Exhibit 10.1


RED CAT HOLDINGS, INC. 


2019 EQUITY INCENTIVE PLAN


  


	1.	PURPOSE OF PLAN


  


1.1 The purpose of this
2019 Equity Incentive Plan (this “Plan”) of Red Cat Holdings, Inc., a Nevada corporation (the “Corporation”),
is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards
to attract, motivate, retain and reward selected employees and other eligible persons.


 


	2.	ELIGIBILITY


 


2.1 The Administrator
(as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be
Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) a consultant who renders
bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries
in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the
Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however,
that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would
not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended
(the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation’s
compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may,
if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly
by the Corporation; and “Board” means the Board of Directors of the Corporation.


 


	3.	PLAN ADMINISTRATION


 


3.1     The
Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The
“Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated
authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or
such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee
so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by NRS 78.125 or any
applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate Eligible Persons who will receive
grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards.
The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan.
Unless otherwise provided in the bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members
of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the members present assuming the
presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action
by the acting Administrator.


 


With respect to awards intended
to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”) , this Plan shall be administered by a committee consisting solely of two or more outside directors (as this
requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall
not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions
in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) , must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors
(as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange,
this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock
exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation
and shall be administered exclusively by a committee consisting solely of independent directors. 


   


3.2     Powers
of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all
things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee
or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation,
the authority to:


 


(a) determine eligibility and,
from among those persons determined to be eligible, the particular Eligible Persons who will receive awards under this Plan;


 


(b) grant awards to Eligible
Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any
of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish
the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance
and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance
targets, and establish the events of termination or reversion of such awards;


 


(c) approve the forms of award
agreements (which need not be identical either as to type of award or among participants);


  


(d) construe and interpret this
Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further
define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan
or the awards granted under this Plan;


  


(e) cancel, modify, or waive
the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to
any required consent under Section 8.6.5;


  


(f) accelerate or extend the
vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights,
within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation,
in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under
Section 8.6.5;


  


(g) adjust the number of shares
of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and
conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock
exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury regulations thereunder with
respect to awards that are intended to satisfy the requirements for performance-based compensation under Section 162(m), and provided
that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such
an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base
price of any stock option or stock appreciation right or other award granted under this Plan, and further provided that any adjustment
or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator
will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;


  


(h) determine the date of grant
of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated
by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);


 


(i) determine whether, and the
extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration
or succession of awards upon the occurrence of an event of the type described in Section 7;


 


 


(j) acquire or settle (subject
to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and


 


(k) determine the Fair Market
Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to time and/or the manner in which such value
will be determined.


  


3.3     Binding
Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant
to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body
and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof
or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in
good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification
and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising
or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that
may be in effect from time to time.


  


3.4     Reliance
on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and
may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not be liable for any
such action or determination taken or made or omitted in good faith based upon such advice.


 


3.5     Delegation
of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority to officers of the Corporation
as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers
or employees of the Corporation or any of its Subsidiaries or to third parties.


  


	4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT


 


4.1     Shares
Available. Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be shares
of the Corporation’s authorized but unissued Common Stock. For purposes of this Plan, “Common Stock” shall mean
the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may
become subject to such awards, pursuant to an adjustment made under Section 7.1.


 


4.2     Share
Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under
this Plan may not exceed 10,500,000,000 shares (the “Share Limit”) The foregoing Share Limit is subject to adjustment as contemplated
by Section 4.3, Section 7.1, and Section 8.10.


 


4.3     Awards
Settled in Cash, Reissue of Awards and Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with
this Section 4.3. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject
to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the Plan, in whole or in part, is canceled, expired,
forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying the award, or otherwise terminated
without delivery of shares to the participant, the shares retained by or returned to the Corporation will not be deemed to have been delivered
under the Plan and will be deemed to remain or to become available under this Plan; and (ii) shares that are withheld from such an award
or separately surrendered by the participant in payment of the exercise price or taxes relating to such an award shall be deemed to constitute
shares not delivered and will be deemed to remain or to become available under the Plan. The foregoing adjustments to the Share Limit
of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based
compensation thereunder.


