Exhibit
4.1


 


KYTO
TECHNOLOGY AND LIFE SCIENCE, INC.

2021 STOCK AND INCENTIVE PLAN


 


Section
1. Purpose


 


The
purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining
employees, officers, consultants, advisors and Directors capable of assuring the future success of the Company, to offer such persons
incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various
stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such
persons with the Company’s stockholders.
 


Section
2. Definitions
 


As
used in the Plan, the following terms shall have the meanings set forth below:
 


(a)
“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled
by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
 


(b)
“Award” shall mean any Option or Restricted Stock granted under the Plan.
 


(c)
“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted
under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).
 


(d)
“Board” shall mean the Board of Directors of the Company.
 


(e)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated
thereunder.
 


(f)
“Committee” shall mean a committee or subcommittee of the Board appointed from time to time by the Board. The Committee
shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify
under Rule 16b 3, and each member of the Committee shall be a Director within the meaning of Rule 16b-3. Notwithstanding the foregoing,
if, and to the extent that no Committee exists which has the authority to administer this Plan, the functions of the Committee shall
be exercised by the Board and all references herein to the Committee shall be deemed to be references to the Board.
 


(g)
“Company” shall mean Kyto Technology and Life Science, Inc., a Delaware corporation and any successor corporation.
 


(h)
“Director” shall mean a member of the Board.
 


(i)
“Eligible Person” shall mean any employee, officer, Director, consultant, independent contractor or advisor providing
services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate
is extended.
 






    	 



     


    

 


(j)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
 


(k)
“Fair Market Value” with respect to of one Share as of any date shall mean (a) if the Share is listed on any established
stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on such date, as reported
by The Wall Street Journal or a comparable reporting service, or, if no sale of Shares shall have occurred on such date, on the next
preceding date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock exchange, the average
of the closing “bid” and “asked” prices quoted by the OTCQB, the National Quotation Bureau, or any comparable
reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next
preceding date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share
value of a Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles
of valuation with respect thereto.
 


(l)
“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision.
 


(m)
“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.
 


(n)
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.
 


(o)
“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.
 


(p)
“Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association,
joint venture or trust.
 


(q)
“Plan” shall mean the Kyto Technology and Life Science, Inc. 2021 Stock and Incentive Plan, as amended from time to
time.
 


(r)
“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.
 


(s)
“Rule 16b3” shall mean Rule 16b3 promulgated by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, or any successor rule or regulation.
 


(t)
“Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations
and other applicable guidance thereunder.
 


(u)
“Securities Act” shall mean the Securities Act of 1933, as amended.
 






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(v)
“Share” or “Shares” shall mean common shares $0.01 par value in the capital of the Company (or
such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).
 


(w)
“Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable
proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly
with respect to all plans maintained by the Company that are subject to Section 409A.
 


Section
3. Administration
 


(a)
Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the
Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method
by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any
Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of
any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement,
subject to the limitations under Sections 6 or 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating
to any Award, subject to the limitations in Sections 6 and 7; (vii) determine whether, to what extent and under what circumstances Awards
may be exercised in cash, Shares, other securities, other Awards or other property (excluding promissory notes), or canceled, forfeited
or suspended, subject to the limitations in Section 7; (viii) determine whether, to what extent and under what circumstances amounts
payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the
Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any instrument or agreement, including
an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures
and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or
an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants
located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of
Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall
be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant,
any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.
 






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(b)
Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions
and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee
shall not delegate such authority (i) with regard to grants of Awards to be made to officers or directors of the Company or (ii) in such
a manner as would contravene Section 157 of the Delaware General Corporation Law, as amended. In no event shall any such delegation of
authority be permitted with respect to Awards to any members of the Board or to any Eligible Person who is subject to Rule 16b3 under
the Exchange Act. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility
for performing certain ministerial functions under the Plan. In the event that the Committee’s authority is delegated to officers
or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner
consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action
undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such
action were undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.
 


(c)
Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise all the powers and duties of the Committee under the Plan, unless
the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3 or applicable
law or exchange requirements.
 


Section
4. Shares Available for Awards
 


(a)
Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued
under all Awards under the Plan shall be 2,000,000 Shares.
 


(b)
Counting Shares. Except as set forth below in this Section 4(b), if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under the Plan. For purposes of determining the number of Shares
covered on the date of grant by an Option, the aggregate number of Shares with respect to which the Option is to be exercised shall be
counted against the number of Shares available for Awards under the Plan (without regard to the number of actual Shares issued upon exercise
or settlement).
 


(c)
Shares Added Back to Reserve. Subject to the limitations in Section 4(d) below, if any Shares covered by an Award or to which
an Award relates are not purchased or are forfeited or are reacquired by the Company (including shares of Restricted Stock, whether or
not dividends have been paid on such shares), or if an Award otherwise terminates or is cancelled without delivery of any Shares, then
the number of Shares counted pursuant to Section 4(b) of the Plan against the aggregate number of Shares available under the Plan with
respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be
available for granting Awards under the Plan.
 






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(d)
Shares Not Added Back to Reserve. Notwithstanding anything to the contrary in Section (c) above, the following Shares will not
again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise of an Option but for
the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(v) or any Shares tendered in payment
of the exercise price of an Option; (B) any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation
with respect to an Option; or (C) Shares that are repurchased by the Company using Option exercise proceeds.
 


(e)
Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted
by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares
available for Awards under the Plan.
 


(f)
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split up, spinoff, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities
or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase price or exercise price with respect to any Award, provided, however,
that the number of Shares covered by any Award or to which such Award relates shall always be rounded down to the nearest whole number.
Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.
 


Section
5. Eligibility
 


Any
Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their
present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem
relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term
as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not
be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within
the meaning of Section 424(f) of the Code or any successor provision.
 


Section
6. Awards
 


(a)
Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with
such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
 






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	 	(i)	Exercise
  Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than
  100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate
  a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously
  granted by an entity that is acquired by or merged with the Company or an Affiliate.




 




	 	(ii)	Option
  Term. The term of each Option shall be fixed by the Committee at the time of grant but shall not be longer than 10 years from the
  date of grant.




 




	 	(iii)	Time
  and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised within the Option term,
  either in whole or in part, and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares
  (actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value
  on the exercise date equal to the applicable exercise price, in which, payment of the exercise price with respect thereto may be made
  or deemed to have been made.




 




	 	(iv)	Promissory
  Notes. For the avoidance of doubt, the Committee may not accept a promissory note as consideration.




 




	 	(v)	Net
  Exercises. The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant a number
  of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of the Fair Market
  Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option for such
  Shares.




 




	 	(vi)	Incentive
  Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant
  of stock options which are intended to qualify as Incentive Stock Options:




 




(A)
The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the Option is
granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any
calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000.
 


(B)
All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board
or the date this Plan was approved by the stockholders of the Company.
 






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(C)
Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than 10 years after the date
of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is
granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later
than five years from the date of grant.
 


(D)
The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share on the date
of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant
who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share purchasable under an
Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.
 


(E)
Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall
in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.
 


		(b)	Restricted
                                            Stock. The Committee is hereby authorized to grant an Award of Restricted Stock to Eligible
                                            Persons with the following terms and conditions and with such additional terms and conditions
                                            not inconsistent with the provisions of the Plan as the Committee shall determine:



 


		(i)	Restrictions.
                                            Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose
                                            (including, without limitation, any limitation on the right to vote a Share of Restricted
                                            Stock or the right to receive any dividend or other right or property with respect thereto),
                                            which restrictions may lapse separately or in combination at such time or times, in such
                                            installments or otherwise as the Committee may deem appropriate.



 


		(ii)	Issuance
                                            and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at
                                            the time such Awards are granted and may be evidenced in such manner as the Committee may
                                            deem appropriate, including book-entry registration or issuance of a stock certificate or
                                            certificates, which certificate or certificates shall be held by the Company or held in nominee
                                            name by the stock transfer agent or brokerage service selected by the Company to provide
                                            such services for the Plan. Such certificate or certificates shall be registered in the name
                                            of the Participant and shall bear an appropriate legend referring to the restrictions applicable
                                            to such Restricted Stock. Shares representing Restricted Stock that are no longer subject
                                            to restrictions shall be delivered (including by updating the book-entry registration) to
                                            the Participant promptly after the applicable restrictions lapse or are waived.



 






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		(iii)	Forfeiture.
                                            Except as otherwise determined by the Committee, upon a Participant’s termination of
                                            employment or resignation or removal as a Director (in either case, as determined under criteria
                                            established by the Committee) during the applicable restriction period, all Shares of Restricted
                                            Stock held by such Participant at such time shall be forfeited and reacquired by the Company;
                                            provided, however, that the Committee may waive in whole or in part any or all remaining
                                            restrictions with respect to Shares of Restricted Stock.



 



(c)
General.
 


		(i)	Consideration
                                            for Awards. Awards may be granted for no cash consideration or for any cash or other
                                            consideration as may be determined by the Committee or required by applicable law.



 


		(ii)	Awards
                                            May Be Granted Separately or Together. Awards may, in the discretion of the Committee,
                                            be granted either alone or in addition to, in tandem with or in substitution for any other
                                            Award or any award granted under any other plan of the Company or any Affiliate. Awards granted
                                            in addition to or in tandem with other Awards or in addition to or in tandem with awards
                                            granted under any other plan of the Company or any Affiliate may be granted either at the
                                            same time as or at a different time from the grant of such other Awards or awards.



 


		(iii)	Forms
                                            of Payment under Awards. Subject to the terms of the Plan and of any applicable Award
                                            Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant,
                                            exercise or payment of an Award may be made in such form or forms as the Committee shall
                                            determine (including, without limitation, cash, Shares, other securities (but excluding promissory
                                            notes), other Awards or other property or any combination thereof).



 


		(iv)	Limits
                                            on Transfer of Awards. Except as otherwise provided by the Committee in its discretion
                                            and subject to such additional terms and conditions as it determines, no Award (other than
                                            fully vested and unrestricted Shares issued pursuant to any Award) and no right under any
                                            such Award shall be transferable by a Participant other than by will or by the laws of descent
                                            and distribution, or during Participant’s lifetime to one or more of Participant’s
                                            family members or trust for the benefit of any of the foregoing (as defined in Rule 701 promulgated
                                            by the Securities Act of 1933, as amended (“Securities Act”)) through
                                            a gift or a domestic relations order, and no Award (other than fully vested and unrestricted
                                            Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated,
                                            attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
                                            thereof shall be void and unenforceable against the Company or any Affiliate. The Committee
                                            may establish procedures as it deems appropriate for a Participant to designate a person
                                            or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and
                                            receive any property distributable with respect to any Award in the event of the Participant’s
                                            death.



 






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		(v)	Restrictions;
                                            Securities Exchange Listing. All Shares or other securities delivered under the Plan
                                            pursuant to any Award or the exercise thereof shall be subject to such restrictions as the
                                            Committee may deem advisable under the Plan, applicable federal or state securities laws
                                            and regulatory requirements, and the Committee may cause appropriate entries to be made with
                                            respect to, or legends to be placed on the certificates for, such Shares or other securities
                                            to reflect such restrictions. The Company shall not be required to deliver any Shares or
                                            other securities covered by an Award unless and until the requirements of any federal or
                                            state securities or other laws, rules or regulations (including the rules of any securities
                                            exchange) as may be determined by the Company to be applicable are satisfied.



