Exhibit
10.8


Second
Amendment to


 


Amended
& Restated 2016 STOCK INCENTIVE PLAN


 


MyMD
Pharmaceuticals, Inc.


 


Adopted
on July 1, 2019


 


 1. Purpose




 


The
purpose of this Second Amendment to Amended and Restated 2016 Stock Incentive Plan (the “Plan”) of MyMD
Pharmaceuticals, Inc, a Florida corporation (the “Company”), is to advance the interests of the Company’s
stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important
contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that
are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context
otherwise requires, the term “Company’ shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder
(the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company)
in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board’);
provided, however, that such other business ventures shall be limited to entities that, where required by Section 409A of the Code,
are eligible issuers of service recipient stock (as defined in Treas. Reg. Section 1.409A- I(b)(5)(iii)(E), or applicable successor
regulation).


 


2. Eligibility




 


All
the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms are defined
and interpreted for purposes of Rule 701 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor
rule)) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.’
”Award’ means Options (as defined in Section 5), Restricted Stock (as defined in Section 6), Restricted Stock Units (as defined
in Section 6) and Other Stock-Based Awards (as defined in Section 7).


 


3. Administration and Delegation




 


(a)
Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards
and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The
Board may construe and interpret the terms of the Plan and any Award agreements entered under the Plan. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.


 




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(b)
Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all its powers under the Plan
to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board’
shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers
or authority under the Plan have been delegated to such Committee or officers.


 


(c) Delegation
to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power
to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) to employees
or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the terms of such Awards to be granted by such officers (including the
exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of
shares subject to such Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant
such Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of
1934, as amended (the “Exchange Act’)) or to any “officer” of the Company (as defined by Rule 16a-l under
the Exchange Act). The Board may not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then
permits such delegation.


 


4. Stock Available for Awards




 


(a) Number of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to the number of shares of common stock, $0.001 par value per share, of the company (the “Common Stock”) that is equal to the sum of 50,000,000 shares of Common Stock




 


If
any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered
by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the
Company by a Participant to exercise an Award shall be added to the number of shares of Common Stock available for the grant of
Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to
any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.


 




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(b) Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan.




 


Substitute
Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required due to Section 422 and related
provisions of the Code.


 


5. Stock Options




 


(a)
General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of
Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or
advisable. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonqualified Stock
Option.


 


(b) Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the
Code (an “Incentive Stock Option”) shall only be granted to employees of MyMD Pharmaceuticals, Inc., any of MyMD
Pharmaceuticals, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code,
and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject
to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an
Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonqualified Stock Option.


 


(c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option
agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or
in a manner approved by) the Board (“Fair Market Value”), on the date the Option is granted.


 


(d) Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in
the applicable option agreement; provided, however, that no Option will be granted with a term more than 10 years.


 


(e) Exercise
of Options. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or
by any other form of notice (including electronic notice) approved by the Company together with payment in full as specified in
Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be
delivered by the Company as soon as practicable following exercise.


 




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(f) Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as
follows:


 


(1)
in cash or by check, payable to the order of the Company;


 


(2)
when the Common Stock is registered under the Exchange Act, except as may otherwise be provided in the applicable option agreement,
by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price and any required tax withholding;


 


(3)
when the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable option agreement or
approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock
owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable
law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if
any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture.
unfulfilled vesting or other similar requirements;


 


(4)
to the extent provided for in the applicable Option agreement or approved by the Board in its sole discretion, by delivery of a
notice of “net exercise” to the Company, because of which the Participant would pay the exercise price for the portion
of the Option being exercised by cancelling a portion of the Option for such number of shares as is equal to the exercise price
divided by the excess of the Fair Market Value on the date of exercise over the Option exercise price per share.


 


(5)
to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole
discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment
of such other lawful consideration as the Board may determine; or


 


(6)
by any combination of the above permitted forms of payment.


 


(g) Nonqualified Stock
Option Awards to Directors.


 


(1)
Directors may be granted Nonqualified Stock Options under the Plan in the manner set forth in this Section 5(g). A Director may hold
more than one Nonqualified Stock Option, but only on the terms and subject to any restrictions set forth herein.


