Exhibit 10.11


 


usell.com,
Inc 


2008
Equity Incentive Plan, as amended


  


1.      
    Scope of Plan; Definitions.


 


(a)          This
2008 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Money4Gold Holdings, Inc.
(the “Company”) by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers,
directors, by creating incentives and rewards for their contributions to the success of the Company. This Plan will provide to
(a) Officers and other employees of the Company opportunities to purchase common stock (“Common Stock”) of the Company
pursuant to Options granted hereunder which qualify as incentive stock options (“ISOs”) under Section 422(b) of the
Internal Revenue Code of 1986 (the “Code”), (b) directors, Officers, employees and consultants of the Company opportunities
to purchase Common Stock in the Company pursuant to options granted hereunder which do not qualify as ISOs (“Non-Qualified
Options”); (c) directors, Officers, employees and consultants of the Company opportunities to receive shares of Common Stock
of the Company which normally are subject to restrictions on sale (“Restricted Stock”); (d) directors, Officers, employees
and consultants of the Company opportunities to receive grants of stock appreciation rights (“SARs”); and (e) directors,
Officers, employees and consultants of the Company opportunities to receive grants of restricted stock units (“RSUs”).
ISOs, Non-Discretionary Options and Non-Qualified Options are referred to hereafter as “Options.” Options, Restricted
Stock, RSUs and SARs are sometimes referred to hereafter collectively as “Stock Rights.” Any of the Options and/or
Stock Rights may in the Compensation Committee’s discretion be issued in tandem to one or more other Options and/or Stock
Rights to the extent permitted by law.


 


This Plan is intended
to comply in all respects with Rule 16b-3 (“Rule 16b-3”) and its successor rules as promulgated under Section 16(b)
of the Securities Exchange Act of 1934 (the “Exchange Act”) for participants who are subject to Section 16 of the Exchange
Act. To the extent any provision of the Plan or action by the Plan administrators fails to so comply, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the Plan administrators. Provided, however, such exercise
of discretion by the Plan administrators shall not interfere with the contract rights of any grantee. In the event that any interpretation
or construction of the Plan is required, it shall be interpreted and construed in order to ensure, to the maximum extent permissible
by law, that such grantee does not violate the short-swing profit provisions of Section 16(b) of the Exchange Act and that any
exemption available under Rule 16b-3 or other rule is available.


 


(b)          For
purposes of the Plan, capitalized words and terms shall have the following meaning:


 


“Board”
means the board of directors of the Company.


 


“Bulletin
Board” shall mean the Over-the-Counter Bulletin Board.


 


“Chairman”
means the chairman of the Board.


 




    	 



    	 



    

  


“Change of
Control” means the occurrence of any of the following events: (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the
Company’s then outstanding voting securities; (ii)  the consummation of the sale or disposition by the Company of all
or substantially all of the Company’s assets in a transaction which requires shareholder approval under applicable state
law; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent)
at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.


 


“Code”
shall have the meaning given to it in Section 1(a).


 


“Common Stock”
shall have the meaning given to it in Section 1(a).


 


“Company”
shall have the meaning given to it in Section 1(a) and also includes a corporation which is a subsidiary corporation with respect
to the Company within the meaning of Section 425(f) of the Code.


 


“Compensation
Committee” means the stock option committee of the Board, if any, which shall consist of two or more members of the
Board, each of whom shall be both an “outside director” within the meaning of Section 162(m) of the Code and a “non-employee
director” within the meaning of Rule 16b-3. All references in this Plan to the Compensation Committee shall mean the Board
when (i) there is no Compensation Committee or (ii) the Board has retained the power to administer this Plan.


 


“Disability”
means “permanent and total disability” as defined in Section 22(e)(3) of the Code or successor statute.


 


“Disqualifying
Disposition” means any disposition (including any sale) of Common Stock underlying an ISO before the later of (i) two years
after the date of employee was granted the ISO or (ii) one year after the date the employee acquired Common Stock by exercising
the ISO.


 


“Exchange
Act” shall have the meaning given to it in Section 1(a).


 


“Fair Market
Value” shall be determined as of the Trading Day on or the last Trading Day before the date a Stock Right is granted and
shall mean:


 


(1)         the
closing price on the principal market if the Common Stock is listed on a national securities exchange or the Bulletin Board.


