ARVANA
INC.

2022 STOCK INCENTIVE PLAN


Section
1. PURPOSE


1.1
Purpose. The purpose of the Arvana Inc. 2022 Stock Incentive Plan (“Plan”) is to provide a means through which Arvana Inc,
a Nevada corporation (“Company”) may attract able persons to serve as employees, directors, or consultants of the Company
or its subsidiaries and to provide a means whereby those individuals upon whom the responsibilities of the successful administration
and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, may
acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. Accordingly, the Plan provides
for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Restricted Stock Awards, or any combination
of the foregoing, as is best suited to the circumstances of the particular employee, consultant, or director as provided in the Plan.



Section
2. DEFINITIONS


2.1
Definitions. Whenever the following capitalized words or phrases are used, the following definitions will be applicable throughout the
Plan, unless specifically modified by any Section: 


(a)
“Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under
common control with such other person. 


(b)
“Award” means, individually or collectively, any Option or Restricted Stock Award. 


(c) “Board”
means the board of directors of the Company.






(d) “Change
of Control Value” means the amount determined in accordance with Section 9.4. 


(e)
“Code” means the Internal Revenue Code, as amended. Reference in the Plan to any section of the Code will be deemed to include
any amendments or successor provisions to such section and any regulations under such section. 


(f)
“Committee” means a committee of the Board that is selected by the Board as provided in Section 4.1. 


(g)
“Common Stock” means the common stock of the Company, par value $0.001, or any security into which such common stock may
be changed by reason of any transaction or event of the type described in Section 9. 


(h) “Commission”
means the Securities and Exchange Commission.


(i) “Company”
means Arvana Inc., a Nevada corporation. 


(j)
“Consultant” means any person who is not an Employee or Director and who is providing services to the Company or any subsidiary
corporation (as defined in § 424 of the Code) as an advisor, consultant, or other non-common law employee. 


(k)
“Corporate Change” means either (i) the Company not continuing as the surviving entity in any merger, share exchange, or
consolidation (or survives only as a subsidiary of an entity), or (ii) within a 12 month period, the Company sells, leases, or exchanges,
or agrees to sell, lease, or exchange, all or substantially all of its assets to any other person or entity, or (iii) within a 12 month,
period any person or entity, including a “group” as contemplated by § 13(d)(3) of the Exchange Act acquires or gains
ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s
voting stock (based upon voting power); provided, however, that a Corporate Change will not include (A) any reorganization, merger, consolidation,
sale, lease, exchange, or similar transaction, which involves solely the Company and one or more entities wholly-owned, directly or indirectly,
by the Company immediately prior to such event or (B) the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the voting stock of the Company immediately prior to such transaction or series of transactions
continue to hold 50% or more of the voting stock (based upon voting power) of (1) any entity that owns, directly or indirectly, the stock
of the Company, (2) any entity with which the Company has merged, or (3) any entity that owns an entity with which the Company has merged.



(l)
“Director” means (i) an individual elected to the Board by the stockholders of the Company or by the Board under applicable
corporate law who either is serving on the Board on the date the Plan is adopted by the Board or is elected to the Board after such date
and (ii) for purposes of and relating to eligibility for the grant of an Award, an individual elected to the board of directors of any
parent or subsidiary corporation (as defined in § 424 of the Code) of the Company.


(m)
“Employee” means any person in an employment relationship with the Company or any subsidiary corporation (as defined in §
424 of the Code).


(n)
“Exchange Act” means the Securities and Exchange Act of 1934, as amended.


(o)
“Fair Market Value” means, as of any specified date, (i) the mean of the high and low sales prices of the Common Stock either
(A) if the Common Stock is traded on the National Market System of the NASDAQ, as reported on the National Market System of NASDAQ on
that date (or if no sales occur on that date, on the last preceding date on which such sales of the Common Stock are so reported), or
(B) if the Common Stock is listed on a national securities exchange, as reported on the stock exchange composite tape on that date (or
if no sales occur on that date, on the last preceding date on which such sales of the Common Stock are so reported); (ii) if the Common
Stock is not traded on the National Market System of the NASDAQ or a national securities exchange but is traded over the counter at the
time a determination of its fair market value is required to be made under the Plan, the average between the reported high and low or
closing bid and asked prices of Common Stock on the most recent date on which Common Stock was publicly traded; or (iii) in the event
Common Stock is not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined
by the Committee in its discretion through the reasonable application of a reasonable valuation method that considers applicable factors
affecting market value and all information available as of the valuation date in accordance with the principles set forth in Treasury
Regulation § 1.409A-1(b)(5)(iv)(B).1


(p)
“Forfeiture Restrictions” will have the meaning assigned to such term in Section 8.2. been granted an Award within the meaning
of § 422 of the Code.2


(q)
 “Holder” means an Employee, Consultant, or Director who has been granted an Award.