 


4.4    Reservation
of Shares; No Fractional Shares. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover
the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan
(exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional
shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under
this Plan.


 


	5.	AWARDS


  


5.1    Type
and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person.
Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of,
as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one
of its Subsidiaries. The types of awards that may be granted under this Plan are:


  


5.1.1   Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period
as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code
(an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option
will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of
each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each ISO shall be not less than 100% of the
Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the
shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.


  


5.1.2   Additional
Rules Applicable to ISOs. To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable
option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into
account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of
its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code
and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options
treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously
granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate
which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees
of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f)
of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes
of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall be imposed
in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be
an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at
the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing
more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option
is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the
expiration of five years from the date such option is granted.


 


5.1.3   Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or Common
Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share
of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted
as specified in the applicable award agreement (the “base price”). The maximum term of a SAR shall be ten (10) years.


 


5.1.4     Restricted
Shares.


 


(a) Restrictions. Restricted
shares are shares of Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any,
as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including
based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator
may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable award
agreement relating to the restricted stock, a participant granted restricted stock shall have all of the rights of a shareholder, including
the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement
imposed by the Administrator).


 


(b) Certificates for Shares.
Restricted shares granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing
restricted stock are registered in the name of the participant, the Administrator may require that such certificates bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such restricted stock, that the Corporation retain physical possession
of the certificates, and that the participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted
stock. The Administrator may require that restricted shares are held in escrow until all restrictions lapse


 


(c) Dividends and Splits.
As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit a participant
to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock
or applied to the purchase of additional awards under this Plan. Unless otherwise determined by the Administrator, stock distributed in
connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a
risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property has been distributed.


  


5.1.5      Restricted
Share Units.


 


(a) Grant of Restricted Share
Units.     A restricted share unit, or “RSU”, represents the right to receive from the
Corporation on the respective scheduled vesting or payment date for such RSU, one Common Share. An award of RSUs may be subject to the
attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator
may determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Administrator shall establish a period
of time during which the restricted share units shall vest and the timing for settlement of the RSU.


 


(b) Dividend Equivalent Accounts.
Subject to the terms and conditions of the Plan and the applicable award agreement, as well as any procedures established by the Administrator,
prior to the expiration of the applicable vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights
with respect to RSUs, in which case, the Corporation shall establish an account for the participant and reflect in that account any securities,
cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU.
Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates.
The participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject RSU.


    


(c) Rights as a Shareholder.     Subject
to the restrictions imposed under the terms and conditions of this Plan and the applicable award agreement, each participant receiving
RSUs shall have no rights as a shareholder with respect to such RSUs until such time as shares of Common Stock are issued to the participant.
No shares of Common Stock shall be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the
payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under an RSU
shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined
for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date. An award agreement
may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject
to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements
of Section 409A of the Code.


   


5.1.6     Cash
Awards. The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as
it may determine, grant cash bonuses (including without limitation, discretionary awards, awards based on objective or subjective performance
criteria, awards subject to other vesting criteria or awards granted consistent with Section 5.2 below). Cash awards shall be awarded
in such amount and at such times during the term of the Plan as the Administrator shall determine.


  


5.1.7     Other
Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, performance stock, performance
units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to
the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b)
any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon. 


  


5.2     Section
162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Sections
5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair Market Value of a
share of Common Stock at the date of grant (“Qualifying Options” and “Qualifying SARs ,” respectively)
typically will be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the
meaning of Section 162(m) of the Code (“Performance-Based Awards”) . The grant, vesting, exercisability or payment
of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement
of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below
for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business
units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry
peers, or stock market indices. Any Qualifying Option or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3
in order for such award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code.
Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2.


  


5.2.1     Class;
Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and employees
of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification required
pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based compensation
under Section 162(m) of the Code.