 




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(2)         if
the Company’s shares are not listed on a national securities exchange or the Bulletin Board, then the closing price if reported
or the average bid and asked price for the Company’s shares as published by Pink Sheets LLC;


 


(3)         if
there are no prices available under clauses (1) or (2), then Fair Market Value shall be based upon the average closing bid and
asked price as determined following a polling of all dealers making a market in the Company’s Common Stock; or


 


(4)         if
there is no regularly established trading market for the Company’s Common Stock, the Fair Market Value shall be established
by the Board or the Compensation Committee taking into consideration all relevant factors including the most recent price at which
the Company’s Common Stock was sold.


 


“ISO”
shall have the meaning given to it in Section 1(a).


 


“Non-Discretionary
Options” shall have the meaning given to it in Section 1(a).


 


“Non-Qualified
Options” shall have the meaning given to it in Section 1(a).


 


“Officers”
means a person who is an executive officer of the Company and is required to file ownership reports under Section 16(a) of the
Exchange Act.


 


“Options”
shall have the meaning given to it in Section 1(a).


 


“Plan”
shall have the meaning given to it in Section 1(a).


 


“Restricted
Stock” shall have the meaning contained in Section 1(a).


 


“RSU”
shall have the meaning given to it in Section 1(a).


 


“Rule 16b-3”
shall have the meaning given to it in Section 1(a).


 


“SAR”
shall have the meaning given to it in Section 1(a).


 


“Securities
Act” means the Securities Act of 1933.


 


“Stock Rights”
shall have the meaning given to it in Section 1(a).


 


“Trading
Day” shall mean a day on which the New York Stock Exchange is open for business.


 


“Transaction”
has the meaning defined by Section 14(c).


 




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2.      
      Administration of the Plan.


 


(a)          The
Plan may be administered by the entire Board or by the Compensation Committee. Once appointed, the Compensation Committee shall
continue to serve until otherwise directed by the Board. A majority of the members of the Compensation Committee shall constitute
a quorum, and all determinations of the Compensation Committee shall be made by the majority of its members present at a meeting.
Any determination of the Compensation Committee under the Plan may be made without notice or meeting of the Compensation Committee
by a writing signed by all of the Compensation Committee members. Subject to ratification of the grant of each Stock Right by the
Board (but only if so required by applicable state law), and subject to the terms of the Plan, the Compensation Committee shall
have the authority to (i) determine the employees of the Company (from among the class of employees eligible under Section 3 to
receive ISOs) to whom ISOs may be granted, and to determine (from among the class of individuals and entities eligible under Section
3 to receive Non-Qualified Options, Restricted Stock, RSUs and SARs) to whom Non-Qualified Options, Restricted Stock, RSUs and
SARs may be granted; (ii) determine when Stock Rights may be granted; (iii) determine the exercise prices of Stock Rights other
than Restricted Stock and RSUs, which shall not be less than the Fair Market Value; (iv) determine whether each Option granted
shall be an ISO or a Non-Qualified Option; (v) determine when Stock Rights shall become exercisable, the duration of the exercise
period and when each Stock Right shall vest; (vi) determine whether restrictions such as repurchase
options are to be imposed on shares subject to or issued in connection with Stock Rights, and the nature of such restrictions,
if any, and (vii) interpret the Plan and promulgate and rescind rules and regulations relating to it. The interpretation and construction
by the Compensation Committee of any provisions of the Plan or of any Stock Right granted under it shall be final, binding and
conclusive unless otherwise determined by the Board. The Compensation Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best.


 


No members of the Compensation
Committee or the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Stock
Right granted under it. No member of the Compensation Committee or the Board shall be liable for any act or omission of any other
member of the Compensation Committee or the Board or for any act or omission on his own part, including but not limited to the
exercise of any power and discretion given to him under the Plan, except those resulting from his own gross negligence or willful
misconduct.


 


(b)          The
Compensation Committee may select one of its members as its chairman and shall hold meetings at such time and places as it may
determine. All references in this Plan to the Compensation Committee shall mean the Board if no Compensation Committee has been
appointed. From time to time the Board may increase the size of the Compensation Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused or remove
all members of the Compensation Committee and thereafter directly administer the Plan.


 




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(c)          Stock
Rights may be granted to members of the Board, whether such grants are in their capacity as directors, Officers or consultants.
All grants of Stock Rights to members of the Board shall in all other respects be made in accordance with the provisions of this
Plan applicable to other eligible persons. Members of the Board who are either (i) eligible for Stock Rights pursuant to the Plan
or (ii) have been granted Stock Rights may vote on any matters affecting the administration of the Plan or the grant of any Stock
Rights pursuant to the Plan.