(r)
 “Incentive Stock Option” means an incentive stock option within § 422 of the Code.


(s)
 “Non-statutory Stock Option” means Options that do not constitute Incentive Stock Options.


(t)
“Option” means an Award granted under Section 7 and includes both Incentive Stock Options and Non-statutory Stock Options.



(u)
“Option Agreement” means a written agreement between the Company and a Holder with respect to a Stock Option Award.


(v) “Plan”
means the Arvana Inc. 2022 Stock Incentive Plan, as amended from time to time. 


(w)
“Restricted Stock Agreement” means a written agreement between the Company and a Holder with respect to a Restricted Stock
Award. 


(x) “Restricted
Stock Award” means an Award granted under Section 8.3


(y)
“Rule 16b-3” means Commission Rule 16b-3 promulgated under the Exchange Act, as such may be amended from time to time, and
any successor rule, regulation, or statute fulfilling the same or a similar function. 


(z) “§
409A” means Section 409A of the Code.






2.2
Number and Gender. Wherever appropriate in the Plan, words used in the singular will be considered to include the plural, and words used
in the plural will be considered to include the singular. The masculine gender, where appearing in the Plan, will be deemed to include
the feminine gender.


2.3
Headings. The headings of Sections and Subsections in the Plan are included solely for convenience, and, if there is any conflict between
such headings and the text of the Plan, the text will control. All references to Sections and Subsections are to this document unless
otherwise indicated. 


Section
3. EFFECTIVE DATE AND DURATION OF THE PLAN


3.1
Effective Date. The Plan will become effective upon the date of its adoption by the Board; provided, however, that the Plan is approved
by the stockholders of the Company within 12 months after adoption. Notwithstanding any provision in the Plan, in any Option Agreement,
or in any Restricted Stock Agreement, no Option will be exercisable and no Restricted Stock Award will vest prior to stockholder approval.


Section
3. EFFECTIVE DATE AND DURATION OF THE PLAN


3.1
Effective Date. The Plan will become effective upon the date of its adoption by the Board; provided, however, that the Plan is approved
by the stockholders of the Company within 12 months after such adoption. Notwithstanding any provision in the Plan, in any Option Agreement,
or in any Restricted Stock Agreement, no Option will be exercisable and no Restricted Stock Award will vest prior to such stockholder
approval. 


3.2
Duration of Plan. No further Awards may be granted under the Plan after ten (10) years from the date the Plan is adopted by the Board.
The Plan will remain in effect until all Options granted under the Plan have been exercised, forfeited, assumed, substituted, satisfied
or expired and all Restricted Stock Awards granted under the Plan have vested or been forfeited. 


Section
4. ADMINISTRATION


4.1
Composition of Committee. The Plan will be administered by a committee of, and appointed by, the Board, in the absence of which appointment
the Board will serve as the Committee responsible for administration of the Plan. Notwithstanding the foregoing, the Committee appointed
will be comprised solely of two or more outside Directors (within the meaning of the term “outside directors” as used in
§ 162(m) of the Code and applicable interpretive authority under the Code and within the meaning of “Non-Employee Director”
as defined in Rule 16b-3). 


4.2
Powers. Subject to the express provisions of the Plan, the Committee will have authority, in its discretion, to determine which Employees,
Consultants, or Directors will receive an Award, the time or times when such Award will be made, whether an Incentive Stock Option or
Non-statutory Stock Option will be granted, and the number of shares to be subject to each Option or Restricted Stock Award. In making
such determinations, the Committee will take into account the nature of the services rendered by the respective Employees, Consultants,
or Directors, their present and potential contribution to the Company’s success, and such other factors as the Committee in its
discretion will deem relevant. 