 


5.2.2     Performance
Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs) shall be,
on an absolute or relative basis, established based on such business criteria as selected by the Administrator in its sole discretion
(“Business Criteria”) , including the following: (1) earnings per share, (2) cash flow (which means cash and cash equivalents
derived from either (i) net cash flow from operations or (ii) net cash flow from operations, financing and investing activities), (3)
total stockholder return, (4) price per share of Common Stock, (5) gross revenue, (6) revenue growth, (7) operating income (before or
after taxes), (8) net earnings (before or after interest, taxes, depreciation and/or amortization), (9) return on equity, (10) capital
employed, or on assets or on net investment, (11) cost containment or reduction, (12) cash cost per ounce of production, (13) operating
margin, (14) debt reduction, (15) resource amounts, (16) production or production growth, (17) resource replacement or resource growth,
(18) successful completion of financings, or (19) any combination of the foregoing. To qualify awards as performance-based under Section
162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals (“targets”)
must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance
periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to
such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted
to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events
not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets; provided
that the Administrator may not make any adjustment to the extent it would adversely affect the qualification of any compensation payable
under such performance targets as “performance-based compensation” under Section 162(m) of Code. The applicable performance
measurement period may not be less than 3 months nor more than 10 years.


  


5.2.3     Form
of Payment. Grants or awards intended to qualify under this Section 5.2 may be paid in cash or shares of Common Stock or any combination
thereof.


 


5.2.4     Certification
of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs) is paid
and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code, the
Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based Award were
in fact timely satisfied.


 


5.2.5     Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion,
if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise.


 


5.2.6     Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator’s
authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the
Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation’s stockholders
that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this Plan (the “162(m)
Term”) .


 


5.2.7     Compensation
Limitations. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the term
of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed the Share Limit. The maximum aggregate number of shares
of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted during the 162(m) Term (other than
cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may not exceed the Share Limit. The maximum amount
that may be paid to any Eligible Person pursuant to Performance-Based Awards granted pursuant to Sections 5.1.6 (cash awards) during the
162(m) Term may not exceed $1,000,000.


 


5.3     Award
Agreements. Each award shall be evidenced by a written or electronic award agreement in the form approved by the Administrator
and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize any officer of the Corporation
(other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation (electronically or otherwise).
The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with
the express limitations of this Plan.


 


5.4     Deferrals
and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator
shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer
the issuance of shares of Common Stock or the settlement of awards in cash under such rules and procedures as it may establish under this
Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the
deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. All mandatory
or elective deferrals of the issuance of shares of Common Stock or the settlement of cash awards shall be structured in a manner that
is intended to comply with the requirements of Section 409A of the Code.


 


5.5     Consideration
for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant
to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to compliance
with applicable laws, including, without limitation, one or a combination of the following methods:


  


	 	●	services rendered by the recipient of such award;


  


	 	●	cash, check payable to the order of the Corporation, or electronic funds transfer;


    


	 	●	notice and third party payment in such manner as may be authorized by the Administrator;


  


	 	●	the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;


 


	 	●	by a reduction in the number of shares otherwise deliverable pursuant to the award; or


  


	 	●	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.


 


In the event that the Administrator allows a participant
to exercise an award by delivering shares of Common Stock previously owned by such participant and unless otherwise expressly provided
by the Administrator, any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of a stock
option or otherwise) must have been owned by the participant at least six months as of the date of delivery (or such other period as may
be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise
price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver
any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations
under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied.
Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s
ability to pay the purchase or exercise price of any award by any method other than cash payment to the Corporation.


 


5.6     Definition
of Fair Market Value. For purposes of this Plan “Fair Market Value” shall mean, unless otherwise determined
or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading day immediately before
the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the Common Stock is then listed for
the date in question, or if the Common Stock is no longer listed on a principal stock exchange, then by the Over-the-Counter Bulletin
Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed on a principal stock exchange or
is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable date, the Fair Market Value of
the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances.


  


5.7     Transfer
Restrictions.


 


5.7.1     Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the
award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts
payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant. 


 


5.7.2     Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to
such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish
in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs).
Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.


