Exhibit 10.3
     
    SECOND AMENDMENT TO
     
    OCUPHIRE PHARMA, INC.
     
    2021 INDUCEMENT PLAN
     
    WHEREAS, Ocuphire Pharma, Inc.
        (the “Company”) has heretofore adopted the Ocuphire Pharma, Inc. 2021 Inducement Plan, as amended (the “Plan”); and
     
    WHEREAS, the Company wishes to
        amend the Plan to increase the number of shares of common stock of the Company, par value $0.0001 per share, available for issuance under the Plan;
     
    NOW, THEREFORE, the Plan shall
        be amended, effective as the date hereof, as follows:
     
    1.  The first sentence of Section 3(a) is deleted and replaced with the following:
     
    Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards
      will not exceed 2,625,258 shares (the “Share Reserve”).
     
    2.  Except as modified herein, the remaining terms of the Plan shall remain unchanged and in full force and effect.
     
    
    IN WITNESS WHEREOF, the
        undersigned officer of the Company, acting pursuant to authority granted to the officer by the Board of Directors of the Company, has executed this instrument on this 20th day of October, 2024.
     
    
      
          
            |   | OCUPHIRE PHARMA, INC. | 
          
            |   |   | 
          
            |   | By: 
 | 
 | /s/ George Magrath |  | 
      
      
      
      
          
            |   | Name: | Dr. George Magrath | 
          
            |   | Title: | Chief Executive Officer |