4.3
Additional Powers. The Committee will have such additional powers as are delegated to it by the other provisions of the Plan. Subject
to the express provisions of the Plan, this will include the power (1) to construe the Plan and the respective agreements executed under
the Plan, (2) to prescribe rules and regulations relating to the Plan, (3) to determine the terms, restrictions, and provisions of the
agreement relating to each Award, including such terms, restrictions, and provisions as will be requisite in the judgment of the Committee
to cause designated Options to qualify as Incentive Stock Options, and (4) to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any
agreement relating to an Award in the manner and to the extent it will deem expedient to carry it into effect. The determinations of
the Committee on the matters referred to in this Section will be conclusive and binding on all persons. 


4.4
Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or employee of the Company or an Affiliate, the Company’s legal counsel, independent
auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee
of the Company or an Affiliate acting at the direction or on behalf of the Committee shall not be personally liable for any action or
determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be indemnified
and held harmless by the Company with respect to any such action or determination. 


Section
5. STOCK SUBJECT TO THE PLAN


5.1
Stock Offered. Subject to the limitations set forth in Section 5.2, the stock to be offered pursuant to the grant of an Award may be
(1) authorized but unissued Common Stock or (2) previously issued and outstanding Common Stock reacquired by the Company. Any of such
shares that remain unissued and are not subject to outstanding Awards at the termination of the Plan will cease to be subject to the
Plan, but until termination of the Plan the Committee will at all times make available a sufficient number of shares to meet the requirements
of the Plan. 


5.2
Plan and Individual Limitations on Shares. Subject to adjustment in the same manner as provided in Section 9 with respect to shares of
Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan will
not exceed three million five hundred thousand 3,500,000 shares. Notwithstanding any provision in the Plan to the contrary, the maximum
number of shares of Common Stock that may be subject to Awards granted under the Plan to any one individual during any calendar year
may not exceed two hundred and fifty thousand (250,000) shares (as adjusted from time to time in accordance with the provisions of the
Plan). Shares will be deemed to have been issued under the Plan only (1) to the extent actually issued and delivered pursuant to an Award
or (2) to the extent an Award is settled in cash. To the extent that an Award lapses or the rights of its Holder terminate, any shares
of Common Stock subject to such Award will again be available for the grant of an Award. The limitation set forth in the preceding sentences
will be applied in a manner that will permit compensation generated under the Plan to constitute “performance-based” compensation
for purposes of § 162(m) of the Code, including, without limitation, counting against such maximum number of shares, to the extent
required under § 162(m) of the Code and applicable interpretative authority under the Code, shares subject to Options that are canceled
or repriced. 


Section
6. GRANT OF AWARDS


6.1 Eligibility for Award. Awards may be granted only to persons who, at the time of grant, are Employees, Consultants, or Directors.




6.2 Grant of Awards. The Committee may from time to time in its discretion grant Awards to one or more Employees, Consultants, or Directors
determined by it to be eligible for participation in the Plan in accordance with the provisions of Section 6.1. An Award may be granted
on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive
Stock Option, a Non-statutory Stock Option, a Restricted Stock Award, or any combination thereof.4 


Section
7. STOCK OPTIONS




7.1 Option
Period. The term of each Option will be as specified by the Committee at the date of grant. 


7.2
Limitations on Vesting and/or Exercise of Option. An Option will vest and/or be exercisable in whole or in part and at such times as
determined by the Committee and set forth in the Notice of Grant and Option Agreement. The Committee in its discretion may provide that
an Option will be vested or exercisable upon (1) the attainment of one or more performance goals or targets established by the Committee,
which are based on (i) the price of a share of Common Stock, (ii) the Company’s earnings per share, (iii) the Company’s market
share, (iv) the market share of a business unit of the Company designated by the Committee, (v) the Company’s sales, (vi) the sales
of a business unit of the Company designated by the Committee, (vii) the net income (before or after taxes) of the Company or a business
unit of the Company designated by the Committee, (viii) the cash flow return on investment of the Company or any business unit of the
Company designated by the Committee, (ix) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company
or any business unit of the Company designated by the Committee, (x) the economic value added, or (xi) the return on stockholders’
equity achieved by the Company; (2) the Holder’s continued employment as an Employee with the Company or continued service as a
Consultant or Director for a specified period of time; (3) the occurrence of any event or the satisfaction of any other condition specified
by the Committee in its sole discretion; or (4) a combination of any of the foregoing. Each Option may, in the discretion of the Committee,
have different provisions with respect to vesting and/or exercise of the Option. 


7.3 Special
Limitations on Incentive Stock Options.




(a)
An Incentive Stock Option may be granted only to an individual who is an Employee at the time the Option is granted. 