 


		(vi)	Prohibition
                                            on Option Repricing. Except as provided in Section 4(c) hereof, the Committee may not,
                                            without prior approval of the Company’s stockholders, seek to effect any re-pricing
                                            of any previously granted, “underwater” Option by: (i) amending or modifying
                                            the terms of the Option to lower the exercise price; (ii) canceling the underwater Option
                                            and granting either (A) replacement Options having a lower exercise price; or (B) Restricted
                                            Stock in exchange; or (iii) repurchasing the underwater Option. An Option will be deemed
                                            to be “underwater” at any time when the Fair Market Value of the Shares covered
                                            by such Option is less than the exercise price.



 


		(vii)	Section
                                            409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary,
                                            to the extent that any amount or benefit that constitutes “deferred compensation”
                                            to a Participant under Section 409A and applicable guidance thereunder is otherwise payable
                                            or distributable to a Participant under the Plan or any Award Agreement solely by reason
                                            of the occurrence of a change in control or due to the Participant’s disability or
                                            “separation from service” (as such term is defined under Section 409A), such
                                            amount or benefit will not be payable or distributable to the Participant by reason of such
                                            circumstance unless the Committee determines in good faith that (i) the circumstances giving
                                            rise to such change in control, disability or separation from service meet the definition
                                            of a change in ownership or effective control, disability, or separation from service, as
                                            the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations,
                                            or (ii) the payment or distribution of such amount or benefit would be exempt from the application
                                            of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment
                                            or distribution that otherwise would be made to a Participant who is a Specified Employee
                                            (as determined by the Committee in good faith) on account of separation from service may
                                            not be made before the date which is six months after the date of the Specified Employee’s
                                            separation from service (or if earlier, upon the Specified Employee’s death) unless
                                            the payment or distribution is exempt from the application of Section 409A by reason of the
                                            short-term deferral exemption or otherwise.




 






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		(viii)	Acceleration
                                            of Vesting or Exercisability. No Award Agreement shall, either by operation of its terms
                                            or by action of the Committee, accelerate the exercisability of any Award or the lapse of
                                            restrictions relating to any Award in connection with a change-in-control event unless such
                                            acceleration occurs upon the consummation of (or effective immediately prior to the consummation
                                            of, provided that the consummation subsequently occurs) such change-in-control event.




 

Section
7. Amendment and Termination; Corrections
 


(a)
Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may
amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, (except
as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to
a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the
terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable
governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange.
For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee
may amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders of the Company in order
to:
 


		(i)	amend
                                            the eligibility for, and limitations or conditions imposed upon, participation in the Plan;



 


		(ii)	subject
                                            to the limitations of Section 6, amend any terms relating to the granting or exercise of
                                            Awards, including but not limited to terms relating to the amount and payment of the exercise
                                            price, or the vesting, expiry, assignment or adjustment of Awards, or otherwise waive any
                                            conditions of or rights of the Company under any outstanding Award, prospectively or retroactively;



 


		(iii)	make
                                            changes that are necessary or desirable to comply with applicable laws, rules, regulations
                                            and policies of any applicable governmental entity or stock exchange (including amendments
                                            to Awards necessary or desirable to maximize any available tax deduction or to avoid any
                                            adverse tax results, and no action taken to comply with such laws, rules, regulations and
                                            policies shall be deemed to impair or otherwise adversely alter or impair the rights of any
                                            holder of an Award or beneficiary thereof); or



 






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		(iv)	amend
                                            any terms relating to the administration of the Plan, including the terms of any administrative
                                            guidelines or other rules related to the Plan.



 


For
greater certainty, and except as provided in Section 4(c), prior approval of the stockholders of the Company shall be required for any
amendment to the Plan or an Award that would:
 


		(i)	require
                                            stockholder approval under the rules or regulations of the Securities and Exchange Commission
                                            or any other securities exchange that are applicable to the Company;



 


		(ii)	increase
                                            the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;



 


		(iii)	increase
                                            the number of shares or value of the Plan;



 


		(iv)	permit
                                            repricing of Options, which is currently prohibited by Section 6(c)(vi) of the Plan;



 


		(v)	permit
                                            the award of Options at a price less than 100% of the Fair Market Value of a Share on the
                                            date of grant of such Option , contrary to Section 6(a)(i) a of the Plan; or



 


		(vi)	increase
                                            the maximum term permitted for Options as specified in Section 6(a)(ii) of the Plan.



