Exhibit
10.1


 


QUALIGEN
THERAPEUTICS, INC.


 


2022
EMPLOYEE STOCK PURCHASE PLAN


 


As
adopted by the Board of Directors on July 8, 2022


As
approved by the Stockholders on August 25, 2022


 


ARTICLE
1


 


PURPOSE;
TERM


 


1.1
Purpose. The purposes of the Plan are to (a) enhance the Company’s ability to attract and retain the services of Eligible Employees
upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and
(b) provide additional incentives to Eligible Employees to devote their effort and skill to the advancement of the Company, by providing
them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of
the Company. This Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of
the Code.


 


1.2
Term. Unless earlier terminated as provided herein, the Plan will be effective on the Effective Date and will terminate 10 years
from the date the Plan is adopted by the Board.


 


ARTICLE
2


 


DEFINITIONS
AND CONSTRUCTION


 


For
purposes of the Plan, terms not otherwise defined herein shall have the meanings indicated below:


 


2.1
“Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee or to
a third party administrator, the term Administrator shall mean the Committee or such third party administrator.


 


2.2
“Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained,
appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.


 


2.3
“Board” means the Board of Directors of the Company.


 


2.4
“Change in Control” means:


 


(a)
The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company possessing
more than 50% of the total combined voting power of all outstanding securities of the Company; provided, however, that
a Change in Control shall not result upon such acquisition of beneficial ownership if such acquisition occurs as a result of a public
offering of the Company’s securities or any financing transaction (or series of financing transactions);


 


(b)
A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding
voting securities of the Company immediately before such merger or consolidation hold, as a result of holding Company securities before
such transaction, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting
securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;


 


(c)
A reverse merger in which the Company is the surviving entity, but in which the holders of the outstanding voting securities of the Company
immediately before such merger hold, in the aggregate, securities possessing less than 50% of the total combined voting power of all
outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or


 




    	 



    	 



    

 


(d)
The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets
of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately before
such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more
than 50% of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s).


 


The
Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred in
respect of a particular set of circumstances, and the date of the occurrence of such Change in Control and any incidental matters relating
thereto.


 


2.5
“Common Stock” means the Common Stock, par value $0.001 per share, of the Company and such other securities of
the Company that may be substituted for Common Stock pursuant to Article 8.


 


2.6
“Code” means the Internal Revenue Code of 1986, as amended from time to time, together with the Treasury Regulations
and official guidance promulgated thereunder.


 


2.7
“Committee” means a committee of two or more members of the Board appointed to administer the Plan as set forth
in Section 11.1.


 


2.8
“Company” means Qualigen Therapeutics, Inc., a Delaware corporation.


 


2.9
“Compensation” of an Eligible Employee means the base compensation received by such Eligible Employee as compensation
for services to the Company or any Related Corporation during the relevant period, excluding incentive or performance-based compensation
(whether issued in the form of cash or equity), bonuses, overtime payments, sales commissions, travel and business expense reimbursements,
fringe benefits, perquisites and other similar payments. Such Compensation shall be calculated before deduction of any income or employment
tax withholdings, but shall be withheld from the Eligible Employee’s net income.


 


2.10
“Effective Date” means the date the stockholders of the Company approve the Plan pursuant to Article 10.


 


2.11
“Eligible Employee” means an Employee of the Company or any Related Corporation who would not, immediately after
any rights under the Plan are granted, own (directly or through attribution) or be deemed to own for purposes of Section 423(b)(3) of
the Code five percent (5%) or more of the total combined voting power or value of all classes of capital stock of the Company or any
Related Corporation. For purposes of the preceding sentence, the rules of Section 424(d) of the Code with regard to the attribution of
stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding
options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may, in its sole discretion,
determine that an Employee of the Company or any Related Corporation shall not be eligible to participate in an Offering Period if: (i)
the Employee’s customary employment is for not more than 20 hours per week; (ii) the Employee’s customary employment is for
not more than five months in any calendar year; (iii) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D)
of the Code or is a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer of
the Company or any Related Corporation thereof or (C) who is subject to the disclosure requirements of Section 16(a) of the Exchange
Act; (iv) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code
(which service requirement may not exceed two years); or (v) such Employee is a citizen or resident of a foreign jurisdiction and the
grant of a right to purchase stock under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or
the grant of a right to purchase stock under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would
cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided
that any exclusion in the foregoing clauses shall be applied in an identical manner under each Offering Period to all employees of
the Company or any Related Corporation, in accordance with Treasury Regulations Section 1.423-2(e). If a person (although previously
an Employee) has for an entire three months period not been an Employee, any status of such person as an Eligible Employee shall automatically
cease at such three-months mark.


 








2.12
“Employee” means any person who renders services to the Company or any Related Corporation as an employee within
the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or any Related Corporation
who does not render services to the Company or any Related Corporation as an employee within the meaning of Section 3401(c) of the Code.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave,
sick leave or other leave of absence approved by the Company and meeting the requirements of Treasury Regulations Section 1.421-1(h)(2).
Where the period of leave exceeds three months or such other period specified in Treasury Regulations Section 1.421-1(h)(2), and the
individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed
to have terminated on the first day immediately following such three-month period or such other period specified in Treasury Regulations
Section 1.421-1(h)(2).


 




    	 



    	 



    

 





2.13
“Enrollment Date” means the first Trading Day of each Offering Period.


 


2.14
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.


 


2.15
“Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows:


 


(a)
If the Common Stock is then listed or admitted for trading on a national securities exchange which reports closing sale prices, the Fair
Market Value shall be the closing sale price on the date of valuation on the principal securities exchange on which the Common Stock
is then listed or admitted for trading as reported in the Wall Street Journal or such other source as the Committee deems reliable, or,
if no closing sale price is quoted on such day, the determination shall be made by reference to the last date preceding such date for
which there is a closing price.


 


(b)
If the Common Stock is not then listed or admitted for trading on national securities exchange which reports closing sale prices, the
Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock as reported in The Wall Street Journal
or such other source as the Committee deems reliable or if there is no closing price for such date, the determination shall be made by
reference to the last date preceding such date for which there is a closing price.


 


(c)
If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator
in good faith using any reasonable method of evaluation in a manner consistent with the valuation principles under Section 409A of the
Code, which determination shall be conclusive and binding on all interested parties.


 


2.16
“Offering Period” means the periods of approximately six months during which an option granted pursuant to the
Plan may be exercised, (i) commencing on the first Trading Day on or after February 1 of each year and terminating on the first Trading
Day on or following July 31, approximately six months later, and (ii) commencing on the first Trading Day on or after August 1 of each
year and terminating on the first Trading Day on or following January 31, approximately six months later. The duration and timing of
Offering Periods may be changed pursuant to Article 4 and Article 9. In no event may an Offering Period exceed 27 months.


 


2.17
“Participant” means any Eligible Employee who has executed a subscription agreement or enrollment form and been
granted rights to purchase Common Stock pursuant to the Plan.


 


2.18
“Plan” means this 2022 Employee Stock Purchase Plan of the Company.


 


2.19
“Purchase Date” means the last Trading Day of each Offering Period.


 


2.20
“Purchase Price” means, with respect to a particular Offering Period, an amount equal to 85% of the lesser
of the Fair Market Value of a Share on (a) the applicable Enrollment Date, or on (b) the applicable Purchase Date; provided, however,
that the Purchase Price for subsequent Offering Periods may be determined by the Administrator in its sole discretion and at such discount
subject to compliance with Section 423 of the Code (or any successor provision, or any other applicable law, regulation or stock exchange
listing standard) or pursuant to Article 9.


 


2.21
“Related Corporation” means any “parent corporation” or “subsidiary corporation” of the
Company, as those terms are defined in Section 424(e) and (f) respectively, of the Code.


 


2.22
“Securities Act” means the Securities Act of 1933, as amended from time to time.


 


2.23
“Share” means a share of Common Stock.


 


2.24
“Trading Day” means a day on which The Nasdaq Stock Market or principal stock exchange on which the Common Stock
is then listed or admitted for trading is open for trading.


 




    	 



    	 



    




 


ARTICLE
3


 


SHARES
SUBJECT TO THE PLAN


 


3.1
Number of Shares. Subject to Article 8, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan
shall be 1,000,000 Shares. In addition, commencing on January 1, 2024 and on each January 1 thereafter during the term of the Plan, the
number of Shares reserved and available for issuance under the Plan shall be increased by the lesser of (a) 1.0% of the number of outstanding
Shares as of December 31 of the preceding calendar year or (b) such lesser number of Shares as determined by the Administrator. If any
right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such
right shall again become available for the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that
may be issued or transferred pursuant to rights granted under the Plan shall not exceed an aggregate of 1,200,000 Shares, subject to
Article 8.


 


3.2
Shares Distributed. The Shares available for issuance under the Plan may be authorized but unissued Shares, Shares held in treasury,
or Shares reacquired by the Company.


 


ARTICLE
4


 


OFFERING
PERIODS


 


4.1
Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first
Trading Day on or after February 1 and August 1 each year, or on such other date as the Administrator will determine. The Administrator
will have the authority to change the commencement date and duration of Offering Periods with respect to future offerings. Provided,
that no Offering Period shall begin before the Effective Date.


 


ARTICLE
5


 


ELIGIBILITY
AND PARTICIPATION


 


5.1
Eligibility. Any Eligible Employee who shall be employed by the Company or any Related Corporation on the day immediately preceding
a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the
requirements of this Article 5 and the limitations imposed by Section 423(b) of the Code.


 


5.2
Enrollment in Plan.


 


(a)
An Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a subscription agreement or enrollment
form to the Company in such form as the Administrator requires and by such time before the Enrollment Date for such Offering Period as
is designated by the Administrator from time to time.


 


(b)
Each such agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by the Company and
any Related Corporation on each payday during the Offering Period as payroll deductions under the Plan. An Eligible Employee may designate
any whole percentage of Compensation that is not less than 1% and not more than the maximum percentage specified by the Administrator
(which percentage shall be 12% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant
shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company in a
manner consistent with Section 12.5.


 


(c)
A Participant may increase or decrease the percentage of Compensation designated in his or her subscription agreement or enrollment form
at any time during an Offering Period (but not, however, with respect to an Offering Period during the last 20 days of such Offering
Period);provided, however, that the Administrator may limit the number of changes a Participant may make to his or her
payroll deduction elections during each Offering Period (and in the absence of any specific designation by the Administrator, a Participant
shall be allowed one change to his or her payroll deduction elections during each Offering Period). Any such change in payroll deductions
shall be effective with the first full payroll period following five business days after the Company’s receipt of a new subscription
agreement or enrollment form evidencing the new payroll deduction election (or such shorter or longer period as may be specified by the
Administrator).


 




    	 



    	 



    




 


(d)
A Participant may suspend payroll deductions at any time during an Offering Period. Any such suspension of payroll deductions shall be
effective with the first full payroll period following five business days after the Company’s receipt of a written notice of suspension
(or such shorter or longer period as may be specified by the Administrator). In the event a Participant elects to suspend his or her
payroll deductions with respect to an Offering Period, such Participant’s cumulative payroll deductions before the suspension shall
remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid
to such Participant unless he or she withdraws from participation in the Plan in accordance with Article 7. A Participant who suspends
payroll deductions during an Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period.


 


(e)
Except as otherwise determined by the Administrator, in its sole discretion from time to time, a Participant may participate in the Plan
only by means of payroll deductions and may not make contributions by lump sum payment for any Offering Period.


