Exhibit
10.6


 


FORM
OF RESTRICTED STOCK AWARD AGREEMENT


 


MYMD
PHARMACEUTICALS, INC.


2021
EQUITY INCENTIVE PLAN


 


1. Grant
of Award. Pursuant to the MyMD Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Plan”) for Employees,
Contractors, and Outside Directors of MyMD Pharmaceuticals, Inc., a New Jersey corporation (the “Company”),
the Company grants to


_________________________________


(the
“Participant”)


 


an
Award of Restricted Stock in accordance with Section 6.4 of the Plan. The number of shares of Common Stock awarded under this Restricted
Stock Award Agreement (this “Agreement”) is _____________________ (__________) shares (the “Awarded
Shares”). The “Date of Grant” of this Award is ______________, 20__. [The purchase price per
share for the Awarded Shares is $_________ per share (which is less than/equal to/greater than the Fair Market Value of a share of Common
Stock as of the Date of Grant).]1


 


2. Subject
to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent
not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall
have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board
or the Committee and communicated to the Participant in writing.


 


3. Vesting.
Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded
Shares shall vest as follows: [TO BE UPDATED WITH SPECIFIC VESTING TERMS]:


a. ____________________
of the total Awarded Shares shall vest on ____________________, provided the Participant is employed by (or, if the Participant is a
Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.


 


b. ____________________
of the total Awarded Shares shall vest on ____________________, provided the Participant is employed by (or, if the Participant is a
Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.


 


c. ____________________
of the total Awarded Shares shall vest on ____________________, provided the Participant is employed by (or, if the Participant is a
Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.


 


d. ____________________
of the total Awarded Shares shall vest on ____________________, provided the Participant is employed by (or, if the Participant is a
Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.


 





 



 1
Delete if no purchase price.


 




    	 



     


    

 


[Notwithstanding
the foregoing, in the event that (i) a Change in Control occurs or (ii) the Participant incurs a Termination of Service due to his death
or Total and Permanent Disability, then all Awarded Shares not previously vested shall thereupon immediately become fully vested on the
effective date of the Change in Control or the Participant’s qualifying Termination of Service.]


 


4. Forfeiture
of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s
Termination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease
and terminate, without any further obligations on the part of the Company. [The Company [shall be obligated to] / [may, in its sole
discretion, elect to] pay the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the
lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares
as of the date of Termination of Service.]2


 


5. Restrictions
on Awarded Shares. Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until the date the
Awarded Shares are vested in accordance with Section 3 and are no longer subject to forfeiture in accordance with Section 4
(the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate,
margin, assign, or otherwise encumber any of the Awarded Shares that have not vested. Except for these limitations, the Committee may,
in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes
in Applicable Laws or changes in circumstances after the date of this Agreement, such action is appropriate.


 


6. Legend.
The following legend shall be placed on all certificates issued representing Awarded Shares:


 


On
the face of the certificate:


 


“Transfer
of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”


 


On
the reverse:


 


“The
shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain MyMD Pharmaceuticals,
Inc. 2021 Equity Incentive Plan, a copy of which is on file at the principal office of the Company in Baltimore, Maryland. No transfer
or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance
of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”


 


The
following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state securities laws:


 


“Shares
of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution,
have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not
be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise
in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may
rely upon an opinion of counsel satisfactory to the Company.”


 





 



2
Delete if no purchase price in Section 1 above.


 




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All
Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or
certificates bearing the foregoing legend.


 


7. Delivery
of Certificates; Registration of Shares. The Company shall deliver certificates for the Awarded Shares to the Participant or shall
register the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after,
the Restriction Period has expired without forfeiture pursuant to Section 4. In connection with any issuance of a certificate
for Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactory to the
Company in blank and deliver such certificate and executed stock power to the Company.


 


8. Rights
of a Shareholder. Except as provided in Section 4 and Section 5 above, the Participant shall have, with respect to
his Awarded Shares, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive
any dividends thereon.


 


9. Voting.
The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares
until such time as the Awarded Shares are transferred in accordance with this Agreement; provided, however, that this Section
9 shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.


 


10. Adjustment
to Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13
of the Plan.


 


11. Specific
Performance. The parties acknowledge that remedies at law will be inadequate remedies for a breach of this Agreement and consequently
agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all
of the rights and remedies at law or in equity of the parties under this Agreement.


 


12. Participant’s
Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not acquire any Awarded
Shares, and that the Company will not be obligated to issue any Awarded Shares to the Participant hereunder, if the issuance of such
shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be final, binding, and conclusive. The rights and obligations of the Company
and the rights and obligations of the Participant are subject to all Applicable Laws, rules, and regulations.


 


13. Investment
Representation. Unless the Awarded Shares are issued in a transaction registered under applicable federal and state securities laws,
by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be purchased and/or received
hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for resale or distribution
in violation of federal or state securities laws. Unless the Common Stock is issued to him in a transaction registered under the applicable
federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment
legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws
or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration
is not required.


 




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14. Participant’s
Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company and represents
that he is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof.
The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board,
as appropriate, upon any questions arising under the Plan or this Agreement.


 


15. Law
Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New Jersey (excluding
any conflict of laws rule or principle of New Jersey law that might refer the governance, construction, or interpretation of this Agreement
to the laws of another state).


 


16. No
Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in
the employ or to provide services to the Company or any Subsidiary, whether as an Employee, Contractor, or Outside Director, or to interfere
with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside
Director at any time.


17. Legal
Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall
be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal,
or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement,
and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had
never been contained herein.


 


18. Covenants
and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the
Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements that are set forth in this Agreement.


 


19. Entire
Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties
with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter
hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding
or of any force or effect.


 


20. Parties
Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns,
subject to the limitation on assignment expressly set forth herein. No person shall be permitted to acquire any Awarded Shares without
first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions
on transfer contained herein.


 




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21. Modification.
No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing
and signed by the parties hereto. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the
Plan.


 


22. Headings.
The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters
to be considered in construing the terms and provisions of this Agreement.


 


23. Gender
and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.


 


24. Notice.
Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company
or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified
by written notice delivered in accordance herewith:


 


a. Notice
to the Company shall be addressed and delivered as follows:


  


	MyMD Pharmaceuticals, Inc.
	 
	 
	Attn:	                       
	Fax:	


 


b.
Notice to the Participant shall be addressed and delivered as set forth on the signature page.


 


25. Tax
Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences
of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code,
and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such
an election, the Participant shall provide the Company with written notice of such election in accordance with the regulations promulgated
under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, the term
“Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts
paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection
with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under
the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s
income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required
to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made by (a) the delivery
of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required
tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by
the Participant to the Company of shares of Common Stock, other than Common Stock that the Participant has acquired from the Company
within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the
issuance of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion, so consents
in writing, the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld
have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (d) any combination of
(a), (b), or (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by
the Company to the Participant.


 


[Remainder
of Page Intentionally Left Blank;


Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence
his consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.


 


	 	COMPANY:
	 	 
	 	MYMD PHARMACEUTICALS, INC.
	 	 	 
	 	By:	                                             
	 	Name:	 
	 	Title:	 


 


	 	PARTICIPANT: 
	 	 	 
	 	
	 	Signature	 
	 	 	 
	 	Name:	                                
	 	Address:	 
	 	 	 





 




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