-50-25-1, including with respect to an Offering Period
underway at the time;


 


(ii)            altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;


 


(iii)           shortening
any Offering Period by setting a New Exercise Date or terminating any outstanding Offering Period and returning contributions made through
such date to Participant, including an Offering Period underway at the time of the Administrator action;


 


(iv)           allocating
shares;


 


(v)            reducing
the maximum percentage of Compensation a Participant may elect to set aside as payroll deductions; and


 


(vi)           reducing
the maximum number of shares a Participant may purchase during any Offering Period or Purchase Period.


 


Such modifications
or amendments will not require stockholder approval or the consent of any Plan Participants.


 






    	 	12	 



     


    

 


21.            Notices.  All
notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly
given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for
the receipt thereof.


 


22.            Conditions
Upon Issuance of Shares.  Shares of Common Stock will not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the Securities Act, the Exchange Act and the requirements of any stock exchange upon which
the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.


 


As a condition to the exercise
of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that
the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion
of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.


 


23.            Term
of Plan.  The Plan will become effective upon its adoption by the Board, but no Options shall be exercised unless
and until the Plan has been approved by the stockholders of the Company, which approval shall be within 12 months before or after of
its approval by the Board. The Plan will continue in effect until terminated under Section 20 or until no Options are available
for grants hereunder.


 


24.            Stockholder
Approval.  The Plan will be subject to approval by the stockholders of the Company within 12 months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


25.            Covenants
of the Company.  The Company shall seek to obtain from each federal, state, foreign or other regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock upon exercise
of the Options. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency
the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company
shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority
is obtained.


 


26.            Not
a Contract of Employment.  The Plan and Offerings do not constitute an employment contract. Nothing in the Plan or
in any Offering shall 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 a Subsidiary, or on the part of the Company
or a Subsidiary to continue the employment of a Participant.


 






    	 	13	 



     


    

 


27.            International
Participants.  The Committee shall have the power and authority to allow any of the Company’s Subsidiaries
other than Designated Subsidiaries to adopt and join in a portion of this Plan for employees of any such Subsidiary who are generally
not subject to income taxation by the United States, and such portion is not intended to comply with Section 423 of the Code (the
 “Non-U.S. Portion”). If the Committee allows any Subsidiary other than a Designated Subsidiary to adopt the
Non-U.S. Portion of the Plan, the Committee may allow certain employees of such Subsidiaries who work or reside outside of the United
States an opportunity to acquire shares of Common Stock in accordance with such special terms and conditions as the Committee may adopt
from time to time, which terms and conditions may modify the terms and conditions set forth elsewhere in this Plan, with respect to such
employees. Without limiting the authority of the Committee, the special terms and conditions that may be adopted with respect to any
foreign country need not be the same for all foreign countries; and may include but are not limited to the right to participate, procedures
for elections to participate, the payment of any interest with respect to amounts received from or credited to accounts held for the
benefit of such employees who elect to participate, the purchase price of any shares of Common Stock to be acquired, the length of any
Offering Period, the maximum amount of contributions, credits or shares that may be acquired by any such participating employees, and
a participating employee’s rights in the event of their death, disability, withdrawal from participation in the purchase of shares
under the Non-U.S. Portion of the Plan, or termination of employment. Any rights granted under the Non-U.S. Portion of the Plan to must
be limited to non-resident alien individuals employed by Subsidiaries that are not Designated Subsidiaries and operate outside the United
States, such that the grant is treated under section 1.409A-1(b)(8) of the Treasury Regulations as not providing deferred compensation
for such individuals.


 


28.            Governing
Law.  The provisions of the Plan shall be governed by the laws of the State of Nevada without resort to that state’s
conflicts of laws rules.


 






    	 	14	 



     


    

 


EXHIBIT A to
2022 Employee Stock Purchase Plan


 


REZOLUTE, INC.


 


2022
EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION
AGREEMENT


 


	 ̈	Original Application	Offering Date:	
	 ̈	Change in Payroll Deduction Rate	 


 


1.            I,
_________________________, hereby elect to participate in the Rezolute, Inc. 2022 Employee Stock Purchase Plan (the “Plan”),
and subscribe to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.


 


2.            I
hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 0% to 15%])
during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.)


 


3.            I
understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions
will be used to automatically exercise my option and purchase Common Stock under the Plan.


 


4.            I
have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects
subject to the terms of the Plan.


 


5.            Shares
of Common Stock purchased for me under the Plan should be issued in my name.


 


6.            I
understand that if I dispose of any shares received by me pursuant to the Employee Stock Purchase Plan within 2 years after the Offering
Date (the first day of the Offering Period during which I purchased such shares) or 1 year after the Exercise Date, I will be treated
for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of
the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby
agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision
for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company
may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including
any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of
Common Stock by me.


 


7.            If
I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be
treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares
at the time of such disposition over the purchase price which I paid for the shares, or (b) 15% of the fair market value of the
shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital
gain.


 






     


     


    

 


8.            I
hereby agree to be bound by the terms of the Plan and the applicable Offering document. The effectiveness of this Subscription Agreement
is dependent upon my eligibility to participate in the Plan.


 


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT
WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 


	Dated:	 	 	  
	 	 	Signature of Employee
	 	 	 
	[REMAINDER OF
    THE PAGE INTENTIONALLY LEFT BLANK]


 






    	 	2	 



     


    

 


exhibit
b to 2022 Employee Stock Purchase Plan


 


REZOLUTE, INC.


 


2022
EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE
OF WITHDRAWAL


 


The undersigned Participant
in the Offering Period of the Rezolute, Inc. 2022 Employee Stock Purchase Plan (the “Plan”) that began
on ____________________(the “Offering Date”), hereby notifies the Company that they hereby withdraws from the
Offering Period. They hereby directs the Company to pay to the undersigned as promptly as practicable all of the payroll deductions credited
to their account with respect to such Offering Period. The undersigned understands and agrees that their option for such Offering Period
will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase
of shares in the current Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering
to the Company a new Subscription Agreement.


 


	 	Name:	 
	 	Address:	 
	 	 	 
	 	Signature:	 
	 	Date: