Exhibit 10.5


 


INHIBIKASE THERAPEUTICS, INC.


 


2020 EQUITY INCENTIVE PLAN


 


Section
1. Purpose; Definitions. The purposes of the Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan (as amended from time
to time, the “Plan”) are to: (a) enable Inhibikase Therapeutics, Inc. (the “Company”) and
its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees,
directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an
opportunity to share in the growth and value of the Company.


 


For purposes of the Plan, the following terms
will have the meanings defined below, unless the context clearly requires a different meaning:


 


(a)          “Affiliate” means,
with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with
such Person.


 


(b)          “Applicable
Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive
plans, including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal,
state and foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed
or quoted.


 


(c)          “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units made under this Plan.


 


(d)          “Award
Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that
particular Award.


 


(e)        “Board”
means the Board of Directors of the Company, as constituted from time to time.


 


(f)           “Cause”
means (i) Participant’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured
by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination that Participant
has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other intellectual
property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) a material
breach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate;
(iv) Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction
of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (v) Participant’s habitual or repeated
misuse of, or habitual or repeated performance of Participant’s duties under the influence of, alcohol, illegally obtained
prescription controlled substances or non-prescription controlled substances. Notwithstanding the foregoing, if a Participant
and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement
that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning
defined in such other agreement.





 






     


     


    

 


(g)          “Change
in Control” shall mean 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) is or becomes a “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total
power to vote for the election of directors of the Company; (ii) during any twelve month period, individuals who at the
beginning of such period constitute the Board and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in Section 1(g)(i), Section 1(g)(iii),
Section 1(g)(iv) or Section 1(g)(v) hereof) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the period of whose election or nomination for election was previously approved, cease for
any reason to constitute a majority thereof; (iii) the merger or consolidation of the Company with another corporation where
the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to which all stockholders
of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class
of stock to elect directors by a separate class vote); (iv) the sale or other disposition of all or substantially all of the
assets of the Company; (v) a liquidation or dissolution of the Company, (vi) acceptance by shareholders of the Company of
shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own
directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power
of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same
proportion as their ownership of the voting securities outstanding immediately before such share exchange or (vii) such other
event deemed to constitute a “Change in Control” by the Board.


 


Notwithstanding anything
in the Plan or an Award Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no event that,
but for the application of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable,
shall be a Change in Control unless such event is also a “change in control event” as defined in Section 409A of the
Code.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(i)          
 “Committee” means the committee designated by the Board to administer the Plan under Section 2. To
the extent required under Applicable Law, the Committee shall have at least two members and each member of the Committee
shall be a Non-Employee Director.


 


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


 


(k)          “Disability”
means a condition rendering a Participant Disabled.


 


(l)           “Disabled”
will have the same meaning as set forth in Section 22(e)(3) of the Code.


 






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(m)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(n)       “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on
any established stock exchange or a national market system, including, without limitation, the Nasdaq Capital Market, the
Fair Market Value of a Share will be the closing sales price for such stock as quoted on that system or exchange (or the
system or exchange with the greatest volume of trading in Shares) at the close of regular hours trading on the day of
determination; (ii) if the Shares are regularly quoted by recognized securities dealers but selling prices are not reported,
the Fair Market Value of a Share will be the mean between the high bid and low asked prices for Shares at the close of
regular hours trading on the day of determination; or (iii) if Shares are not traded as set forth above, the Fair Market
Value will be determined in good faith by the Committee taking into consideration such factors as the Committee considers
appropriate, such determination by the Committee to be final, conclusive and binding. Notwithstanding the foregoing, (1) with
respect to any Award that is effective upon the execution of an underwriting agreement with respect to the Company’s
initial public offering of Shares, the Fair Market Value shall mean the initial public offering price of a Share as set forth
in that underwriting agreement or (2) in connection with a Change in Control, Fair Market Value shall be determined in good
faith by the Committee, such determination by the Committee to be final conclusive and binding.


 


(o)          “Incentive
Stock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422
of the Code.


 


(p)          “Non-Employee
Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.


 


(q)          “Non-Qualified
Stock Option” means any Option that is not an Incentive Stock Option.