 


(d)          In
addition to such other rights of indemnification as he may have as a member of the Board, and with respect to administration of
the Plan and the granting of Stock Rights under it, each member of the Board and of the Compensation Committee shall be entitled
without further act on his part to indemnification from the Company for all expenses (including advances of litigation expenses,
the amount of judgment and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably
incurred by him in connection with or arising out of any action, suit or proceeding, including any appeal thereof, with respect
to the administration of the Plan or the granting of Stock Rights under it in which he may be involved by reason of his being or
having been a member of the Board or the Compensation Committee, whether or not he continues to be such member of the Board or
the Compensation Committee at the time of the incurring of such expenses; provided, however, that such indemnity
shall be subject to the limitations contained in any Indemnification Agreement between the Company and the Board member or Officer.
The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member
of the Board or the Compensation Committee and shall be in addition to all other rights to which such member of the Board or the
Compensation Committee would be entitled to as a matter of law, contract or otherwise.


 


(e)          The
Board may delegate the powers to grant Stock Rights to Officers to the extent permitted by the laws of the Company’s state
of incorporation.


 


3.           Eligible Employees and Others.


 


(a)          (i)          ISOs
may be granted to any employee of the Company or any Related Corporation. Those Officers and directors of the Company who are not
employees may not be granted ISOs under the Plan. ISOs may not be granted unless this Plan has been
approved by the Company’s shareholders within one year after it has been adopted by the Board.


 


(ii)         Subject
to compliance with Rule 16b-3 and other applicable securities laws, Non-Qualified Options, Restricted Stock, RSUs and SARs may
be granted to any director (whether or not an employee), Officers, employees or consultants of the Company or any Related Corporation.


 


(iii)        The
Compensation Committee may take into consideration a recipient’s individual circumstances in determining whether to grant
an ISO, a Non-Qualified Option, Restricted Stock, RSUs or a SAR. Granting of any Stock Right to any individual or entity shall
neither entitle that individual or entity to, nor disqualify him from participation in, any other grant of Stock Rights.




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(b)          All
directors of the Company who are not employees or beneficial owners of 10% or more of the Common Stock of the Company shall automatically
receive the following grant of Non-Qualified Options as appropriate:


 


(i)          Initial
Grants. On the date on which this Plan is approved by the Board or a person is first elected or appointed, whether elected by the
shareholders of the Company or appointed by the Board to fill a Board vacancy, each non-employee director, except Neil McDermott,
shall receive an automatic grant of Non-Qualified Options and Restricted Stock (or RSUs if selected by the director with such delivery
deferral as the director may select) based upon Fair Market Value. In lieu of Restricted Stock or RSUs, the director may elect
to receive Non-Qualified Options for the entire grant.


 


	Qualifying Event	 	Stock Options	 	 	Restricted Stock	 
	Initial appointment as Chairman of the Board	 	$	62,500	 	 	$	62,500	 
	Initial election or appointment of non-employee director	 	$	50,000	 	 	$	50,000	 
	Initial appointment as Chairman of a Committee	 	$	7,500	 	 	$	7,500	 
	Initial appointment as Committee Member	 	$	5,000	 	 	$	5,000	 



 


(ii)         Annual
Grants. On July 1st of each year, each non-employee director shall receive an automatic grant of Non-Qualified Options
and Restricted Stock (or RSUs if selected by the director with such delivery deferral as the director may select) based upon Fair
Market Value. In lieu of Restricted Stock or RSUs, the director may elect to receive Non-Qualified Options for the entire grant.


 


	Qualifying Event	 	Stock Options	 	 	Restricted Stock	 
	Annual grant to Chairman of the Board	 	$	50,000	 	 	$	50,000	 
	Annual grant to non-employee director	 	$	37,500	 	 	$	37,500	 
	Annual grant to a Chairman of a Committee	 	$	5,000	 	 	$	5,000	 
	Annual grant to Committee Member	 	$	3,750	 	 	$	3,750	 



 


(iii)        Vesting.
All initial grants under this Section 3(b) shall vest annually in equal increments over a three-year period following the date
of the automatic grant, subject to service in the capacity in which the grant is received on the applicable vesting dates. Any
fractional vesting shall be rounded up one or two times, as applicable. All annual grants shall vest 12 months following the date
of grant, subject to service with the Company in the capacity in which the grant is received on the applicable vesting dates.