 


(b)
Corporate Transactions. In the event of any reorganization, merger, consolidation, split up, spinoff, combination, plan of arrangement,
take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction
or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee
or the Board may, in its sole discretion but subject to the limitations in Section 6 (e.g., limitations on re pricing), provide
for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the
event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed
to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof:
 


		(i)	either
                                            (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or
                                            other property, if any, equal to the amount that would have been attained upon the exercise
                                            of the vested portion of the Award or realization of the Participant’s vested rights
                                            (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction
                                            or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good
                                            faith that no amount would have been attained upon the exercise of the Award or realization
                                            of the Participant’s rights, then the Award may be terminated by the Company without
                                            any payment) or (B) the replacement of the Award with other rights or property selected by
                                            the Committee or the Board, in its sole discretion;



 






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		(ii)	that
                                            the Award be assumed by the successor or survivor corporation, or a parent or subsidiary
                                            thereof, or shall be substituted for by similar options, rights or awards covering the stock
                                            of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
                                            adjustments as to the number and kind of shares and prices;




 

		(iii)	that
                                            the Award shall be exercisable or payable or fully vested with respect to all Shares covered
                                            thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or



 


		(iv)	that
                                            the Award cannot vest, be exercised or become payable after a date certain in the future,
                                            which may be the effective date of the event.



 


(c)
Correction of Defects, Omissions and Inconsistencies. The Committee, without prior approval of the stockholders of the Company,
may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner
and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.
 


Section
8. Income Tax Withholding
 


In
order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action
as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which
are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit
the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered
upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such
taxes (subject to any limitations required by ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares
other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value
equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is
determined.
 


Section
9. General Provisions
 


(a)
No Rights to Awards. No Eligible Person, Participant or other person shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under
the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.
 






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(b)
Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement
shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through
an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative
of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the
Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.
 


(c)
Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect
with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.
 


(d)
No Rights of Stockholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee
may impose on such Awards pursuant to Section 6(b)(i), neither a Participant nor the Participant’s legal representative shall be,
or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise or payment
of any Award, in whole or in part, unless and until such Shares have been issued.
 


(e)
No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally
applicable or applicable only in specific cases.
 


(f)
No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained
as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right of
the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director in
accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, or remove
a Director who is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided
in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company
or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate.
Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate be entitled to any compensation
for any loss of any right or benefit under the Plan which such employee or Director might otherwise have enjoyed but for termination
of employment or directorship, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract
or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the
terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.
 






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(g)
Governing Law. The internal law, and not the law of conflicts, of the State of Delaware shall govern all questions concerning
the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.
 


(h)
Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.
 


(i)
No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.
 


(j)
Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the
purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group
insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise
provided by such other plan.
 


(k)
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be
canceled, terminated or otherwise eliminated.
 


(l)
Forfeiture, Clawback or Recoupment. All Awards under this Plan shall be subject to forfeiture and/or penalty conditions or provisions
as determined by the Committee and set forth in the applicable Award Agreement. In addition to such forfeiture and/or penalty conditions
as specified in any Award Agreement, Awards under this Plan shall be subject to clawback, recoupment or other penalties pursuant a policy
adopted by the Company, as such policy may be amended from time to time.
 


(m)
Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
 


Section
10. Effective Date of the Plan
 


The
Plan was adopted by the Board on October ___, 2021. The Plan shall be subject to approval by the stockholders of the Company by way of
written consent, and the Plan shall be effective as of the date of such stockholder approval subject to Rule 14c-2 of the Exchange Act.
 


Section
11. Term of the Plan
 


No
Award shall be granted under the Plan, and the Plan shall terminate, on October [●], 2031 or any earlier date of discontinuation
or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder
with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the
Plan.
 






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