ORBITAL
TRACKING CORP


STOCK
OPTION AGREEMENT


 


This
STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of May 2017 (the “Grant Date”),
is between Orbital Tracking Corp, a Nevada corporation (the “Company”), and __________ (the “Optionee”).


 


WHEREAS,
the Company desires to give the Optionee the opportunity to purchase _________ shares of common stock of the Company, par value
$0.0001 per share, (“Common Shares”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.
Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase
all or any part of an aggregate of _________ Common Shares. The Option is in all respects limited and conditioned as hereinafter
provided.


 


2.
Exercise Price. The exercise price of the Common Shares covered by this Option shall be $0.01 per share.


 


3.
Term. Unless earlier terminated pursuant to any provision of this Option Agreement, this Option shall expire ten years
from date of grant (the “Expiration Date”). This Option shall not be exercisable on or after the Expiration Date.


 


4.
Exercise of Option. The Option shall be fully vested upon date of grant and will remain exercisable until it is exercised
or until it terminates.


 


5.
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised
by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election
to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person
or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full
shares will be issued.


 


The
exercise price shall be paid to the Company:


 


(a)
in cash, or by certified check, bank draft, or postal or express money order;


 


(b)
through the delivery of Common Shares previously acquired by the Optionee;


 


(c)
by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions
to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;


 


(d)
in Common Shares newly acquired by the Optionee upon exercise of the Option; or


 


(e)
in any combination of (a), (b), (c) or (d) above.


 


In
the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall
be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. “Fair Market Value” means
the closing price on the final trading day immediately prior to the Grant Date of the Common Shares on the principal securities
exchange on which the Common Shares are listed (if the Common Shares are so listed), or on the NASDAQ Stock Market or OTC Bulletin
Board (if the Common Shares are regularly quoted on the NASDAQ Stock Market or OTC Bulletin Board, as the case may be), or, if
not so listed, the mean between the closing bid and asked prices the Common Shares in the over the counter market, or, if such
bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company,
or as determined by the Board. Anything in this Section 2 to the contrary notwithstanding, in no event shall the purchase price
per share of the Common Shares be less than the minimum price permitted under the rules and policies of any national securities
exchange on which Common Shares are listed.


 




    	 



    	 



    

 


Upon
receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares
with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s)
representing such Common Shares.


 


Such
certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee
and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s
spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person
exercising the Option. In the event the Option is exercised by any person after the death or disability of the Optionee, the notice
shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased
upon exercise of the Option as provided herein shall be fully paid and non-assessable.


 


Upon
exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal,
State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Board, Common
Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements
for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation
or such other means as the Board considers appropriate to the fullest extent permitted by applicable law.


 


6.
Non-Transferability of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other
than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.


 


7.
Disability. If the Optionee becomes disabled prior to the Expiration Date, then this Option may be exercised by the Optionee
or by the Optionee’s legal representative.


 


8.
Death. If the Optionee dies prior to the Expiration Date, then this Option may be exercised by the Optionee’s estate,
personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of
the Optionee’s death, to the extent of the number of Common Shares with respect to which the Optionee could have exercised
it on the date of his or her death, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date
of the Optionee’s death. Any part of the Option that was not exercisable immediately before the Optionee’s death shall
terminate at that time.


 


10.
Securities Matters. (a) If, at any time, counsel to the Company shall determine that the listing, registration or qualification
of the Common Shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval
of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase of Common Shares hereunder, such Option may not
be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the Board of Directors. The Company shall be under
no obligation to apply for or to obtain such listing, registration or qualification, or to satisfy such condition. The Board shall
inform the Optionee in writing of any decision to defer or prohibit the exercise of an Option. During the period that the effectiveness
of the exercise of an Option has been deferred or prohibited, the Optionee may, by written notice, withdraw the Optionee’s
decision to exercise and obtain a refund of any amount paid with respect thereto.


 




    	 



    	 



    

 


(b)
The Company may require: (i) the Optionee (or any other person exercising the Option in the case of the Optionee’s death
or disability) as a condition of exercising the Option, to give written assurances, in substance and form satisfactory to the
Company, to the effect that such person is acquiring the Common Shares subject to the Option for his or her own account for investment
and not with any present intention of selling or otherwise distributing the same, and to make such other representations or covenants;
and (ii) that any certificates for Common Shares delivered in connection with the exercise of the Option bear such legends, in
each case as the Company deems necessary or appropriate, in order to comply with federal and applicable state securities laws,
to comply with covenants or representations made by the Company in connection with any public offering of its Common Shares or
otherwise. The Optionee specifically understands and agrees that the Common Shares, if and when issued upon exercise of the Option,
may be “restricted securities,” as that term is defined in Rule 144 under the Securities Act of 1933 and, accordingly,
the Optionee may be required to hold the shares indefinitely unless they are registered under such Securities Act of 1933, as
amended, or an exemption from such registration is available.


 


(c)
The Optionee shall have no rights as a shareholder with respect to any Common Shares covered by the Option (including, without
limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of
a stock certificate to the Optionee for such Common Shares. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.


 


11.
Governing Law. The laws of the State of Nevada (without reference to the principles of conflict of laws) shall govern the
operation of, and the rights of the Optionee and the Options granted herein.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be duly executed by its duly authorized officer, and the
Optionee has hereunto set his hand and seal, all as of the ___ day of May 2017.


 


ORBITAL
TRACKING CORP.


 


	By:	/s/
    David Phipps	 
	Name:	David
Phipps	 
	Title:
    	Chief
    Executive Officer	 
	 	 	 
	By:
    	 	 
	Name:	 Optionee	 


 




    	 



    	 



    

 


ORBITAL
TRACKING CORP


Notice
of Exercise of Stock Option


 


I
hereby exercise the stock option granted to me pursuant to the Stock Option Agreement dated as of May__, 2017, by Orbital Tracking
Corp (the “Company”), with respect to the following number of shares of the Company’s common stock (“Shares”),
par value $0.0001 per Share, covered by said option:


 


Number
of Shares to be purchased: _______


Purchase
price per Share: $0.01


 


Total
purchase price: $_______


 


	 	A.	Enclosed
    is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial [circle
    one] payment for such Shares;


 


and/or


 


	 	B.	Enclosed
    is/are Share(s) with a total Fair Market Value of $_______ in full/partial [circle one] payment for such Shares;


 


and/or


 


	 	C.	I
    have provided notice to [insert name of broker], a broker, who will render full/partial [circle one] payment
    for such Shares. [Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise
    and irrevocable instructions to pay to the Company the full exercise price.]


 


and/or


 


	 	D.	I
    elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant
    to the exercise of the Option.


 


Please
have the certificate or certificates representing the purchased Shares registered in the following name or names*: ; and sent
to .


 


	DATED:
    	 	 


Optionee’s
Signature


 


*Certificates
may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his
or her spouse.