  


(iv)        All
grants of Non-Qualified Options under this Section 3(b) shall be exercisable for a period of five years unless otherwise provided
by the Board.


 


(v)       
All grants of Non-Qualified Options under this Section 3(b) are subject to adjustment under Section 14.


 


(c)          The
exercise price of the Options or SARs under Section 3 shall be Fair Market Value or such higher price as may be established by
the Compensation Committee, the Board or by the Code.


 




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4.            Common
Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001,
or shares of Common Stock reacquired by the Company in any manner, including purchase, forfeiture or otherwise. The aggregate number
of shares of Common Stock which may be issued pursuant to the Plan is 8,000,000 subject to adjustment as provided in Section 14.
Any such shares may be issued under ISOs, Non-Qualified Options, Restricted Stock, RSUs or SARs, so long as the number of shares
so issued does not exceed the limitations in this Section. If any Stock Rights granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if
the Company shall reacquire any unvested shares, the unpurchased shares subject to such Stock Rights and any unvested shares so
reacquired by the Company shall again be available for grants under the Plan.


 


5.            Granting
of Stock Rights.


 


(a)          The
date of grant of a Stock Right under the Plan will be the date specified by the Board or Compensation Committee at the time it
grants the Stock Right; provided, however, that such date shall not be prior to the date on which the Board or Compensation
Committee acts to approve the grant. The Board or Compensation Committee shall have the right, with the consent of the optionee,
to convert an ISO granted under the Plan to a Non-Qualified Option pursuant to Section 17.


 


(b)          Except
for automatic grants under Section 3(b), the Board or Compensation Committee shall grant Stock Rights to participants that it,
in its sole discretion, selects. Stock Rights shall be granted on such terms as the Board or Compensation Committee shall determine
except that ISOs shall be granted on terms that comply with the Code and regulations thereunder.


 


(c)          A
SAR entitles the holder to receive, as designated by the Board or Compensation Committee, cash
or shares of Common Stock, value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number
of shares of Common Stock at the time of exercise over (b) an exercise price established by the Board
or Compensation Committee. The exercise price of each SAR granted under this Plan shall be established by the Compensation
Committee or shall be determined by a method established by the Board or Compensation Committee
at the time the SAR is granted, provided the exercise price shall not be less than 100% of the Fair Market Value of a share of
Common Stock on the date of the grant of the SAR, or such higher price as is established by the Board
or Compensation Committee. A SAR shall be exercisable in accordance with such terms and conditions and during such periods
as may be established by the Board or Compensation Committee. Shares of Common Stock delivered
pursuant to the exercise of a SAR shall be subject to such conditions, restrictions and contingencies as the Board
or Compensation Committee may establish in the applicable SAR agreement or document, if any. The
Board or Compensation Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect
to shares of Common Stock acquired pursuant to the exercise of each SAR as the Board or Compensation Committee determines to be
desirable. A SAR under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Board or
Compensation Committee shall, in its discretion, prescribe. The terms and conditions of any SAR to any grantee shall be reflected
in such form of agreement as is determined by the Board or Compensation Committee. A copy of such document, if any, shall be provided
to the grantee, and the Board or Compensation Committee may condition the granting of the SAR on the grantee executing such agreement.


 




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(d)          An
RSU gives the grantee the right to receive a number of shares of the Company’s Common Stock on applicable vesting or other
dates. Delivery of the RSUs may be deferred beyond vesting as determined by the Board or Compensation Committee. RSUs shall be
evidenced by an RSU agreement in the form determined by the Board or Compensation Committee. With respect to an RSU, which becomes
non-forfeitable due to the lapse of time, the Compensation Committee shall prescribe in the RSU agreement the vesting period. With
respect to the granting of the RSU, which becomes non-forfeitable due to the satisfaction of certain pre-established performance-based
objectives imposed by the Board or Compensation Committee, the measurement date of whether such performance-based objectives have
been satisfied shall be a date no earlier than the first anniversary of the date of the RSU. A recipient who is granted an RSU
shall possess no incidents of ownership with respect to such underlying Common Stock, although the RSU agreement may provide for
payments in lieu of dividends to such grantee.


