Exhibit 4.3


 


180 LIFE SCIENCES CORP.


 


2022 OMNIBUS INCENTIVE PLAN 


 


NOTICE OF RESTRICTED STOCK GRANT


 


Capitalized but otherwise
undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined
meanings as in the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (as amended from time to time) (the “Plan”).


 


Grantee Name:
________________________________


 


Address: ________________________________


 


You have been granted shares
of restricted Common Stock (the “Restricted Stock” or the “Shares”) subject
to the terms and conditions of the Plan and the attached Restricted Stock Grant Agreement, as follows:


 


Date of Grant: ______________


 


Vesting Commencement Date: ______________


 


Price Per Share: ______________


 


Total Number of Shares Granted: ______________


 


Total Value of Shares Granted: ______________


 


Total Purchase Price: $__, Issued In Consideration
For Services


 


Agreement Date: _________________________


 


Vesting Schedule: ______________________________________.


 




    Page 1 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


180 LIFE SCIENCES CORP.


 


2022 OMNIBUS INCENTIVE PLAN 


 


RESTRICTED STOCK GRANT AGREEMENT


 


This RESTRICTED STOCK
GRANT AGREEMENT (“Agreement”), dated as of the Agreement Date specified on the Notice of Restricted
Stock Grant is made by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the
grantee named in the Notice of Restricted Stock Grant (the “Grantee,” which term as used herein
shall be deemed to include any successor to Grantee by will or by the laws of descent and distribution, unless the context shall otherwise
require).


 


BACKGROUND


 


Pursuant to the Plan, the
Board (or an authorized Committee thereof), approved the issuance to Grantee, effective as of the date set forth above, of an award of
the number of shares of Restricted Stock as is set forth in the attached Notice of Restricted Stock Grant (which is expressly incorporated
herein and made a part hereof, the “Notice of Restricted Stock Grant”) at the purchase price per share
of Restricted Stock (the “Purchase Price”), if any, set forth in the attached Notice of Restricted Stock Grant,
upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the mutual premises and undertakings hereinafter set forth, the parties agree as follows:


 


1.   Grant
and Purchase of Restricted Stock. The Company hereby grants to Grantee, and Grantee hereby accepts the Restricted Stock set forth
in the Notice of Restricted Stock Grant, subject to the payment by Grantee of the total purchase price, if any, set forth in the Notice
of Restricted Stock Grant.


 


2.   Stockholder
Rights.


 


(a)   Voting
Rights. Until such time as all or any part of the Restricted Stock are forfeited to the Company under this Agreement, if ever, Grantee
(or any successor in interest) has the rights of a stockholder, including voting rights, with respect to the Restricted Stock subject,
however, to the transfer restrictions or any other restrictions set forth in the Plan.


 


(b)   Dividends
and Other Distributions. During the period of restriction, Participants holding Restricted Stock are entitled to all regular cash
dividends or other distributions paid with respect to all shares while they are so held. If any such dividends or distributions are paid
in shares, such shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect
to which they were paid.


 






    Page 2 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


3.   Vesting
of Restricted Stock.


 


(a)   The
Restricted Stock are restricted and subject to forfeiture until vested. The Restricted Stock which have vested and are no longer subject
to forfeiture are referred to as “Vested Shares.” All Restricted Stock which have not become Vested Shares are
referred to as “Nonvested Shares.”


 


(b)   Restricted
Stock will vest and become nonforfeitable in accordance with the vesting schedule contained in the Notice of Restricted Stock Grant.


 


(c)   Any
Nonvested Shares will automatically vest and become nonforfeitable if Grantee’s service with the Company ceases owing to the Grantee’s
(a) death; or (b) Retirement.


 


(d)   Any
Nonvested Shares will vest and become nonforfeitable immediately prior to the date of a Change of Control, provided that the Board (or
an authorized committee thereof), in its discretion, may also accelerate the time at which all or any portion of Grantee’s Nonvested
Shares will vest prior to a contemplated Change of Control.


 


(e)   Terms
used in Section 3 and Section 4 have the following meanings:


 


(i)   “Cause”
has the meaning ascribed to such term or words of similar import in Grantee’s written employment or service contract with the Company
or its subsidiaries and, in the absence of such agreement or definition, means Grantee’s (i) conviction of, or plea of nolo
contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the
Company or its subsidiaries, or any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty which
involves personal profit; (iv) willful misconduct in connection with Grantee’s duties or willful failure to perform Grantee’s
responsibilities in the best interests of the Company or its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation
of any material rule, regulation, procedure or policy of the Company or its subsidiaries, the violation of which could have a material
detriment to the Company; or (vii) material breach of any provision of any employment, non-disclosure, non-competition, non-solicitation
or other similar agreement executed by Grantee for the benefit of the Company or its subsidiaries, all as reasonably determined by the
Board of Directors of the Company, which determination will be conclusive.