 


(r)           “Option” means
any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted
pursuant to Section 5 hereof.


 


(s)          “Parent”
means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code.


 


(t)           “Participant”
means an employee, consultant, Director, or other service provider of or to the Company or any of its respective


Affiliates to whom an Award is granted.


 


(u)          “Person”
means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or
other entity or association.


 


(v)          “Restricted
Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.


 


(w)         “Restricted
Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof.


 






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(x)       “Shares”
means shares of the Company’s common stock, par value $.001 subject to substitution or adjustment as provided in


Section 3(c) hereof.


 


(y)       “Stock
Appreciation Right” means a right granted under and subject to Section 6 hereof.


 


(z)       “Subsidiary”
means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.


 


Section 2.       Administration.
The Plan shall be administered by the Committee, provided that, notwithstanding anything to the contrary herein, in its sole
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the
Plan except with respect to matters which under Applicable Law are required to be in the sole discretion of the Committee. Any
action of the Committee in administering the Plan shall be final, conclusive and binding on all persons, including the Company,
its Subsidiaries, Affiliates, their respective employees, the Participants, persons claiming rights from or through Participants
and stockholders of the Company.


 


The Committee will have
full authority to grant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:


 


(a)          select
the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);


 


(b)          determine
the type of Award to be granted;


 


(c)          determine the number of Shares, if
any, to be covered by each Award;


 


(d)          establish the terms and conditions of each Award;


 


(e)          establish the performance conditions
relevant to any Award and certify whether such performance conditions have been satisfied;


 


(f)           approve forms of agreements
(including Award Agreements) for use under the Plan;


 


(g)          determine
whether and under what circumstances an Option may be exercised without a payment of cash under Section 5(d);


 


(h)          accelerate
the vesting or exercisability of an Award and to modify or amend each Award, subject to Section 10; and


 


(i)         extend
the period of time for which an Option or Stock Appreciation Right is to remain exercisable following a Participant’s termination
of service to the Company from the limited period otherwise in effect for that Option or Stock Appreciation Right to such greater
period of time as the Committee deems appropriate, but in no event beyond the expiration of the term of the Option or Stock Appreciation
Right.


 






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The Committee will have
the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time
to time, deems advisable; to establish the terms and form of each Award Agreement; to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Award Agreement); and to otherwise supervise the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement
in the manner and to the extent it deems necessary to carry out the intent of the Plan.


 


The Committee may delegate to one or more
officers of the Company the authority to grant Awards to Participants who are not subject to the requirements of Section 16
of the Exchange Act and the rules and regulations thereunder, provided that the Committee shall have fixed the total number
of Shares subject to such delegation. Any such delegation shall be subject to the applicable corporate laws of the State of
Delaware. The Committee may revoke any such allocation or delegation at any time for any reason with or without prior
notice.


 


No Director will be liable for any good faith determination,
act or omission in connection with the Plan or any Award.


 


Section 3.         Shares Subject to the Plan.


 


(a)         
Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c) of the Plan, the maximum number of
Shares that may be issued in respect of Awards under the Plan is 8,650,000 Shares (the “Plan Limit”). Subject
to adjustment as provided in Section 3(c) of the Plan, the maximum aggregate number of Shares that may be issued in respect of
Incentive Stock Options under the Plan is 8,650,000. Any shares issued hereunder may consist, in whole or in part, of authorized
and unissued shares or treasury shares. Any shares issued by the Company through the assumption or substitution of outstanding
grants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for delivery
under the Plan.


 


(i)           If
any award granted under the Inhibikase Therapeutics, Inc. 2011 Equity Incentive Plan, as amended (the “2011 Plan”)
expires, terminates, is canceled or is forfeited for any reason after the Effective Time, the Shares subject to that award will
be added to the Plan Limit and become available for issuance hereunder.


 


(ii)
          The maximum total grant date fair value of Awards (as measured by the Company for
financial accounting purposes) granted to any Participant in his or her capacity as a Non-Employee Director in any single
calendar year shall not exceed $250,000.


