LISATA THERAPEUTICS INC

We have adopted a code of ethics that applies to our directors, officers and employees, except to our President and Chief Executive Officer, principal financial officer, and any principal accounting officer, controller, or persons performing similar functions, who are subject to a separate code of ethics. Both codes of ethics are available on our website, www.lisata.com.

PROPOSAL NO. 2: THE AMENDMENT TO THE 2018 EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE PLAN

THE LISATA BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE INCENTIVE PLAN SHARE INCREASE PROPOSAL.

At the Annual Meeting you are being asked to approve the amendment to the 2018 Plan that increases the number of shares that may be issued under the 2018 Plan by 600,000 shares (representing approximately 7.2% of our shares of common stock outstanding on the Record Date) from 1,300,000 shares to 1,900,000 shares (the “Increase Amendment”). Note that this share increase request is generally aligned with industry practice (typical range of 5 – 7% of outstanding common shares) as confirmed by our independent compensation consultant firm, Aon/Radford. The Lisata Board has unanimously approved the Increase Amendment, subject to stockholder approval at the Annual Meeting.