 






    Page 3 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 





(ii)   “Retirement”
means Grantee’s retirement from Company employ at or above the age 65 as determined in accordance with the policies of the Company
or its subsidiaries, if any, in good faith by the Board of Directors of the Company, which determination will be final and binding on
all parties concerned.


 


(f)   Nonvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of, directly or indirectly, whether by operation of law
or otherwise. The restrictions set forth in this Section will terminate upon a Change of Control.


 


4.   Forfeiture
of Nonvested Shares. Except as provided herein, if Grantee’s service with the Company ceases for any reason (including Disability)
other than Grantee’s (a) Retirement or (b) death, any Nonvested Shares will be automatically forfeited to the Company for no consideration;
unless the Board (or an authorized committee thereof) provides otherwise, and provided, however, that the Board (or an authorized committee
thereof) may cause any Nonvested Shares immediately to vest and become nonforfeitable if Grantee’s service with the Company is terminated
by the Company without Cause.


 


(a)   Legend.
Each certificate representing Restricted Stock granted pursuant to the Notice of Restricted Stock Grant may bear a legend substantially
as follows:


 


“THE SALE OR OTHER TRANSFER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AS SET FORTH IN THE 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN AND IN A RESTRICTED SHARE GRANT AGREEMENT. A COPY OF SUCH PLAN
AND SUCH AGREEMENT MAY BE OBTAINED FROM 180 LIFE SCIENCES CORP.”


 


(b)   Escrow
of Nonvested Shares. The Company has the right to retain the certificates representing Nonvested Shares in the Company’s possession
until such time as all restrictions applicable to such shares have been satisfied.


 


(c)   Removal
of Restrictions. The Participant is entitled to have the legend removed from certificates representing Vested Shares.


 


5.   Recapitalizations,
Exchanges, Mergers, Etc. The provisions of this Agreement apply to the full extent set forth herein with respect to any and all
shares of capital stock of the Company or successor of the Company which may be issued in respect of, in exchange for, or in substitution
for the Restricted Stock by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as otherwise provided herein, this Agreement is not intended
to confer upon any other person except the parties hereto any rights or remedies hereunder.


 






    Page 4 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


6.   Grantee
Representations.


 


Grantee represents to the
Company the following:


 


(a)   Restrictions
on Transfer. Grantee acknowledges that the Restricted Stock to be issued to Grantee must be held indefinitely unless subsequently
registered and qualified under the Securities Act of 1933, as amended (the “Securities Act”) or unless
an exemption from registration and qualification is otherwise available. In addition, Grantee understands that the certificate representing
the Restricted Stock will be imprinted with a legend which prohibits the transfer of such Restricted Stock unless they are sold in a transaction
in compliance with the Securities Act or are registered and qualified or such registration and qualification are not required in the opinion
of counsel acceptable to the Company.


 


(b)   Relationship
to the Company; Experience. Grantee either has a preexisting business or personal relationship with the Company or any of its officers,
directors or controlling persons or, by reason of Grantee’s business or financial experience or the business or financial experience
of Grantee’s personal representative(s), if any, who are unaffiliated with and who are not compensated by the Company or any affiliate
or selling agent, directly or indirectly, has the capacity to protect Grantee’s own interests in connection with Grantee’s
acquisition of the Restricted Stock to be issued to Grantee hereunder. Grantee and/or Grantee’s personal representative(s) have
such knowledge and experience in financial, tax and business matters to enable Grantee and/or them to utilize the information made available
to Grantee and/or them in connection with the acquisition of the Restricted Stock to evaluate the merits and risks of the prospective
investment and to make an informed investment decision with respect thereto.