 


(b)        Effect
of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation Right expires, terminates
or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will again
become available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or Restricted Stock Units
is canceled or forfeited for any reason, the Shares subject to that Award will again become available for grant under the Plan.
Shares withheld in settlement of a tax withholding obligation associated with an Award, or in satisfaction of the exercise price
payable upon exercise of an Option, will not again become available for grant under the Plan.


 






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(c)          Other
Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,
stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind,
or other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similar
corporate event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights
under the Plan, shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind
of shares that may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding
Awards, the exercise price, grant price or purchase price applicable to outstanding Awards, and/or any other affected terms and
conditions of this Plan or outstanding Awards.


 


(d)          Change
in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control,
the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more
of the following actions contingent upon the occurrence of that Change in Control:


 


(i)
           cause any or all outstanding Awards to become vested and immediately
exercisable (as applicable), in whole or in part;


 


(ii)           cause any outstanding Option or Stock Appreciation Right to
become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the
extent not exercised prior to that Change in Control, cancel that Option or Stock Appreciation Right upon closing of the
Change in Control;


 


(iii)          cancel any unvested Award or unvested
portion thereof, with or without consideration;


 


(iv)        cancel any Award in exchange for a substitute award;


 


(v)          redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair
Market Value of an unrestricted Share on the date of the Change in Control;


 


(vi)        cancel
any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the
number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair
Market Value per Share on the date of the Change in Control and the exercise price of that Option or the base price of the Stock
Appreciation Right; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the
exercise price of any such Option or the base price of any such Stock Appreciation Right, the Committee may cancel that Option
or Stock Appreciation Right without any payment of consideration therefor; and/or


 






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(vii)        take
such other action as the Committee shall determine to be reasonable under the circumstances.


 


Notwithstanding any provision
of this Section 3(d), in the case of any Award subject to Section 409A of the Code, the Committee shall only be permitted
to take actions under this Section 3(d) to the extent that such actions would be consistent with the intended treatment of such
Award under Section 409A of the Code.


 


In the discretion of the Committee, any cash or substitute
consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those
that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar
arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the
Change in Control.


 


(e)       
Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries
other than the United States in which the Company and its Affiliates operate or have employees, directors and consultants, or in
order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Committee, in its sole discretion,
shall have the power and authority to:


(i) modify the terms and conditions of any Award
granted to employees, directors and consultants outside the United States to comply with Applicable Law (including, without limitation,
applicable foreign laws or listing requirements of any foreign securities exchange); (ii) establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however,
that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a); and (iii) take
any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental
regulatory exemptions or approvals or listing requirements of any foreign securities exchange.


 


Section 4.         Eligibility.
Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to
be granted Awards under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are eligible
to be granted Incentive Stock Options.


 


Section 5.         Options. Options granted
under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. The Award Agreement shall
state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option. Any Option granted under the Plan will
be in such form as the Committee may at the time of such grant approve.


 


The Award Agreement evidencing
any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:


 


(a)         
Option Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than
100% of the Fair Market Value of a Share on the date of the grant. However, any Incentive Stock Option granted to any Participant
who, at the time the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section
424(d) of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will
have an exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.


 






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(b)          Option
Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after
the date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option
is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code,
stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, may not have a term
of more than 5 years. No Option may be exercised by any Person after expiration of the term of the Option.


 


(c)          Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee.
Such terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual
or corporate performance goals, or such other factors as the Committee may determine in its sole discretion (the “Vesting
Conditions”).


 


(d)          Method
of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c)
and the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during
their term by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will
be accompanied by payment in full of the purchase price, either by certified or bank check, or such other means as the
Committee may accept. The Committee may, in its sole discretion, permit payment of the exercise price of an Option in the
form of previously acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised or
through means of a “net settlement,” whereby the Option exercise price will not be due in cash and where the
number of Shares issued upon such exercise will be equal to: (A) the product of (i) the number of Shares as to which the
Option is then being exercised, and (ii) the excess, if any, of (a) the then current Fair Market Value per Share over (b) the
Option exercise price, divided by (B) the then current Fair Market Value per Share.


 


No Shares will be issued upon
exercise of an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends
or any other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice
of exercise, has paid in full for such Shares, if requested, has given the representation described in Section 16(a) hereof
and fulfills such other conditions as may be set forth in the applicable Award Agreement.