(b)
No Incentive Stock Option will be granted to an individual if, at the time the Option is granted, such individual owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within
the meaning of § 422(b)(6) of the Code, unless (1) at the time such Option is granted the option price is at least 110% of the Fair
Market Value of the Common Stock subject to the Option and (2) such Option by its terms is not exercisable after the expiration of five
years from the date of grant. 


(c)
If an Option is designated as an Incentive Stock Option in the Notice of Grant of Stock Option, to the extent that such Option (together
with all Incentive Stock Options granted to the Optionee under the Plan and all other stock option plans of the Company and its parent
and subsidiaries) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than
$100,000, the portion of each such Incentive Stock Option that exceeds such amount will be treated as a Non-statutory Stock Option. For
purposes of this Subsection, Options designated as Incentive Stock Options are taken into account in the order in which they were granted,
and the Fair Market Value of Common Stock is determined as of the time the Option with respect to such Common Stock is granted. If the
Code is amended to provide for a different limitation from that set forth in this Subsection, such different limitation will be deemed
incorporated in the Plan effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an
Incentive Stock Option in part and as a Non-statutory Stock Option in part by reason of the limitation set forth in this Subsection,
the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee
will be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such
portion will be issued upon the exercise of the Option. 


(d)
An Incentive Stock Option (1) will not be transferable otherwise than by will or the laws of descent and distribution and (2) will be
exercisable during the Holder’s lifetime only by such Holder or his guardian or legal representative. 


(e)
The price at which a share of Common Stock may be purchased upon exercise of an Incentive Stock Option will not be less than 100% of
the Fair Market Value of a share of Common Stock on the date such Option is granted. 


7.4 Option
Agreement.5


(a)
Each Option will be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions
of the Plan as the Committee from time to time will approve, including, without limitation, provisions to qualify an Incentive Stock
Option under § 422 of the Code and provisions relating to vesting and exercisability. The terms and conditions of the Options and
respective Option Agreements need not be identical. Subject to the consent of the Holder, the Committee may, in its sole discretion,
amend an outstanding Option Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan (including,
without limitation, an amendment that accelerates the time at which the Option, or a portion of the Option, may be exercisable). 


(b)
Each Option Agreement will specify the effect of termination of (1) employment, (2) the consulting, advisory, or other non-common law
employee relationship, or (3) membership on the Board, as applicable, on the vesting and/or exercisability of the Option. 


(c)
An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Common
Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a
“cashless exercise” of the Option through procedures satisfactory to, and approved by and in the sole discretion of, the
Committee. Generally, and without limiting the Committee’s absolute discretion, a “cashless exercise” will only be
permitted at such times in which the shares underlying this Option are publicly traded. 


7.5
Option Price, Payment, and Exercise. Subject to Sections 7.3(b) and 7.3(e) with respect to Incentive Stock Options, the price at which
a share of Common Stock may be purchased upon exercise of an Option will be determined by the Committee, but will not be less than 100%
of the Fair Market Value of a share of Common Stock on the date such Option is granted. The Option or portion of the Option may be exercised
by delivery of an irrevocable notice of exercise to the Secretary of the Company, except as may otherwise be provided in the Option Agreement.
The purchase price of the Option or portion of the Option will be paid in full in the manner prescribed by the Committee. Separate stock
certificates will be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those
shares acquired pursuant to the exercise of a Non-statutory Stock Option. 


7.6
Stockholder Rights and Privileges. The Holder will be entitled to all the privileges and rights of a stockholder only with respect to
such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Holder’s
name. 


7.7
Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options may be granted under the Plan from time to
time in substitution for stock options held by individuals employed by corporations who become Employees, Consultants, or Directors as
a result of a merger, consolidation, or other business combination of the employing corporation with the Company or any subsidiary. 


Section
8. RESTRICTED STOCK AWARDS


8.1
Restricted Stock Agreement. At the time any Award is made under this Section 8.1, the Company and the Holder will enter into a Restricted
Stock Agreement setting forth each of the term contemplated by the Plan and such other terms as the Committee may determine to be appropriate.
The terms and provisions of the respective Restricted Stock Agreements need not be identical. 