 


(e)          Notwithstanding
any provision of this Plan, the Board or Compensation Committee may impose conditions and restrictions on any grant of Stock Rights
including forfeiture of vested Options, cancellation of Common Stock acquired in connection with any Stock Right and forfeiture
of profits. Unless otherwise provided for in a grant by the Board, Compensation Committee or Officers, all grants of Stock Rights
shall be subject to the grantee executing the Company’s standard form of Stock Rights Agreement.


 


(f)          The
Options and SARs shall not be exercisable for a period of more than 10 years from the date of grant.


 


6.            Sale
of Shares. The shares underlying Stock Rights granted to any Officers, director or a beneficial owner of 10% or more
of the Company’s securities registered under Section 12 of the Exchange Act shall not be sold, assigned or transferred by
the grantee until at least six months elapse from the date of the grant thereof.


 


7.            ISO
Minimum Option Price and Other Limitations.


 


(a)          The
exercise price per share relating to all Options granted under the Plan shall not be less than the Fair Market Value per share
of Common Stock on the last trading day prior to the date of such grant. For purposes of determining the exercise price, the date
of the grant shall be the later of (i) the date of approval by the Board or Compensation Committee or the Board, or (ii) for ISOs,
the date the recipient becomes an employee of the Company. In the case of an ISO to be granted to an employee owning Common Stock
which represents more than 10 percent of the total combined voting power of all classes of stock of the Company or any Related
Corporation, the price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the date of
grant and such ISO shall not be exercisable after the expiration of five years from the date of grant.


 




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(b)          In
no event shall the aggregate Fair Market Value (determined at the time an ISO is granted) of Common Stock for which ISOs granted
to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the
Company) exceed $100,000. Any ISO or portion thereof which exceeds such limit (according to the order in which they are granted)
shall be treated as a Non-Qualified Option, notwithstanding any contrary provision of the applicable agreement covering the ISO.


 


8.            Duration
of Stock Rights. Subject to earlier termination as provided in Sections 3, 5, 9, 10 and 11, each Option and SAR shall expire
on the date specified in the original instrument granting such Stock Right or this Plan (except with respect to any part of an
ISO that is converted into a Non-Qualified Option pursuant to Section 17), provided, however, that such instrument
must comply with Section 422 of the Code with regard to ISOs and Rule 16b-3 with regard to all Stock Rights granted pursuant to
the Plan to Officers, directors and 10% shareholders of the Company.


 


9.            Exercise
of Options and SARs; Vesting of Stock Rights. Subject to the provisions of Sections 3 and 9 through 13, each Option and SAR
granted under the Plan shall be exercisable as follows:


 


(a)          The
Options and SARs shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such
installments as the Board or Compensation Committee may specify.


 


(b)          Once
an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option and SAR, unless otherwise
specified by the Board or Compensation Committee.


 


(c)          Each
Option and SAR or installment, once it becomes exercisable, may be exercised at any time or from time to time, in whole or in part,
for up to the total number of shares with respect to which it is then exercisable.


 


(d)          The
Board or Compensation Committee shall have the right to accelerate the vesting date of any installment of any Stock Right; provided
that the Board or Compensation Committee shall not accelerate the exercise date of any installment of any Option granted to any
employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Section 17) if such acceleration would
violate the annual exercisability limitation contained in Section 422(d) of the Code as described in Section 7(b).


 




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10.           Termination
of Employment or Relationship. Subject to any greater restrictions or limitations as may be imposed by the Board’s Compensation
Committee or Officer upon the granting of any Option or SAR, if an optionee or holder of an SAR ceases to be employed by the Company
or his other relationship with the Company terminates, other than by reason of death or Disability, no further installments of
his Options or SARs shall become exercisable, and his Options or SARs shall terminate as provided for in the grant or on the day
three months after the day of the termination of his employment, whichever is earlier, but in no event later than on their specified
expiration dates. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90
days or, if longer, any period during which such optionee’s right to re-employment is guaranteed by statute. A leave of absence
with the written approval of the Board shall not be considered an interruption of employment under the Plan, provided that such
written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after
the approved period of absence. Options or SARs granted under the Plan shall not be affected by any change of employment within
or the Company so long as the optionee continues to be an employee of the Company or otherwise continues to perform services for
the Company.


 


11.           Death;
Disability. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee upon
the granting of any Option or SAR:


 


(a)          If
the holder of an Option or SAR ceases to be employed by the Company by reason of his death, any Options or SARs of such employee
may be exercised to the extent of the number of shares with respect to which he could have exercised it on the date of his death,
by his estate, personal representative or beneficiary who has acquired the Options or SARs by will or by the laws of descent and
distribution, at any time prior to the earlier of the Options’ or SARs’ specified expiration date or one year from
the date of the grantee’s death.