 


(e)          Incentive
Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will
not exceed $100,000. For purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in
the order granted. To the extent any Option does not meet such limitation, that Option will be treated for all purposes as a
Non-Qualified Stock Option.


 






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(f)
           Termination of Service. Unless otherwise specified in the applicable Award
Agreement or as otherwise provided by the Committee at or after the time of grant, Options will be subject to the terms of Section
7 with respect to exercise upon or following termination of employment or other service.


 


Section 6.         Stock Appreciation
Right. Subject to the other terms of the Plan, the Committee may grant Stock Appreciation Rights to eligible individuals.
Each Stock Appreciation Right shall represent the right to receive, upon exercise, an amount equal to the number of Shares subject
to the Award that is being exercised multiplied by the excess of (i) the Fair Market Value of a Share on the date the Award is
exercised, over (ii) the base price specified in the applicable Award Agreement. Distributions may be made in cash, Shares, or
a combination of both, at the discretion of the Committee. Each Stock Appreciation Right shall be evidenced by an Award Agreement
in a form that is approved by the Committee. Such Award Agreement shall indicate the base price, the term and the Vesting Conditions
for such Award. A Stock Appreciation Right base price may never be less than the Fair Market Value of the underlying common stock
of the Company on the date of grant of such Stock Appreciation Right. The term of each Stock Appreciation Right will be fixed
by the Committee, but no Stock Appreciation Right will be exercisable more than 10 years after the date the Stock Appreciation
Right is granted. Subject to the terms and conditions of the applicable Award Agreement, Stock Appreciation Rights may be exercised
in whole or in part from time to time during their term by the delivery of written notice to the Company specifying the number
of Shares to be exercised. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee
at or after the time of grant, Stock Appreciation Rights will be subject to the terms of Section 7 with respect to exercise
upon or following termination of employment or other service.


 


Section 7.         Termination
of Service. Unless otherwise specified with respect to a particular Option or Stock Appreciation Right in the applicable Award
Agreement or otherwise determined by the Committee, any portion of an Option or Stock Appreciation Right that is not exercisable
upon termination of service will expire immediately and automatically upon such termination and any portion of an Option or Stock
Appreciation Right that is exercisable upon termination of service will expire on the date it ceases to be exercisable in accordance
with this Section 7.


 


(a)          Termination
by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Option
or Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the time
of his or her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative
of the estate or by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee
at or after grant, or (ii) if not specified by the Committee, then 12 months from the date of death, or (iii) if sooner than the
applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation
Right.


 






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(b)          Termination
by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability,
any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his or her personal
representative, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may
determine at or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or
(ii) if not specified by the Committee, then 12 months from the date of termination of service, or (iii) if sooner than the applicable
period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


(c)          Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns at a time
that there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right, or portion thereof,
not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any Shares for
which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company will
refund to the Participant the Option exercise price paid for such Shares, if any.


 


(d)          Other
Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death,
Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant,
to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine at
or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified
by the Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified
under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


Section 8.         Restricted Stock.


 


(a)         
Issuance. Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine
the time or times within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase
price for Restricted Stock may, but need not, be zero. The prospective recipient of an Award of Restricted Stock will not have
any rights with respect to such Award, unless and until such recipient has delivered to the Company an executed Award Agreement
and has otherwise complied with the applicable terms and conditions of such Award.


 


(b)          Certificates.
Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of shares
of common stock subject to such Award be issued to the Participant or placed in a restricted stock account (including an electronic
account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s), if
any, representing such shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment,
pledge or other encumbrances during the Restriction Period and if issued to the Participant, returned to the Company, to be held
in escrow during the Restriction Period. As a condition to any Award of Restricted Stock, the Participant may be required to deliver
to the Company a share power, endorsed in blank, relating to the Shares covered by such Award.


 






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(c)       Restrictions
and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its
sole and absolute discretion:


 


(i)       
During a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee
(the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise
encumber Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon
one or more Vesting Conditions.