 


5.7.3     Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:


  


(a) transfers to the Corporation,


  


(b) the designation of a beneficiary
to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s
beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,


  


 (c)
subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations
order if approved or ratified by the Administrator,


  


(d) subject to any applicable
limitations on ISOs, if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his
or her legal representative, or


  


(e) the authorization by the
Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise
facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.


 


5.8      International
Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries
outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted
pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.


 


5.9     Vesting.
Subject to Sections 5.1.2 and 5.10 hereof, awards shall vest at such time or times and subject to such terms and conditions as shall be
determined by the Administrator at the time of grant; provided, however , that in the absence of any award vesting periods designated
by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to one-third of the total number of
shares subject to the award on each of the first, second and third anniversaries of the date of grant.


 


	6.	EFFECT OF TERMINATION OF SERVICE ON AWARDS


  


6.1     Termination
of Employment.


 


6.1.1      The
Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this
Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not
an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the
Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award agreement otherwise provides) of whether
the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services
shall be deemed to have terminated.


  


6.1.2     
For awards of stock options or SARs, unless the award agreement provides otherwise, the exercise period of such options or SARs shall
expire: (1) three months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary
(provided; however, that in the event of the participant’s death during this period, those persons entitled to exercise the option
or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such
option or SAR); (2) in the case of a participant whose termination of employment is due to death or disability (as defined in the applicable
award agreement), 12 months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary;
and (3) immediately upon a participant’s termination for “cause”. The Administrator will, in its absolute discretion,
determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the
question of whether a leave of absence constitutes a termination of employment and whether a participant’s termination is for “cause.”


 


If not defined in the applicable
award agreement, “Cause” shall mean:


 


(i) conviction of a felony or
a crime involving fraud or moral turpitude; or


 


(ii) theft, material act of dishonesty
or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs participant’s
ability to perform appropriate employment duties for the Corporation; or


 


(iii) intentional or reckless
conduct or gross negligence materially harmful to the Company or the successor to the Corporation after a Change in Control, including
violation of a non-competition or confidentiality agreement; or


 


(iv) willful failure to follow
lawful instructions of the person or body to which participant reports; or


 


(v) gross negligence or willful
misconduct in the performance of participant’s assigned duties. Cause shall not include mere unsatisfactory performance in
the achievement of participant’s job objectives.


 


6.1.3      For
awards of restricted shares, unless the award agreement provides otherwise, restricted shares that are subject to restrictions at the
time that a participant whose employment or service is terminated shall be forfeited and reacquired by the Corporation; provided that,
the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event of terminations resulting from
specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of restricted shares. Similar rules
shall apply in respect of RSUs.


  


6.2     Events
Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator,
otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave,
or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless
reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3 months.
In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award
while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless
the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration
of the term set forth in the award agreement.


  


6.3     Effect
of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation,
a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary
who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary that continues as
such after giving effect to the transaction or other event giving rise to the change in status.


 


	7.	ADJUSTMENTS; ACCELERATION


 


7.1     Adjustments.
Upon or in contemplation of any of the following events described in this Section 7.1,: any reclassification, recapitalization, stock
split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”) ; any merger,
arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution
in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall
in such manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance
with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common
Stock (or other securities) that thereafter may be made the subject of awards (including the number of shares provided for in this Plan),
(2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards,
(3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding
awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, and (5) the 162(m)
compensation limitations set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding
awards (provided that no adjustment shall be allowed to the extent inconsistent with the requirements of Code section 162(m)). Any adjustment
made pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely
result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administrator
may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant.


  


7.2     Change
in Control. Upon a Change in Control, each then-outstanding option and SAR shall automatically become fully vested, all restricted
shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Plan that is then
outstanding shall automatically become vested and payable to the holder of such award unless the Administrator has made
appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the Change in Control.
Notwithstanding the foregoing, the Administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise)
to provide for full or partial accelerated vesting of any award upon a Change In Control (or upon any other event or other circumstance
related to the Change in Control, such as an involuntary termination of employment occurring after such Change in Control, as the Administrator
may determine), irrespective of whether such any such award has been substituted, assumed, exchanged or otherwise continued pursuant to
the Change in Control.