 


(b)          If
the holder of an Option or SAR ceases to be employed by the Company, or a director can no longer perform his duties, by reason
of his Disability, he shall have the right to exercise any Option or SARs held by him on the date of termination of employment
or ceasing to act as a director until the earlier of (i) the Options’ or SARs’ specified expiration date or (ii) one
year from the date of the termination of the person’s employment or ceasing to act as a director.


 


12.          Assignment,
Transfer or Sale.


 


(a)          No
ISO granted under this Plan shall be assignable or transferable by the grantee except by will or by the laws of descent and distribution,
and during the lifetime of the grantee, each ISO shall be exercisable only by him, his guardian or legal representative. 


 


(b)          Except
for ISOs, all Stock Rights are transferable subject to compliance with applicable securities laws and Section 6 of this Plan.


 


13.          Terms
and Conditions of Stock Rights. Stock Rights shall be evidenced by instruments (which need not be identical) in such forms
as the Board or Compensation Committee may from time to time approve. Such instruments shall conform to the terms and conditions
set forth in Sections 5 through 12 hereof and may contain such other provisions as the Board or Compensation Committee deems advisable
which are not inconsistent with the Plan. In granting any Stock Rights, the Board or Compensation Committee may specify that Stock
Rights shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Board or Compensation Committee may determine. The Board or Compensation Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or more Officers of the Company to execute and deliver
such instruments. The proper Officers of the Company are authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.


 




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14.          Adjustments
Upon Certain Events.


 


(a)          Subject
to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Stock
Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Stock
Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of a Stock Right, as well
as the price per share of Common Stock (or cash, as applicable) covered by each such outstanding Option or SAR, shall be proportionately
adjusted for any increases or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company or the voluntary cancellation whether by virtue of a cashless exercise of a derivative
security of the Company or otherwise shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board or Compensation Committee, whose determination in
that respect shall be final, binding and conclusive.  Except as expressly provided herein, 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 or price of shares of Common Stock subject to a Stock Right. No adjustments shall be
made for dividends or other distributions paid in cash or in property other than securities of the Company.


 


(b)          In
the event of the proposed dissolution or liquidation of the Company, the Board or Compensation
Committee shall notify each participant as soon as practicable prior to the effective date of such proposed transaction. To the
extent it has not been previously exercised, a Stock Right will terminate immediately prior to the consummation of such proposed
action.


 


(c)          In
the event of a merger or consolidation of the Company with or into another corporation or the sale of all or substantially all
of the Company’s assets in a transaction requiring shareholder approval (either, a “Transaction”), each outstanding
Stock Right shall be assumed (as defined below) or an equivalent option or right substituted by the successor corporation or a
parent or subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or substitute
for the Stock Rights and in the event of a Change of Control or Transaction, the participants shall fully vest in and have the
right to exercise their Stock Rights as to which it would not otherwise be vested or exercisable.  If a Stock Right becomes
fully vested and exercisable in lieu of assumption or substitution as the result of a Change of Control or Transaction, the Board
or Stock Option Committee shall notify the participant in writing or electronically that the Stock Right shall be fully
vested and exercisable for a period of at least 15 days from the date of such notice, and any Options or SARs shall terminate one
minute prior to the closing of the Transaction. For a Change in Control, the Stock Right shall remain exercisable as long as permitted
in the Stock Rights Agreement.


 




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For the purposes of
this Section 14(c), the Stock Right shall be considered “assumed” if, following the merger, the option or right confers
the right to purchase or receive, for each share of Common Stock subject to the Stock Right immediately prior to the merger, the
consideration (whether stock, cash, or other securities or property) received in the merger by holders of Common Stock for each
share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received
in the merger is not solely common stock of the successor corporation or its parent, the Board or Compensation
Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of
the Stock Right, for each share of Common Stock subject to the Stock Right, to be solely common stock of the successor corporation
or its parent equal in Fair Market Value to the per share consideration received by holders of Common Stock in the merger.


 


(d)          Notwithstanding
the foregoing, any adjustments made pursuant to Section 14(a), (b) or (c) with respect to ISOs shall be made only after the Board
or Compensation Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute
a “modification” of such ISOs (as that term is defined in Section 425(h) of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. If the Board or Compensation Committee determines
that such adjustments made with respect to ISOs would constitute a modification of such ISOs it may refrain from making such adjustments.