 


(ii)       While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock,
the right to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee,
in its sole discretion, may require the cash distributions or dividends to be subjected to the same Restriction Period as is applicable
to the Restricted Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additional
Restricted Stock to the extent Shares are available under Section 3(a) of the Plan. A Participant shall not be entitled
to interest with respect to any dividends or distributions subjected to the Restriction Period. Any distributions or dividends
paid in the form of securities with respect to Restricted Stock will be subject to the same terms and conditions as the Restricted
Stock with respect to which they were paid, including, without limitation, the same Restriction Period.


 


(iii)     Subject to
the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service
with the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s
Restricted Stock that then remains subject to forfeiture will then be forfeited automatically.


 


Section
9.       Restricted Stock Units. Subject to the other terms of the Plan, the
Committee may grant Restricted Stock Units to eligible individuals and may impose one or more Vesting Conditions on such
units. Each Restricted Stock Unit shall be evidenced by an Award Agreement in the form that is approved by the Committee and
that is not inconsistent with the terms and conditions of the Plan. Each Restricted Stock Unit will represent a right to
receive from the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair Market Value (at the
time of the distribution) of one Share. Distributions may be made in Shares. All other terms governing Restricted Stock
Units, such as Vesting Conditions, time and form of payment and termination of units shall be set forth in the applicable
Award Agreement. The Participant shall not have any shareholder rights with respect to the Shares subject to a Restricted
Stock Unit Award until that Award vests and the Shares are actually issued thereunder, provided, however, that an Award
Agreement may provide for the inclusion of dividend equivalent payments or unit credits with respect to the Award in the
discretion of the Committee. Subject to the provisions of the applicable Award Agreement or as otherwise determined by the
Committee, if a Participant’s service with the Company terminates prior to the Restricted Stock Unit Award vesting in
full, any portion of the Participant’s Restricted Stock Units that then remain subject to forfeiture will then be
forfeited automatically.


 






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Section 10.    Amendments
and Termination. The Board may amend, alter or discontinue the Plan at any time. However, except as otherwise provided in Section
3, no amendment, alteration or discontinuation will be made which would impair the rights of a Participant with respect to
an Award without that Participant’s consent or which, without the approval of such amendment within 365 days of its adoption
by the Board or by the Company’s stockholders in a manner consistent with Treas. Reg. § 1.422-3 (or any successor provision),
would: (i) increase the total number of Shares reserved for issuance hereunder, or (ii) change the persons or class of persons
eligible to receive Awards.


 


Section
11.     Prohibition on Repricing Programs. Neither the Committee nor the Board shall (i)
implement any cancellation/re-grant program pursuant to which outstanding Options or Stock Appreciation Rights under the Plan
are cancelled and new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base price per
share, (ii) cancel outstanding Options or Stock Appreciation Rights under the Plan with exercise prices or base prices per
share in excess of the then current Fair Market Value per Share for consideration payable in equity securities of the Company
or (iii) otherwise directly reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation
Rights under the Plan, without in each such instance obtaining shareholder approval.


 


Section 12.     Conditions Upon Grant of Awards
and Issuance of Shares.


 


(a)       
The implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or
vesting of any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to
those Awards.


 


(b)       No
Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Applicable Law, including the filing and effectiveness of the Form S-8 registration statement for the Shares issuable
under the Plan, and all applicable listing requirements of any stock exchange on which Shares are then listed for trading.


 


Section 13.     Limits
on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than
the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant other than by will or the laws of descent
and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant
or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that
Awards or other rights or interests of a Participant granted pursuant to the Plan (other than an Incentive Stock Option) be transferable,
without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such
immediate family members and to partnerships in which such family members are the only partners. The Committee may attach to such
transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established
by the Committee, designate a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to
receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary, guardian, legal representative
or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions
of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any
additional restrictions deemed necessary or appropriate by the Committee.


 






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Section
14.     Withholding. No later than the date as of which an amount first becomes includible in
the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant
will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or
local taxes of any kind required by law to be withheld with respect to such amount. To the extent authorized by the
Committee, the required tax withholding may be satisfied by the withholding of Shares subject to the Award based on the Fair
Market Value on the date of withholding, but in any case not in excess of the amount determined based on the maximum
statutory tax rate in the applicable jurisdiction. The obligations of the Company under the Plan will be conditioned on such
payment or arrangements and the Company will have the right to deduct any such taxes from any payment of any kind otherwise
due to the Participant.