 




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(2)
The exercise price per Share for a Non-Qualified Stock Option granted to a Director under the Plan shall be equal to 100% of the
Fair Market Value of a share of Stock on the date of grant of such Option.


 


(3)
Nonqualified Stock Options granted to Directors under the Plan shall be fully vested on the date of grant. Notwithstanding the
foregoing, such Options shall terminate on the earlier of ten years after the date of grant; or twenty-four (24) calendar months
after the Director ceases to be a director of the Company for any reason,, other than as a result of the Director’s death,
disability or retirement. In the case the Director ceases to be a director of the Company as a result of death, retirement or
disability, the Nonqualified Stock Options granted to Directors under the Plan will terminate at the end of the exercise period as
specified in the grant. For purposes hereof, “retirement” shall mean the Director terminates at a time when the
director’s combined age and years of service (as an employee and director) equal at least sixty (60) (subject to Age and
Service Guidelines set forth below).


 


(4)
The Age and Service Guidelines are: the Director must have a minimum of two (2) years of combined service as a director or employee;
and (b) the Director must have attained a minimum age of fifty-five (58) years during the year of termination. For clarification,
Non-qualified Stock Options granted to Directors will continue to be exercisable and will continue to vest until the Option is
terminated hereunder.


 


6.
Restricted Stock: Restricted Stock Units


 


(a) General.
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for
such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of
Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and
Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).


 


(b) Terms
and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award,
including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Before the grant of any award a
participant may elect that the payment of his Restricted Stock Award should be deferred until termination of employment and that
such payment should be made in a specified number of installments.


 


(c) Additional
Provisions Relating to Restricted Stock.


 


(l)
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to
such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid
in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash
or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with
respect to which they were paid. Each dividend payment will be made no later than the end of the calendar year in which the dividends
are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the date the dividends are paid
to stockholders of that class of stock.


 




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(2)
Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be
deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the
Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant-s death (the
“Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated
Beneficiary” shall mean the Participant’s estate.


 


(d) Additional
Provisions Relating to Restricted Stock Units.


 


(1) Settlement.
Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the
Participant shall be entitled to receive from the Company one share of Common Stock or an amount of cash equal to the Fair Market
Value of one share of Common Stock, as provided in the applicable Award agreement. The Board may, in its discretion, provide that
settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that
complies with Section 409A of the Code.


 


(2) Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.


 


(3) Dividend
Equivalents. To the extent provided by the Board, in its sole discretion, a grant of Restricted Stock Units may provide
Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number
of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited
to an account for the Participants, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions
on transfer and forfeitability as the Restricted Stock Units with respect to which paid, as determined by the Board in its sole
discretion, subject in each case to such terms and conditions as the Board shall establish, in each case to be set forth in the
applicable Award agreement.


 


7. Other
Stock-Based Awards


 


(a) General. Other
Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on,
shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”),
including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other
Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as
payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of
Common Stock or cash, as the Board shall determine.


 




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(b) Terms
and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other
Stock-Based Award, including any purchase price applicable thereto.


 


8. Adjustments
for Changes in Common Stock and Certain Other Events


 


(a) Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to
holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii)
the number and class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to
and the repurchase price per share subject to each outstanding Restricted Stock Award and (iv) the share and per-share-related
provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company
(or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the
foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and
the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date
for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of
Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.


 


(b) Reorganization
Events.


 


(1)
Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another
entity because of which all the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities
or other property or is cancelled, (b) any transfer or disposition of all the Common Stock of the Company for cash. securities or other
property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.


 




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(2)
Consequences of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event,
the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted
Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards shall
be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide
that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event
unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii)
provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse,
in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which
holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event
(the “Acquisition Price”). make or provide for a cash payment to Participants with respect to each Award held by a Participant
equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration
of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition
Price over (Il) the exercise price of such Award and any applicable tax withholdings, in exchange for the termination of such Award,
(v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convey into the right to receive liquidation
proceeds (if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.
In taking any of the actions permitted under this Section 8(b), the Board shall not be obligated by the Plan to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, identically.


 


For
purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of
Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common
Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders
of outstanding shares of Common Stock as a result of the Reorganization Event.