 


(e)          No
fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional
shares.


 


15.         Means
of Exercising Stock Rights.


 


(a)          An
Option or SAR (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Stock Right being exercised and specify the number of shares as to which such Stock
Right is being exercised, accompanied by full payment of the exercise price therefor (to the extent it is exercisable in cash)
either (i) in United States dollars by check or wire transfer; or (ii) at the discretion of the Board or Compensation Committee,
through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise
price of the Stock Right; or (iii) at the discretion of the Board or Compensation Committee, by any combination of (i) and (ii)
above. If the Board or Compensation Committee exercises its discretion to permit payment of the exercise price of an ISO by means
of the methods set forth in clauses (ii) or (iii) of the preceding sentence, such discretion need not be exercised in writing at
the time of the grant of the Stock Right in question. The holder of a Stock Right shall not have the rights of a shareholder with
respect to the shares covered by his Stock Right until the date of issuance of a stock certificate to him for such shares. Except
as expressly provided above in Section 14 with respect to changes in capitalization and stock dividends, no adjustment shall be
made for dividends or similar rights for which the record date is before the date such stock certificate is issued.


 




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(b)          Each
notice of exercise shall, unless the shares of Common Stock are covered by a then current registration statement under the Securities
Act, contain the holder’s acknowledgment in form and substance satisfactory to the Company that (i) such shares are being
purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration provisions of the Securities Act), (ii) the holder
has been advised and understands that (1) the shares have not been registered under the Securities Act and are “restricted
securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer and (2) the
Company is under no obligation to register the shares under the Securities Act or to take any action which would make available
to the holder any exemption from such registration, and (iii) such shares may not be transferred without compliance with all applicable
federal and state securities laws. Notwithstanding the above, should the Company be advised by counsel that issuance of shares
should be delayed pending registration under federal or state securities laws or the receipt of an opinion that an appropriate
exemption therefrom is available, the Company may defer exercise of any Stock Right granted hereunder until either such event has
occurred.


 


16.          Term, Termination and Amendment.


 


(a)          This
Plan was adopted by the Board. This Plan may be approved by the Company’s shareholders within one year from the date of Board
approval, which approval is required for ISOs, or on a later date.


 


(b)          The
Board may terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on October 20, 2018. No Stock Rights
may be granted under the Plan once the Plan is terminated. Termination of the Plan shall not impair rights and obligations under
any Stock Right granted while the Plan is in effect, except with the written consent of the grantee.


 


(c)          The
Board at any time, and from time to time, may amend the Plan. Provided, however, except as provided in Section 14
relating to adjustments in Common Stock, no amendment shall be effective unless approved by the shareholders of the Company to
the extent (i) shareholder approval is necessary to satisfy the requirements of Section 422 of the Code or (ii) required by the
rules of the principal national securities exchange or trading market upon which the Company’s Common Stock trades. Rights
under any Stock Rights granted before amendment of the Plan shall not be impaired by any amendment of the Plan, except with the
written consent of the grantee.


 


(d)          The
Board at any time, and from time to time, may amend the terms of any one or more Stock Rights; provided, however,
that the rights under the Stock Right shall not be impaired by any such amendment, except with the written consent of the grantee.


 




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17.         Conversion
of ISOs into Non-Qualified Options; Termination of ISOs. The Board or Compensation Committee,
at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s
ISOs (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into Non-Qualified
Options at any time prior to the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a
Related Corporation at the time of such conversion. Provided, however, the Board or Compensation
Committee shall not reprice the Options or extend the exercise period or reduce the exercise price of the appropriate installments
of such Options without the approval of the Company’s shareholders. At the time of such conversion,
the Board or Compensation Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Board or Compensation Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee’s
ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Board or Compensation Committee
takes appropriate action. The Compensation Committee, with the consent of the optionee, may also terminate any portion of any ISO
that has not been exercised at the time of such termination.


 


18.         Application
of Funds. The proceeds received by the Company from the sale of shares pursuant to Options or SARS (if cash settled) granted
under the Plan shall be used for general corporate purposes.


 


19.         Governmental
Regulations. The Company’s obligation to sell and deliver shares of the Common Stock under this Plan is subject to the
approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.