 


(c)   Grantee’s
Liquidity. In reaching the decision to invest in the Restricted Stock, Grantee has carefully evaluated Grantee’s financial resources
and investment position and the risks associated with this investment, and Grantee acknowledges that Grantee is able to bear the economic
risks of the investment. Grantee (i) has adequate means of providing for Grantee’s current needs and possible personal contingencies,
(ii) has no need for liquidity in Grantee’s investment, (iii) is able to bear the substantial economic risks of an investment
in the Restricted Stock for an indefinite period and (iv) at the present time, can afford a complete loss of such investment. Grantee’s
commitment to investments which are not readily marketable is not disproportionate to Grantee’s net worth and Grantee’s investment
in the Restricted Stock will not cause Grantee’s overall commitment to become excessive.


 


(d)   Access
to Data. Grantee acknowledges that during the course of this transaction and before deciding to acquire the Restricted Stock, Grantee
has been provided with financial and other written information about the Company. Grantee has been given the opportunity by the Company
to obtain any information and ask questions concerning the Company, the Restricted Stock, and Grantee’s investment that Grantee
felt necessary; and to the extent Grantee availed himself/herself of that opportunity, Grantee has received satisfactory information and
answers concerning the business and financial condition of the Company in response to all inquiries in respect thereof.


 






    Page 5 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


(e)   Risks.
Grantee acknowledges and understands that (i) an investment in the Company constitutes a high risk, (ii) the Restricted Stock
are highly speculative, and (iii) there can be no assurance as to what investment return, if any, there may be. Grantee is aware
that the Company may issue additional securities in the future which could result in the dilution of Grantee’s ownership interest
in the Company.


 


(f)   Valid
Agreement. This Agreement when executed and delivered by Grantee will constitute a valid and legally binding obligation of Grantee
which is enforceable in accordance with its terms.


 


(g)   Residence.
The address set forth on the Notice of Restricted Stock Grant is Grantee’s current address and accurately sets forth Grantee’s
place of residence.


 


(h)   Tax
Consequences. Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Grantee is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) is responsible for
Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. Grantee understands that
Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the
difference between the purchase price for the Restricted Stock and the fair market value of the Restricted Stock as of the date any restrictions
on the Restricted Stock lapse. Grantee understands that Grantee may elect to be taxed at the time the Restricted Stock is purchased rather
than when and as the restrictions lapse by filing an election under Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the date of purchase. The form for making this election is attached as Exhibit A hereto.


 


GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S
SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.


 


7.   No
Employment Contract Created. The issuance of the Restricted Stock is not to be construed as granting to Grantee any right with
respect to continuance of employment or any service with the Company or any of its subsidiaries. The right of the Company or any of its
subsidiaries to terminate at will Grantee’s employment or terminate Grantee’s service at any time (whether by dismissal, discharge
or otherwise), with or without cause, is specifically reserved, subject to any other written employment or other agreement to which the
Company and Grantee may be a party.


 






    Page 6 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


8.   Tax
Withholding. The Company has the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount
sufficient to satisfy Federal, state and local taxes (including the Grantee’s FICA obligation) required by law to be withheld
with respect to the grant and vesting of the Restricted Stock.


 


9.   Interpretation.
The Restricted Stock are being issued pursuant to the terms of the Plan, and are to be interpreted in accordance therewith. The Board
(or an authorized committee thereof) will interpret and construe this Agreement and the Plan, and any action, decision, interpretation
or determination made in good faith by the Board (or an authorized committee thereof) will be final and binding on the Company and
Grantee.


 


10.   Notices.
All notices or other communications which are required or permitted hereunder will be in writing and sufficient if (i) personally
delivered or sent by telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:


 


(a)   if
to the Grantee, to the address (or telecopy number) set forth on the Notice of Grant; and


 


(b)   if
to the Company, to its principal executive office as specified in any report filed by the Company with the Securities and Exchange Commission
or to such address as the Company may have specified to the Grantee in writing, Attention: Corporate Secretary;


 


or to such other address as
the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication
will be deemed to have been given (i) when delivered, if personally delivered, or when telecopied, if telecopied, (ii) on the
first Business Day (as hereinafter defined) after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the fifth Business Day following the date on which the piece of mail containing such communication is posted, if sent by mail. As used
herein, “Business Day” means a day that is not a Saturday, Sunday or a day on which banking institutions in
the city to which the notice or communication is to be sent are not required to be open.


 


11.   Specific
Performance. Grantee expressly agrees that the Company will be irreparably damaged if the provisions of this Agreement and the
Plan are not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or conditions of this Agreement or
the Plan by Grantee, the Company will, in addition to all other remedies, be entitled to a temporary or permanent injunction, without
showing any actual damage, and/or decree for specific performance, in accordance with the provisions hereof and thereof. The Board (or
an authorized committee thereof) has the power to determine what constitutes a breach or threatened breach of this Agreement or the
Plan. Any such determinations will be final and conclusive and binding upon Grantee.