8.2
Forfeiture Restrictions. Shares of Common Stock that are the subject of a Restricted Stock Award will be subject to restrictions on disposition
by the Holder and an obligation of the Holder to forfeit and surrender the shares to the Company under certain circumstances (“Forfeiture
Restrictions”). The Forfeiture Restrictions will be determined by the Committee in its sole discretion, and the Committee may provide
that the Forfeiture Restrictions will lapse upon (1) the attainment of one or more performance goals or targets established by the Committee,
which are based on (i) the price of a share of Common Stock, (ii) the Company’s earnings per share, (iii) the Company’s market
share, (iv) the market share of a business unit of the Company designated by the Committee, (v) the Company’s sales, (vi) the sales
of a business unit of the Company designated by the Committee, (vii) the net income (before or after taxes) of the Company or a business
unit of the Company designated by the Committee, (viii) the cash flow return on investment of the Company or any business unit of the
Company designated by the Committee, (ix) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company
or any business unit of the Company designated by the Committee, (x) the economic value added, or (xi) the return on stockholders’
equity achieved by the Company; (2) the Holder’s continued employment as an Employee with the Company or continued service as a
Consultant or Director for a specified period of time; (3) the occurrence of any event or the satisfaction of any other condition specified
by the Committee in its sole discretion; or (4) a combination of any of the foregoing. Each Restricted Stock Award may, in the discretion
of the Committee, have different Forfeiture Restrictions. 


8.3
Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award will be represented by a stock certificate registered
in the name of the Holder of such Restricted Stock Award. Unless otherwise provided in the Restricted Stock Agreement, the Holder will
have the right to receive dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common Stock subject to
such Restricted Stock Agreement, and to enjoy all other stockholder rights, except that (1) the Holder will not be entitled to delivery
of the stock certificate until the Forfeiture Restrictions have lapsed, (2) the Company will retain custody of the stock until the Forfeiture
Restrictions have lapsed, (3) the Holder may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the stock until
the Forfeiture Restrictions have lapsed, and (4) a breach of the terms and conditions established by the Committee pursuant to the Restricted
Stock Agreement will cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions, or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining
to the termination of employment or service as a Consultant or Director (by retirement, disability, death, or otherwise) of a Holder
prior to lapse of the Forfeitures Restrictions. Such additional terms, conditions, or restrictions will be set forth in the Restricted
Stock Agreement made in conjunction with the Award. Subject to the consent of the Holder and the restriction set forth in the last sentence
of Section 8.4 below, the Committee may, in its sole discretion, amend an outstanding Restricted Stock Agreement from time to time in
any manner that is not inconsistent with the provisions of the Plan. 


8.4
Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. The Committee may, in its discretion and as of a date
determined by the Committee, cause any or all Common Stock awarded to a Holder pursuant to a Restricted Stock Award to be fully vested,
and, upon such vesting, all restrictions applicable to such Restricted Stock Award will lapse as of such date. Any action by the Committee
pursuant to this Section may vary among individual Holders and may vary among the Restricted Stock Awards held by any individual Holder.
Notwithstanding the preceding provisions of this Section, the Committee may not take any action described in this Section with respect
to a Restricted Stock Award that has been granted to a “covered employee” (within the meaning of Treasury Regulation §
1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-based compensation under § 162(m) of the Code.



8.5
Payment for Restricted Stock. The Committee will determine the amount and form of any payment for Common Stock received pursuant to a
Restricted Stock Award; provided, however, that, in the absence of such a determination, a Holder will not be required to make any payment
for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law. 


Section
9. RECAPITALIZATION OR REORGANIZATION


9.1
No Effect on Board’s or Stockholders’ Power. The existence of the Plan and the Awards granted under the Plan will not affect
in any way the right or power of the Board or the stockholders of the Company to make or authorize (1) any adjustment, recapitalization,
reorganization, or other change in the Company’s capital structure or its business, (2) any merger, share exchange, or consolidation
of the Company or any subsidiary, (3) any issue of debt or equity securities ranking senior to or affecting Common Stock or the rights
of Common Stock, (4) the dissolution or liquidation of the Company or any subsidiary, (5) any sale, lease, exchange, or other disposition
of all or any part of the Company’s assets or business, or (6) any other corporate act or proceeding. 


9.2
Adjustment in the Event of Stock Subdivision, Consolidation, or Dividend. The shares with respect to which Options may be granted are
shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the
Company will effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without
receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Option may thereafter be exercised
(1) in the event of an increase in the number of outstanding shares, will be proportionately increased, and the purchase price per share
will be proportionately reduced, and (2) in the event of a reduction in the number of outstanding shares, will be proportionately reduced,
and the purchase price per share will be proportionately increased, without changing the aggregate purchase price or value as to which
outstanding Awards remain exercisable or subject to restrictions. No fractional share resulting from such adjustment shall be issued
under the Plan. 