 


Section 15.     Liability of Company.


 


(a)       
Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority
from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s
counsel to be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue
or sell those Shares.


 


(b)       Rights
of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable Participant,
or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements
of any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachment
or garnishment, or by any other legal or equitable proceeding while in the hands of the Company.


 


Section 16.     General Provisions.


 


(a)       
The Board may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring
securities of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the
Board believes are appropriate.


 






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(b)       The
Awards shall be subject to the Company’s stock ownership policies, as in effect from time to time.


 


(c)       All
certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictions
as the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as amended,
the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board may cause
a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


(d)       Nothing
contained in the Plan will prevent the Board from adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required.


 


(e)       Neither
the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee or other
service provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such Affiliate,
or (ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment or engagement of any of
its employees or other service providers at any time.


 


(f)        The
Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part, under any
current or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government
regulation or stock exchange listing requirement.


 


Section 17.    Effectiveness
of Plan. The Plan will become effective upon the execution of an underwriting agreement with respect to the Company’s
initial public offering of common stock (the “Effective Time”).


 


Section 18.    Term of Plan.
Unless the Plan shall theretofore have been terminated in accordance with Section 10, the Plan shall terminate on the
10th anniversary of the Effective Time, and no Awards under the Plan shall thereafter be granted.


 


Section
19.   Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under
any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein
as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.


 


Section 20.   Governing
Law. The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial
decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.


 






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Section 21.    Notices.
Any notice to be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the
Company, to its principal executive office to the attention of its Chief Financial Officer (or such other Person as the Company
may designate in writing from time to time), and, if to a Participant, to the address contained in the Company’s personnel
files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice will be
deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered;
if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed,
five (5) days after the date of mailing by registered or certified mail.


 






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INHIBIKASE THERAPEUTICS,
INC. 2020 EQUITY INCENTIVE PLAN


 


STOCK OPTION GRANT NOTICE
AND AWARD AGREEMENT


 


Inhibikase Therapeutics,
Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”),
hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set
forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”)
is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”)
and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this
Grant Notice and the Agreement will have the meanings defined in the Plan.


 


	Participant:	[                          
    ]
	 	 
	Grant
Date:	[                          
    ]
	 	 
	Exercise Price Per Share:	[                          
    ]
	 	 
	Total Number of Shares Subject to Option:	[                          
    ]
	 	 
	Expiration Date:	[                          
    ]
	 	 
	Type of Option:	... Incentive Stock Option
(to the extent permitted by 422(d) of the Code)
	 	... Non-Qualified Stock Option
	 	 
	Vesting Schedule:	[                          
    ]



 


By signing below, Participant agrees to be bound
by the terms and conditions of the Plan, the Agreement and this Grant Notice. This document may be executed, including by electronic
means, in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed a single instrument.


 


	INHIBIKASE THERAPEUTICS, INC. 	 	PARTICIPANT
	 	 	 
	 	 	 
	Name:	 	Name:
	 	 	 
	Title:	 	 



 






    


     


    

 


EXHIBIT A


TO STOCK OPTION GRANT
NOTICE AWARD


 


AGREEMENT


1.       Award
of Option. Effective as of the Grant Date set forth in the Grant Notice, the Company has granted to Participant the Option
to purchase part or all of the aggregate number of Shares set forth in the Grant Notice, subject to the terms and conditions set
forth in the Grant Notice, the Plan and this Agreement.


 


2.       Term
of Option. The Option may not be exercised later than the Expiration Date set forth in the Grant Notice, subject to earlier
termination in accordance with the Plan and this Agreement.


 


3.       Option
Exercise Price. The exercise price per Share of the Option (the “Exercise Price”) is set forth in the Grant
Notice.


 


4.       Vesting
and Exercise of Option.


 


a.       Vesting.
Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested
and exercisable in such amounts and at such times as set forth in the Grant Notice.


 


b.       Service
with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an
Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company).