 






    Page 7 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


12.   No
Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature.


 


13.   Grantee
Undertaking. Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may
in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on Grantee pursuant to the express provisions of this Agreement.


 


14.   Modification
of Rights. The rights of Grantee are subject to modification and termination in certain events as provided in this Agreement and
the Plan.


 


15.   Governing
Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect
to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Agreement to the substantive
law of another jurisdiction.


 


16.   Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original,
but all of which together will constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal,
valid and binding execution and delivery for all purposes.


 


17.   Entire
Agreement. This Agreement (including the Notice of Restricted Stock Grant) and the Plan, constitute the entire agreement
between the parties with respect to the subject matter hereof, and supersedes all previously written or oral negotiations, commitments,
representations and agreements with respect thereto.


 


18.   Severability.
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement
will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


19.   No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding your participation in the Plan, or your acquisition or sale of the Restricted Stock. You should consult with your own personal
tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


 


20.   Compliance
With Law. You agree that the Company shall have unilateral authority to amend this Agreement without your consent to the extent
necessary to comply with securities or other laws applicable to issuance of shares of Restricted Stock.


 







21.   Electronic
Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate
in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.


 


22.   Other
Documents. To the extent the Plan is registered under the Securities Act, you hereby acknowledge receipt of or the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus.


 


23.   WAIVER
OF JURY TRIAL. THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature Page Follows]


 




    Page 8 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Restricted Share Grant Agreement as of the date first written above.


 


180 LIFE SCIENCES CORP.


 


By: __________________________________________


 


Name:________________________________________


 


Title:
_________________________________________


 


GRANTEE:


 


Name:
________________________________________


 







    Page 9 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


 


SPOUSE’S CONSENT TO AGREEMENT


(Required where Grantee resides in a community
property state)


 


I acknowledge that I have
read the Agreement and the Plan and that I know and understand the contents of both. I am aware that my spouse has agreed therein to the
imposition of certain forfeiture provisions and restrictions on transferability with respect to the Restricted Stock that are the subject
of the Agreement, including with respect to my community interest therein, if any, on the occurrence of certain events described in the
Agreement. I hereby consent to and approve of the provisions of the Agreement, and agree that I will abide by the Agreement and bequeath
any interest in the Restricted Stock which represents a community interest of mine to my spouse or to a trust subject to my spouse’s control
or for my spouse’s benefit or the benefit of our children if I predecease my spouse.


 


Dated: ________________________________


 


Signature: _____________________________


 


Print Name: ____________________________


 




    Page 10 of 10
180 Life Sciences Corp.
2022 Omnibus Incentive Plan
Restricted Stock Grant Agreement


    	



    

 


ELECTION UNDER SECTION 83(b)


OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer hereby
elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the taxpayer’s gross income
or alternative minimum taxable income, as the case may be, for the current taxable year, as compensation for services the excess (if any) of
the fair market value of the shares described below over the amount paid for those shares:


 


1.   The
name, address, taxpayer identification number and taxable year of the undersigned are as follows:


 


	Taxpayer:	 	 
	Spouse:	 	 
	Name:	 	 
	Address:	 	 
	Identification No.:	 	 
	Taxable Year:	 	 


 


2.   The
property with respect to which the election is made is described as follows: __________ shares (the “Shares”) of
the Common Stock of 180 Life Sciences Corp., a Delaware corporation (the “Company”).


 


3.   The
date on which the property was transferred is:___________________ ,______.


 


4.   The
property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such
agreement.


 


5.   The
fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction
as defined in § 1.83-3(h) of the Income Tax Regulations) is: $_______ per share x ________ shares = $___________.


 


6.   For
the property transferred, the undersigned paid $______ per share x _________ shares = $______________.


 


7.   The
amount to include in gross income is $______________. [The result of the amount reported in Item 5 minus the amount reported in
Item 6.]


 


The undersigned taxpayer will file this election
with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the
date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally,
the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred.
The undersigned is the person performing the services in connection with which the property was transferred.


 


The undersigned understands that the foregoing
election may not be revoked except with the consent of the Commissioner.


 


Dated: ______________________, _____


 


___________________________


Taxpayer


 


The undersigned spouse of taxpayer joins in this
election.


 


Dated: ______________________, _____


 


_________________________


Spouse of Taxpayer