9.3 Adjustment
in the Event of Recapitalization or Corporate Change. 


(a)
If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”),
the number and class of shares of Common Stock covered by an Option theretofore granted will be adjusted so that such Option will thereafter
cover the number and class of shares of stock and securities to which the Holder would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Holder had been the holder of record of the number of shares of Common
Stock then covered by such Option. 


(b)
If a Corporate Change occurs, then no later than (1) 10 days after the approval by the stockholders of the Company of a Corporate Change,
other than a Corporate Change resulting from a person or entity acquiring or gaining ownership or control of more than 50% of the outstanding
shares of the Company’s voting stock, or (2) 30 days after a Corporate Change resulting from a person or entity acquiring or gaining
ownership or control of more than 50% of the outstanding shares of the Company’s voting stock, the Committee, acting in its sole
discretion and without the consent or approval of any Holder, will effect one or more of the following alternatives, which alternatives
may vary among individual Holders and which may vary among Options held by any individual Holder: 


(i) Accelerate
the vesting of any Options (or any portion of any Option) then outstanding; 


(ii)
Accelerate the time at which some or all of the Options (or any portion of the Options) then outstanding may be exercised so that such
Options (or any portion of such Options) may be exercised for a limited period of time on or before a specified date (before or after
such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Holders under such
Options will terminate; 


(iii)
Require the mandatory surrender to the Company by selected Holders of some or all of the outstanding Options (or any portion of such
Options) held by such Holders (irrespective of whether such Options (or any portion of such Options) are then vested or exercisable under
the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee
will then cancel such Options (or any portion of such Options) and cause the Company to pay each Holder an amount of cash per share equal
to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options
for such shares; 


(iv)
Make such adjustments to Options (or any portion of such Options) then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to one or
more Options (or any portion of such Options) then outstanding); or 


(v)
Provide that the number and class of shares of Common Stock covered by an Option (or any portion of such Option) theretofore granted
will be adjusted so that such Option will thereafter cover the number and class of shares of stock or other securities or property (including,
without limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement of merger, consolidation,
or sale of assets or dissolution if, immediately prior to such merger, consolidation, or sale of assets or dissolution, the Holder had
been the holder of record of the number of shares of Common Stock then covered by such Option. 


9.4
Change of Control Value. For purposes of Section 9.3(b)(iii) above, the “Change of Control Value” will equal the amount determined
in one of the following clauses, whichever is applicable: 


(a)
The per share price offered to stockholders of the Company in any such merger, consolidation, sale of assets, or dissolution transaction;



(b)
The price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place;
or 


(c)
If such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into
which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be
the date of cancellation and surrender of such Options. 


In
the event that the consideration offered to stockholders of the Company in any transaction described in this Section 9.4 or in Section
9.3, above, consists of anything other than cash, the Committee will determine in its discretion the fair cash equivalent of the portion
of the consideration offered that is other than cash.


9.5
Other Adjustments. In the event of changes in the outstanding Common Stock by reason of recapitalizations, mergers, consolidations, reorganizations,
liquidations, combinations, split-ups, split-offs, spin-offs, exchanges, issuances of rights or warrants, or other relevant changes in
capitalization or distributions to the holders of Common Stock occurring after the date of grant of any Award and not otherwise provided
for by this Section, (1) such Award and any agreement evidencing such Award will be appropriately adjusted by the Committee as to the
number and price of shares of Common Stock or other consideration subject to such Award, without changing the aggregate purchase price
or value as to which outstanding Awards remain, and (2) the aggregate number of shares available under the Plan and the maximum number
of shares that may be subject to Awards to any one individual will be appropriately adjusted by the Committee, whose determination will
be conclusive and binding on all parties. 


9.6
Stockholder Action. If any event giving rise to an adjustment provided for in this Section requires stockholder action, such adjustment
will not be effective until such stockholder action has been taken. 