   


For purposes of this Plan, “Change
in Control” shall be deemed to have occurred if:


  


(i) a tender offer (or series of related offers) shall
be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Corporation, unless as a result of
such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate
by the stockholders of the Corporation (as of the time immediately prior to the commencement of such offer), any employee benefit plan
of the Corporation or its Subsidiaries, and their affiliates;


  


(ii) the Corporation shall be merged or consolidated
with another entity, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving
or resulting entity shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction),
any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;


  


(iii) the Corporation shall sell substantially all
of its assets to another entity that is not wholly owned by the Corporation, unless as a result of such sale more than 50% of such assets
shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction), any employee
benefit plan of the Corporation or its Subsidiaries and their affiliates; or


  


(iv) a Person (as defined below) shall acquire 50%
or more of the outstanding voting securities of the Corporation (whether directly, indirectly, beneficially or of record), unless as a
result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned
in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the first acquisition of such securities
by such Person), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates.


  


For purposes of this Section
5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule
13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person” shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided ,
however , that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities
pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company.


 


Notwithstanding the foregoing,
(1) the Administrator may waive the requirement described in paragraph (iv) above that a Person must acquire more than 50% of the outstanding
voting securities of the Corporation for a Change in Control to have occurred if the Administrator determines that the percentage acquired
by a person is significant (as determined by the Administrator in its discretion) and that waiving such condition is appropriate in light
of all facts and circumstances, and (2) no compensation that has been deferred for purposes of Section 409A of the Code shall be payable
as a result of a Change in Control unless the Change in Control qualifies as a change in ownership or effective control of the Corporation
within the meaning of Section 409A of the Code.


 


7.3     Early
Termination of Awards. Any award that has been accelerated as required or permitted by Section 7.2 upon a Change in Control (or
would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provision that has been expressly
made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other
continuation of such award and provided that, in the case of options and SARs that will not survive, be substituted for, assumed, exchanged,
or otherwise continued in the transaction, the holder of such award shall be given reasonable advance notice of the impending termination
and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their terms before the termination
of such awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be
required and any acceleration may be made contingent upon the actual occurrence of the event).


 


The Administrator may make provision
for payment in cash or property (or both) in respect of awards terminated pursuant to this section as a result of the Change in Control
and may adopt such valuation methodologies for outstanding awards as it deems reasonable and, in the case of options, SARs or similar
rights, and without limiting other methodologies, may base such settlement solely upon the excess if any of the per share amount payable
upon or in respect of such event over the exercise or base price of the award.


 


7.4     Other
Acceleration Rules. Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal and stock exchange
requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator
to occur a limited period of time not greater than 30 days before the event. Without limiting the generality of the foregoing, the Administrator
may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an award if an event
giving rise to the acceleration does not occur. Notwithstanding any other provision of the Plan to the contrary, the Administrator may
override the provisions of Section 7.2, 7.3, and/or 7.5 by express provision in the award agreement or otherwise. The portion of any ISO
accelerated pursuant to Section 7.2 or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the
applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable
as a nonqualified stock option under the Code.


  


7.5     Possible
Rescission of Acceleration. If the vesting of an award has been accelerated expressly in anticipation of an event and the Administrator
later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding
and unexercised or otherwise unvested awards; provided, that , in the case of any compensation that has been deferred for purposes
of Section 409A of the Code, the Administrator determines that such rescission will not likely result in the imposition of additional
tax or interest under Code Section 409A.


 


	8.	OTHER PROVISIONS


  


8.1     Compliance
with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common
Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under awards are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin
requirements) and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion
of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan
will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one
of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting
requirements.


   


8.2     Future
Awards/Other Rights. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be)
under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.


  


8.3     No
Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall
confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of
its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee
at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation
or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however,
is intended to adversely affect any express independent right of such person under a separate employment or service contract other than
an award agreement.