 


c.       Effect
of Termination of Service on the Option. If Participant’s service ceases for any reason, the termination or survival
of the


Option will be determined in accordance with Section
7 of the Plan.


 


d.       Method
of Exercise. Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding
and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied
by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement.


 


e.       Partial
Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole
number of Shares.


 


f.        Restrictions
on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such
exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time
modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate
to facilitate compliance with any law, regulation or exchange listing requirement.


 


g.       Rights
as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the


Company unless and until Participant is issued Shares
following Participant’s exercise of the Option.


 


5.       Investment
Representations. Participant represents and warrants that Participant is acquiring the Option (and upon exercise of the Option,
will be acquiring the subject Shares) for investment for Participant’s own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, any distribution thereof. As a further condition to the exercise of the Option, the
Company may require Participant to make any representation or warranty as may be required by or advisable under any applicable
law or regulation.


 






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6.       Non-Transferability
of Option. Except as may be permitted by the Committee in accordance with Section 13 of the Plan, the Option may not be sold,
pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily, other than
by will or by the laws of descent and distribution.


 


7.       Adjustments.
The Exercise Price, as well as the number and kind of shares subject to the Option, are subject to adjustment in accordance with
Section 3(c) of the Plan.


 


8.       Tax Consequences. Participant acknowledges that the Company has not advised Participant regarding Participant’s tax
liability in connection with the Option. Participant acknowledges that Participant has reviewed with Participant’s own tax
advisors the tax treatment of the Option (including the purchase and sale of Shares subject hereto) and is relying solely on those
advisors in that regard.


 


9.       No
Continuation of Service. Neither the Plan nor this Agreement will confer upon Participant any right to continue in the employment


or service of the Company or any of its Affiliates,
or limit in any respect the right of the Company or its Affiliates to discharge Participant at any time, for any reason.


 


10.       The
Plan. Participant has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the
Option subject to the terms and provisions of the Plan. Pursuant to the Plan, the Committee is authorized to interpret the Plan
and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Committee with respect to questions arising under the
Plan, the Grant Notice or this Agreement.


 


11.       Entire
Agreement. The Grant Notice and this Agreement, together with the Plan, represent the entire agreement between the
parties with respect to the subject matter hereof and supersede any prior agreement, written or otherwise, relating to the
subject matter hereof. In the event of any inconsistency between the Grant Notice or the Agreement, on the one hand, and the
Plan, on the other hand, the Plan shall govern.


 


12.       Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company
may amend this Agreement without Participant’s consent, if the amendment does not materially impair Participant’s rights
hereunder or as otherwise permitted in Section 4(f), above.


 


13.       Governing
Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application
of the principles of conflicts of laws.


 


14.       Headings.
The headings in this Agreement are for convenience only. They form no part of the Agreement and will not affect its interpretation.


 


15.       Incentive
Stock Options.


 


a.       If the
Option is designated as an Incentive Stock Option, Participant acknowledges that nonetheless a portion of the Option


may not qualify (or may cease to qualify) as
an “incentive stock option” under the Code due to limitations set forth in Section 422(d) of the Code or otherwise.
To the extent the Option does not qualify for treatment as an “incentive stock option” under the Code, it will be treated
as a non-qualified stock option. The Company does not guarantee any particular tax treatment for the Option or the Shares subject
to the Option.


 






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b.       If
the Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition
or other transfer of any Shares acquired under the Option, if such disposition or transfer is made (i) within two years from the
Grant Date, or (ii) within one year after the transfer of such Shares to Participant. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration,
by Participant in such disposition or other transfer.


 


16.       Electronic
Delivery of Documents. Participant authorizes the Company to deliver electronically any prospectuses or other documentation
related to the Option and any other compensation or benefit plan or arrangement in effect from time to time (including, without
limitation, reports, proxy statements or other documents that are required to be delivered to participants in such arrangements
pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation,
delivery by means of e-mail or e-mail notification that such documentation is available on the Company’s Intranet site. Upon
written request, the Company will provide to Participant a paper copy of any document also delivered to Participant electronically.
The authorization described in this paragraph may be revoked by Participant at any time by written notice to the Company.


 



    A-3