 


5.3
Payroll Deductions. Except as otherwise determined by the Administrator, in its sole discretion from time to time, payroll deductions
for a Participant shall commence with the first payroll following the Enrollment Date, and shall end with the last payroll in the Offering
Period to which his or her authorization is applicable, unless sooner terminated by the Participant in accordance with Article 7.


 


5.4
Effect of Enrollment. A Participant’s completion of a subscription agreement or enrollment form will enroll such Participant
in the Plan for each subsequent Offering Period on the terms contained therein until the Participant submits a new subscription agreement
or enrollment form, withdraws from participation under the Plan in accordance with Article 7, or otherwise becomes ineligible to participate
in the Plan.


 


5.5
Limitation on Purchase of Common Stock. An Eligible Employee may be granted rights under the Plan only if such rights, together with
any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company and any Related Corporations,
do not permit such employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate that exceeds
$25,000 of Fair Market Value of such stock (determined as of the first day of the Offering Period during which such rights are granted)
for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section
423(b)(8) of the Code. On each Enrollment Date, each Eligible Employee, pursuant to an offering made under the Plan, will be granted
an option to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount,
as designated by the Board, but in either case not exceeding 15% of such Employee’s earnings (or such other percentage as determined,
and as defined by the Board in for each Offering Period) during the period that begins on the Enrollment Date (or such later date as
the Board determines for a particular Offering Period) and ends on the date stated in the offering, which date will be no later than
the end of the Offering Period, and a purchase price equal to 85%, or such other specified percentage, of the Fair Market Value as of
the Enrollment Date. The Board may specify a maximum number of shares of Common Stock that may be purchased by any Participant on any
Purchase Date during such Offering Period.


 


5.6
Decrease or Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8)
of the Code and Section 5.5 (and any other limitations set forth in the Plan), a Participant’s payroll deductions may be suspended
by the Administrator at any time during an Offering Period. The balance of the amount credited to the account of each Participant that
has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code or Section 5.5 (or the other limitations set
forth in the Plan) shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable following the Purchase
Date.


 


5.7
Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulations Section 1.421-1(h)(2)
under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday
equal to his or her authorized payroll deduction.


 


ARTICLE
6


 


GRANT
AND EXERCISE OF RIGHTS


 


6.1
Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall
be granted a right to purchase the maximum number of whole Shares that an Eligible Employee may purchase during each Offering Period,
subject to the limits in Section 5.5, and shall have the right to purchase, on each Purchase Date during such Offering Period, such number
of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated before such Purchase Date and
retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price. The right shall expire on
the last day of the Offering Period.


 




    	 



    	 



    

 





6.2
Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions will automatically be applied
to the purchase of whole Shares of the Company, up to the maximum number of whole Shares permitted pursuant to the terms of the Plan
or as determined by the Administrator in its sole discretion from time to time, at the Purchase Price. No fractional Shares shall be
issued upon the exercise of rights granted under the Plan, unless the Administrator specifically provides otherwise. Any cash in lieu
of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s
account and carried forward and applied toward the purchase of whole Shares for the next following Offering Period.


 


6.3
Purchase of Shares. As soon as practicable following the applicable Purchase Date, the number of shares of Common Stock purchased
by a Participant pursuant to Section 6.2 shall be delivered (either in share certificate or book entry form), in the Company’s
sole discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or
other financial services firm designated by the Company.


 


6.4
Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect
to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment
Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the
Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase
on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in
its sole discretion to be equitable among all Participants for whom rights to purchase Common Stock are to be exercised pursuant to this
Article 6 on such Purchase Date, and shall either (a) continue all Offering Periods then in effect, or (b) terminate any or all Offering
Periods then in effect pursuant to Article 9. The Company may make a pro rata allocation of the Shares available on the Enrollment Date
of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance
under the Plan by the Company’s stockholders after such Enrollment Date. The balance of the amount credited to the account of each
Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as
reasonably practicable after the Purchase Date.


