At the Annual Meeting of Stockholders of Dextera Surgical Inc. (the “ Annual Meeting ”) held on November 22, 2016, Dextera’s stockholders approved the Dextera Surgical Inc. 2016 Equity Incentive Plan, as amended (the “ 2016 Plan ”). The aggregate number of shares of Dextera common stock that may be issued pursuant to stock awards under the 2016 Plan will not exceed 1,615,512 shares, which number is the sum of (i) five hundred thousand (500,000) shares which were added to the share reserve at the Annual Meeting, plus (ii) the six hundred thousand (600,000) shares originally reserved under the 2016 Plan, plus (iii) the number of shares subject to outstanding stock awards that were granted under the 2005 Equity Incentive Plan that, from and after its expiration date in October 2015, expire or terminate for any reason prior to exercise or settlement or are forfeited because of the failure to meet a contingency or condition required to vest such shares, if any, as such shares become available from time to time. The 2016 Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of Dextera and our affiliates. The maximum number of shares that may be issued upon the exercise of ISOs under 2016 Plan is one million one hundred thousand (1,100,000) shares. Additionally, the 2016 Plan provides for the grant of performance cash awards. A copy of the 2016 Plan is attached hereto as Exhibit 10.1.

Also at the Annual Meeting, Dextera’s stockholders approved the Dextera Surgical Inc. 2016 Employee Stock Purchase Plan (the “ ESPP ”). The aggregate number of shares of Dextera common stock that may be issued pursuant to the ESPP is three hundred thousand (300,000) shares. The ESPP is implemented by offerings of rights to all eligible employees from time to time. Dextera’s board of directors determines the terms and conditions of offerings. The maximum length for an offering under the ESPP is twenty-seven (27) months. The provisions of separate offerings need not be identical. When an eligible employee elects to join an offering period, he or she is granted a purchase right to acquire shares of common stock on each purchase date within the offering period. On the purchase date, all payroll deductions collected from the participant during the purchase period are automatically applied to the purchase of common stock, subject to certain limitations. The Dextera board of directors currently anticipates that each offering under the ESPP will be 24 months long, consisting of four separate “purchase periods” of approximately six months each. The first day of an offering is referred to as an “offering date,” and the last day of an offering or purchase period is referred to as a “purchase date.” Subsequent 24 month offerings will commence every six months following the commencement of the initial offering, unless longer or shorter offerings and/or purchase periods are established and approved by the Dextera board of directors. A copy of the ESPP is attached hereto as Exhibit 10.2.