 


8.4     Plan
Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special
or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise
provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any
related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create,
or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any
participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment
pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.


  


8.5     Tax
Withholding. Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shall have the right
at its option to:


  


(a) require the participant (or
the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum
amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment;
or


  


(b) deduct from any amount otherwise
payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum
amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.


  


In any case where a tax is required
to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such
rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered
by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales
price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation
on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding
under applicable law. 


  


8.6     Effective
Date, Termination and Suspension, Amendments.


  


8.6.1     Effective
Date and Termination. This Plan was approved by the Board and became effective on August 3, 2016. Unless earlier terminated by
the Board, this Plan shall terminate at the close of business on August 3, 2026. After the termination of this Plan either upon such stated
expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards
(and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions of this Plan.


    


8.6.2     Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in
part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3     Stockholder
Approval. To the extent then required by applicable law or any applicable stock exchange or required under Sections 162, 422 or
424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any
amendment to this Plan shall be subject to stockholder approval.


  


8.6.4     Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this
Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator
in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections
3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing
of an award is subject to the limitations set forth in Section 3.2(g).


  


8.6.5     Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change of or affecting any outstanding
award shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits
of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change.
Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes
of this Section 8.6.


  


8.7     Privileges
of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a participant shall not be entitled
to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant.
No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.


  


8.8     Governing
Law; Construction; Severability.


  


8.8.1     Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed
in accordance with the laws of the State of Nevada.


  


8.8.2     Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue
in effect.


  


8.8.3     Plan
Construction.


  


(a) Rule 16b-3. It is
the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants
who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award,
for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation
shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not
so qualify.


  


(b) Section 162(m). Awards
under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable
based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs
granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this
requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning
of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of
the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations
on deductibility under Section 162(m) of the Code) any such awards and any other Performance-Based Awards under Section 5.2 that are granted
to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility
limitations under Section 162(m).


  


(c) Code Section 409A Compliance.
The Board intends that, except as may be otherwise determined by the Administrator, any awards under the Plan are either exempt from or
satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”)
to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an
award, award agreement, acceleration, adjustment to the terms of an award, payment, distribution, deferral election, transaction or any
other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a participant’s award to become
subject to Section 409A, unless the Administrator expressly determines otherwise, such award, award agreement, payment, acceleration,
adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions
of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section
409A to the extent determined by the Administrator without the content or notice to the participant. Notwithstanding the foregoing, neither
the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty
on any participant under Section 409A and neither the Company nor the Administrator will have any liability to any participant for such
tax or penalty.


  


(d) No Guarantee of Favorable
Tax Treatment. Although the Company intends that awards under the Plan will be exempt from, or will comply with, the requirements
of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under
Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any participant
for any tax, interest or penalties the participant might owe as a result of the grant, holding, vesting, exercise or payment of any award
under the Plan


  


8.9     Captions.
Captions and headings are given to the sections and subsections of this 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 this Plan or any provision thereof.


  


8.10     Stock-Based
Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in
substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted
by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in
connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or an
affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part
of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided
the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common
Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by,
or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards
previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the
case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition
or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under
this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required
to comply with the requirements of any applicable stock exchange.


  


8.11     Non-Exclusivity
of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards
or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.


  


8.12     No
Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit,
affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment,
recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger,
arrangement, business combination, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any
issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof)
of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer
of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the
Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement
against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any
Subsidiary, as a result of any such action.


   


8.13     Other
Corporation Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant
to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any
other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator
expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such
other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives
to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.


  


8.14     Prohibition
on Repricing. Subject to Section 4, the Administrator shall not, without the approval of the stockholders of the Corporation (i)
reduce the exercise price, or cancel and reissue options so as to in effect reduce the exercise price or (ii) change the manner of determining
the exercise price so that the exercise price is less than the fair market value per share of Common Stock.


 


As adopted by the Board of Directors
of Red Cat Holdings, Inc. on May 24, 2019.