 


6.5
Withholding. At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all
of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal,
state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Common Stock.
At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary
for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock by the Participant.


 


6.6
Conditions to Issuance of Common Stock. The Company shall not be required to issue or deliver any certificates for, or make any book
entries evidencing, Shares purchased upon the exercise of rights under the Plan before fulfillment of all of the following conditions:


 


(a)
The admission of such Shares to listing on the principal stock exchange, if any, on which the Common Stock is then listed or admitted
for trading; and


 


(b)
The completion of any registration or other qualification of such Shares under any state or federal law, or under the rules or regulations
of the Securities and Exchange Commission, or any other governmental regulatory body that the Administrator shall, in its sole discretion,
deem necessary or advisable; and


 


(c)
The obtaining of any approval, authorization or waiver from any state or federal governmental agency that the Administrator shall, in
its sole discretion, determine to be necessary or advisable; and


 


(d)
The payment to the Company (by withholding or by direct payment) of all employee-side “withholding” amounts arising under
federal, state or local law in connection with such Shares.


 




    	 



    	 



    

 





ARTICLE
7


 


WITHDRAWAL;
CESSATION OF ELIGIBILITY


 


7.1
Withdrawal. A Participant may elect to withdraw from participation in the Plan at any time by giving written notice to the Company
in a form acceptable to the Administrator no later than five business days before the end of the Offering Period. All of the payroll
deductions credited to the Participant’s account and not yet used to exercise his or her rights under the Plan shall be paid to
the Participant as soon as reasonably practicable after receipt of the notice of withdrawal and such Participant’s rights for the
Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such
Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next
Offering Period unless the Participant delivers a new subscription agreement or enrollment form to the Company.


 


7.2
Suspension. A Participant may suspend payroll deductions at any time during an Offering Period in accordance with Section 5.2(d).
In the event a Participant elects to suspend his or her payroll deductions with respect to an Offering Period, such Participant’s
cumulative payroll deductions before the suspension shall remain in his or her account and shall be applied to the purchase of Shares
on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan
in accordance with Section 7.1.


 


7.3
Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility
to participate in any similar plan that may hereafter be adopted by the Company or in subsequent Offering Periods that commence after
the termination of the Offering Period from which the Participant withdraws.


 


7.4
Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed
to have elected to withdraw from the Plan pursuant to this Article 7 and the payroll deductions credited to such Participant’s
account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled
thereto under Section 12.1, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically
terminated.


 


ARTICLE
8


 


ADJUSTMENTS
UPON CHANGES IN STOCK


 


8.1
Changes in Capital Structure. Subject to Section 8.3, in the event, after the Effective Date, of any stock dividend, stock split,
combination or reclassification of shares, merger, consolidation, spin-off, recapitalization, distribution of Company assets to stockholders
(other than normal cash dividends), or any other similar corporate event affecting the Common Stock, the Administrator may make such
proportionate adjustments, if any, as the Administrator in its sole discretion may deem appropriate to reflect such change with respect
to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not
limited to, adjustments to the limitations in Section 3.1), (b) the Purchase Price with respect to any outstanding rights, and (c) the
class(es) and number of shares and price per Share subject to outstanding rights.


 


8.2
Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1, or any unusual or nonrecurring
transactions or events affecting the Company or its outstanding capital stock (including, without limitation, any Change in Control),
and whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions
or events, or to give effect to changes in laws, regulations or principles, the Administrator, in its sole discretion and on such terms
and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions:


 


(a)
To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would
have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding
right with other rights or property selected by the Administrator;


 


(b)
To provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 




    	 



    	 



    

 





(c)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or
in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)
To provide that Participants’ accumulated payroll deductions may be used to purchase Common Stock before the next scheduled Purchase
Date on such date as the Administrator determines and that Participants’ rights under the ongoing Offering Period(s) shall terminate;
and


 


(e)
To provide that all outstanding rights shall terminate without being exercised.