 




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(3)  Consequences of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the




 


Company
under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall, unless the Board
determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant
to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted
Stock Award; provided however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under
the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, either initially or
by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant
and the Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated
or satisfied.


 


9. General
Provisions Applicable to Awards


 


(a) Transferability
of Awards. Awards (or any interest in an Award, including, prior to exercise, any interest in shares of Common Stock issuable
upon exercise of an Option) shall not be sold, assigned, transferred (including by establishing any short position, put equivalent
position (as defined in Rule 16a-1 issued under the Exchange Act) or call equivalent position (as defined in Rule 16a-l issued under
the Exchange Act)), pledged, hypothecated or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, and, during the life of the Participant, shall be exercisable only by the Participant; except that Awards may be
transferred to family members (as defined in Rule 701 under the Securities Act) through gifts or (other than Incentive Stock
Options) domestic relations orders or to an executor or guardian upon the death or disability of the Participant. The Company shall
not be required to recognize any such permitted transfer until such permitted transferee shall deliver to the Company a written
instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all the terms and
conditions of the Award and any other terms and conditions the Board may impose. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section
9(a) shall be deemed to restrict a transfer to the Company.


 


(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c) Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d) Termination
of Status. The Board shall determine the effect on an Award of the termination or other cessation of employment, authorized
leave of absence or other change in the employment status of a Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights
under the Award. 


 


In
the event of termination of employment because of disability, death or retirement any Award to such Participant will terminate at the
end of the exercise period as specified in the grant. For purposes hereof, “retirement” shall be defined to mean the employee
terminates at a time when employee’s combined age and years of service equal at least sixty (60) (subject to the Age and Service
Guidelines set forth below). The Age and Service Guidelines are:


 


a)
the employee must have a minimum of eighteen months (1.5 years) of service; and


 


b)
the employee must have attained a minimum age of fifty-eight (58) years during the year of termination.


 




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(e) Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may
decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or
cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or
have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the
Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as
payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its
sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or
attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair
Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements.


 


(f) Amendment
of Award.


 


 (1) The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonqualified Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, considering any related action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 8 hereof.




 




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 (2) The Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without stockholder approval, cancel any outstanding award (whether granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award.




 


(g) Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the
issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange
or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or
regulations.


 


(h) Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part.


 


10. Miscellaneous


 


(a) No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b) No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the
record holder of such shares.


 


(c) Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board
or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that
date.


 


(d)
Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; if at any time the approval
of the Company’s stockholders is required as to any modification or amendment under Section 422 of the Code or any successor provision
with respect to Incentive Stock Options, the Board may not affect such modification or amendment without such approval. Unless otherwise
specified in the amendment, any amendment to the Plan adopted in accordance with this Section 10(d) shall apply to, and be binding on
the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment,
considering any related action, does not materially and adversely affect the rights of Participants under the Plan.


 




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(e) Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying
applicable securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the
Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or
(ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable.
All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants
within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any
jurisdiction which is not the subject of such supplement.


 


(f) Non-U.S.
Employees. Awards may be granted to Participants who are non-U.S. citizens or residents employed outside the United States, or
both, on such terms and conditions different from those applicable to Awards to Participants employed in the United States as may,
in the judgment of the Board, be necessary or desirable to recognize differences in local law or tax policy. The Board also may
impose conditions on the exercise or vesting of Awards to minimize the Board’s obligation with respect to tax equalization for
Participants on assignments outside their home country. The Board may approve such supplements to or amendments, restatements or
alternative versions of the Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms
of the Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such
document as having been approved and adopted in the same manner as the Plan.


 


(g) Compliance
with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent
any portion of any payment, compensation or other benefit provided to a Participant in connection with his or her employment
termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Code and the Participant is a specified employee as defined in Section 409A(a)(2) (B)(i) of the Code, as determined by the Company
in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that he or she is
bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day
after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment
Date”), except as Section 409A of the Code may then permit.


 


The
aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from
service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments
will be paid on their original schedule.


 




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The
Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of
or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to
Section 409A of the Code but do not to satisfy the conditions of that section.


 


 (h) Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee, or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, other employee, or agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee, or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.




 


 (i) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Florida, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.




 




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