9.7
No Adjustment Except as Provided in the Plan and Permitted by § 409A. Except as expressly provided in the Plan, the issuance by
the Company of shares of stock of any class or securities convertible into shares of stock of any class for cash, property, labor, or
services, upon direct sale, upon the exercise of rights or warrants to subscribe for such shares or other securities, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value,
will not affect, and no adjustment by reason thereof will be made with respect to, the number of shares of Common Stock subject to Awards
theretofore granted or the purchase price per share, if applicable. Notwithstanding as otherwise provided in this Section 9, no adjustment
shall be made by the Committee that will subject an Award to § 409A or otherwise cause an Award to not comply with the requirements
of § 409A. 


Section
10. AMENDMENT AND TERMINATION OF THE PLAN


10.1 Termination
of Plan. The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards have
not theretofore been granted. 


10.2
Amendment of Plan. The Board will have the right to alter or amend the Plan or any part of the Plan from time to time; provided that
no change in any Award theretofore granted may be made that would impair the rights of the Holder without the consent of the Holder;
and provided, further, that the Board may not, without approval of the stockholders, amend the Plan to (1) increase the maximum aggregate
number of shares that may be issued under the Plan, (2) change the class of individuals eligible to receive Awards under the Plan, or
(3) otherwise modify the Plan in a manner that would require shareholder approval under applicable exchange rules and under the Code



Section
11. MISCELLANEOUS


11.1
No Right To An Award. Neither the adoption of the Plan nor any action of the Board or of the Committee will be deemed to give an Employee,
Consultant, or Director any right to be granted an Option, any right to a Restricted Stock Award, or any other rights under the Plan
except as may be evidenced by an Option Agreement or a Restricted Stock Agreement duly executed on behalf of the Company, and then only
to the extent and on the terms and conditions expressly set forth in such Agreement. 


11.2
Unfunded Plan. The Plan will be unfunded. The Company will not be required to establish any special or separate fund or to make any other
segregation of funds or assets to insure the payment of any Award. 


11.3
No Employment/Consulting/Membership Rights Conferred. Nothing contained in the Plan will (1) confer upon any Employee or Consultant any
right with respect to continuation of employment or of a consulting, advisory, or other non-common law relationship with the Company
or any subsidiary or (2) interfere in any way with the right of the Company or any subsidiary to terminate any Employee’s employment
or any Consultant’s consulting, advisory, or other non-common law relationship at any time. Nothing contained in the Plan will
confer upon any Director any right with respect to continuation of membership on the Board.


11.4
Compliance with Other Laws. The Company will not be obligated to issue any Common Stock pursuant to any Award granted under the Plan
at any time when the shares covered by such Award have not been registered under the Securities Act of 1933, as amended, and such other
state and federal laws, rules, or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel to
the Company, there is no exemption from the registration requirements of such laws, rules, or regulations available for the issuance
and sale of such shares. No fractional shares of Common Stock will be delivered, nor will any cash in lieu of fractional shares be paid.



11.5
Withholding. The Company will have the right to deduct or cause to be deducted in connection with all Awards any taxes required by law
to be withheld and to require any payments required to satisfy applicable withholding obligations. 


11.6
No Restriction on Corporate Action. Nothing contained in the Plan will be construed to prevent the Company or any subsidiary from taking
any corporate action that is deemed by the Company or such subsidiary to be appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Consultant, Director, beneficiary, or
other person will have any claim against the Company or any subsidiary as a result of any such action. 


11.7 Restrictions
on Transfer. An Award (other than an Incentive Stock Option, which will be subject to the transfer restrictions set forth in Section
7.3) will not be transferable otherwise than (1) by will or the laws of descent and distribution or (2) with the consent of the Committee.



11.8 Governing
Law. The Plan will be construed in accordance with the laws of the state of Utah.



    	 	1	 



     


    

1
The rules under § 409A are technical in nature. Prior to determining the exercise value, Holders should consult wit accounting
professionals with experience with equity compensation matters and legal counsel to confirm compliance.


2
A plan that offers incentive stock options must be approved by shareholders and directors pursuant to the rules under the Internal
Revenue Code.


3 Prior
to accepting the grant of restricted stock, a prospective grantee should consult with accounting professionals with experience with equity
compensation matters and legal counsel a grant may trigger taxes under the Internal Revenue Code that are the result of what are sometimes
called “Phantom Gains”, and should be addressed prior to grant. 


4
When an Award of options or stock is granted, the Company will provide a Notice of Grant and enter into a Stock Option or Restricted
Stock Award Agreement with the Holder as applicable.


5
When an Award of options is granted, the Company will provide a Notice of Grant, and enter into a Stock Option Agreement with the
Holder.