 


8.3
No Adjustment under Certain Circumstances. No adjustment or action described in this Article 8 or in any other provision of the Plan
shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the requirements of Section
423 of the Code.


 


8.4
No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class
or any dissolution, liquidation, merger, or consolidation of the Company or any other Related Corporation. Except as expressly provided
in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number of Shares that a Participant shall have the right to buy in any Offering Period or that are available for issuance under
the Plan.


 


ARTICLE
9


 


AMENDMENT,
MODIFICATION, SUSPENSION AND TERMINATION


 


9.1
Amendment, Modification, Suspension and Termination. The Administrator may amend, modify, suspend or terminate the Plan at any time
and from time to time; provided, however, that approval by a vote of the holders of the outstanding shares of the Company’s
capital stock entitled to vote shall be required to amend the Plan: (a) to increase the aggregate number, or change the type, of Shares
that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided by Article 8), (b) to change
the scope of the Participants under the Plan, (c) to change the Plan in any manner that would cause the Plan to no longer be an “employee
stock purchase plan” within the meaning of Section 423(b) of the Code, or (d) if required by the applicable rules or continued
listing requirements adopted by The Nasdaq Stock Market or the principal exchange on which the Shares are then listed or admitted for
trading. No rights may be granted under the Plan during any period of suspension.


 


9.2
Certain Changes to Plan. Without obtaining stockholder consent, without regard to whether any Participant’s rights may be considered
to have been adversely affected, and to the extent permitted by Section 423 of the Code, the Administrator may, in its sole discretion,
(a) change the commencement date of Offering Periods, (b) change the duration of Offering Periods, (c) limit the number of changes in
the amount withheld during an Offering Period, (d) calculate the Compensation amount for any Eligible Employee, (e) establish the maximum
amount of Compensation for which payroll deductions can be made, (f) set the time for delivery of notices under the Plan, and (g) establish
such other limitations or procedures as the Administrator determines to be advisable, in its sole discretion, that are consistent with
the Plan.


 


9.3
Unfavorable Financial or Accounting Consequences. Without obtaining stockholder consent, in the event the Administrator determines
that the ongoing operation of the Plan may result in unfavorable financial or accounting consequences, the Administrator may, in its
sole discretion, modify or amend the Plan to reduce or eliminate such accounting or financial consequence including, but not limited
to, (a) altering the calculation of the Purchase Price for any Offering Period, including an Offering Period underway at the time of
the change in Purchase Price, and (b) modifying the duration of any Offering Period so that the Offering Period ends on a new Purchase
Date, including an Offering Period underway at the time of the change in the Offering Period.


 


9.4
Payments upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s account shall be refunded
as soon as practicable after such termination.


 




    	 



    	 



    

 





ARTICLE
10


 


STOCKHOLDER
APPROVAL


 


10.1
Stockholder Approval. The Plan will be subject to approval by the stockholders, consistent with applicable laws, within 12 months
after the date this Plan is adopted by the Board. No right may be granted under the Plan before such stockholder approval.


 


ARTICLE
11


 


ADMINISTRATION


 


11.1
Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may
delegate such responsibilities in whole or in part to the Committee, which shall consist of two or more members of the Board. For purposes
of this Plan, the term “Administrator” means the Board or, with respect to any matter as to which responsibility has been
delegated to the Committee, the term Administrator shall mean the Committee. Each of the members of the Committee shall meet the independence
requirements under the then applicable rules or continued listing requirements adopted by The Nasdaq Stock Market or the principal exchange
on which the Shares are then listed or admitted for trading. Members of the Committee may be appointed from time to time by, and shall
serve at the pleasure of, the Board. The Committee may delegate administrative tasks under the Plan to the services of an Agent and/or
Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account under
the Plan for each Participant.


 


11.2
Authority of Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in the Plan (including,
without limitation, in Article 9) or by law, the Administrator shall have full power and authority to: (a) determine the persons to whom,
and the time or times at which, rights to purchase Common Stock shall be granted under the Plan and the provisions of each offering of
such rights (which need not be identical), (b) interpret the Plan and the rights granted under it, (c) establish, amend and revoke rules
and regulations for the administration of the Plan, (d) correct any defect or omission, or reconcile any inconsistency in the Plan, (e)
amend the Plan as provided in Article 9, (f) exercise such powers and perform such acts as the Administrator deems necessary to carry
out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code,
and (g) make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary
to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator
in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.


 


11.3
Expenses. All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne
by the Company. The Administrator may, with the approval of the Board or Committee, as applicable, employ attorneys, consultants, accountants,
brokerage firms, banks, financial institutions or other persons. The Administrator, the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations
made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested persons.


 


11.4
Limitation on Liability. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect
to duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify
each member of the Board or Committee, and any employee of the Company to whom duties are delegated under the Plan, who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative,
by reason of such person’s conduct in the performance of duties under the Plan.


 


ARTICLE
12


 


MISCELLANEOUS


 


12.1
Restriction upon Assignment. A right granted under the Plan shall not be transferable other than by will or the applicable laws of
descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. The Company shall not recognize
and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s
rights under the Plan or any rights thereunder.


 




    	 



    	 



    




 


12.2
Rights as a Stockholder. Participant shall not be deemed to be a holder of, or to have any of the rights of a holder with respect
to, Shares subject to a right granted under the Plan unless and until such Shares have been issued to the Participant in accordance with
Section 6.3, the Company’s transfer agent shall have transferred the Shares to Participant, and Participant’s name shall
have been entered as the stockholder of record on the books of the Company. Thereupon, Participant shall have full voting, dividend and
other ownership rights with respect to such Shares.


 


12.3
Interest. In no event shall interest accrue on the payroll deductions of a Participant under the Plan.


 


12.4
Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.


 


12.5
Application of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll deductions.


 


12.6
Account Statements. Individual accounts shall be maintained for each Participant in the Plan. Statements of individual accounts shall
be given to Participants at least annually, which statements shall set forth the amount of payroll deductions made, the Purchase Price
paid, the number of Shares purchased, and the remaining cash balance, if any. The Committee may delegate responsibility to prepare and
distribute the account statements to an Agent and/or Employee(s).


 


12.7
No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed
to constitute a contract between the Company and any Eligible Employee or Participant to be consideration for, or an inducement to, or
a condition of, the employment of any Eligible Employee or Participant. Nothing contained in the Plan shall be deemed to give the right
to any Participant to be retained as an employee of the Company or any Related Corporation or to interfere with the right of the Company
or any Related Corporation to discharge any Eligible Employee or Participant at any time.


 


12.8
Effect upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company.
Nothing in the Plan shall be construed to limit the right of the Company to establish any other forms of incentives or compensation for
Employees of the Company or any Related Corporation.


 


12.9
Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual
who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption
rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application
of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform
to such applicable exemptive rule.


 


12.10
Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of
any Shares purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the Enrollment
Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares were
purchased. Such notice shall specify the date of such disposition or other transfer, the amount and type of consideration realized (cash,
other property, assumption of indebtedness or other consideration) by the Participant in such disposition or other transfer, and such
additional information as may be requested by the Administrator.


 


12.11
Equal Rights and Privileges. All Eligible Employees of the Company and any Related Corporation shall have equal rights and privileges
under this Plan to the extent required under Section 423 of the Code so that this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 of the Code. Any provision of this Plan that is inconsistent with Section 423 of the Code
shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement
of Section 423 of the Code.


 


 


12.12
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the
State of Delaware without regard to principles of conflicts of laws thereof or of any other jurisdiction.


 


12.13
Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet
(or other shared electronic medium controlled by the Company to which a Participant has access).