 


20.         Withholding
of Additional Income Taxes. In connection with the granting, exercise or vesting of a Stock Right or the making of a Disqualifying
Disposition the Company, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding
taxes in respect of the amount that is considered compensation includable in such person’s gross income.


 


To the extent that
the Company is required to withhold taxes for federal income tax purposes as provided above, if any optionee may elect to satisfy
such withholding requirement by (i) paying the amount of the required withholding tax to the Company; (ii) delivering to the Company
shares of its Common Stock (including shares of Restricted Stock) previously owned by the optionee; or (iii) having the Company
retain a portion of the shares covered by an Option exercise. The number of shares to be delivered to or withheld by the Company
times the Fair Market Value of such shares shall equal the cash required to be withheld.


 


21.         Notice
to Company of Disqualifying Disposition. Each employee who receives an ISO must agree to notify the Company in writing immediately
after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. If the employee
has died before such stock is sold, the holding periods requirements of the Disqualifying Disposition do not apply and no Disqualifying
Disposition can occur thereafter.


 


22.         Continued
Employment. The grant of a Stock Right pursuant to the Plan shall not be construed to imply or to constitute evidence of any
agreement, express or implied, on the part of the Company to retain the grantee in the employ of the Company, as a member of the
Company’s Board or in any other capacity, whichever the case may be.


 




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23.         Governing
Law; Construction. The validity and construction of the Plan and the instruments evidencing Stock Rights shall be governed
by the laws of Delaware. In construing this Plan, the singular shall include the plural and the masculine gender shall include
the feminine and neuter, unless the context otherwise requires.


 


24.         Compliance
with Section 409A of the Code. To the extent that the Board or the Compensation Committee determines that any Stock
Right granted under this Plan is subject to Section 409A of the Code, the agreement evidencing such Stock Right shall incorporate
the terms and conditions required by Section 409A of the Code. To the extent applicable, this Plan and the Stock Right agreement
shall be interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, in
the event that, the Board or the Compensation Committee determines that any Stock Right may be subject to Section 409A of the Code,
the Board or the Compensation Committee may adopt such amendments to this Plan and the applicable Stock Right agreement or adopt
other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
that the Board or the Compensation Committee determines are necessary or appropriate to (i) exempt the Stock Right from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Stock Right, or (ii) comply
with the requirements of Section 409A of the Code.


 


25.         Forfeiture
of Stock Rights. Notwithstanding any other provision of this Plan, if provided for in a written agreement issuing Stock Rights
all vested Stock Rights shall be immediately forfeited at the option of the Board in the event of:


 


(a)          Termination
for any reason including without cause and including, but not limited to, fraud, theft, employee dishonesty and violation of Company
policy;


 


(b)          Purchasing
or selling securities of the Company without written authorization in accordance with the Company’s inside information guidelines
then in effect;


 


(c)          Breaching
any duty of confidentiality including that required by the Company’s inside information guidelines then in effect;


 


(d)          Competing
with the Company;


 


(e)          Being
unavailable for consultation after leaving the Company’s employ if such availability is a condition of any agreement between
the Company and the Employee;


 


(f)          Recruitment
of Company personnel after termination of employment, whether such termination is voluntary or for cause;


 


(g)          Failure
to assign any invention or technology to the Company if such assignment is a condition of employment or any other agreements between
the Company and the Employee; or


 




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(h)          A
finding by the Company’s Board that the Employee has acted against the interests of the Company.


 


Removal of an Officer
or director by the Board or shareholders, as applicable, shall not constitute termination within the meaning of Section 25(a).


 


The Board or the Compensation
Committee may impose other forfeiture restrictions which are more or less restrictive and require a return of profits from the
sale of Common Stock as part of said forfeiture provisions if such forfeiture provisions and/or return of provisions are contained
in a Stock Rights or similar agreement.


 




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Money4Gold Holdings, Inc.


Amendment to the 2008 Equity Incentive
Plan


 


Money4Gold Holdings, Inc. amends its 2008 Equity Incentive Plan
(the “Plan”) as follows:


 


Section 4 of the Plan shall be deleted
and replaced by the following:


 


4.          Common
Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001,
or shares of Common Stock reacquired by the Company in any manner, including purchase, forfeiture or otherwise. The aggregate number
of shares of Common Stock which may be issued pursuant to the Plan is 27,000,000 subject to adjustment as provided in Section 14.
Any such shares may be issued under ISOs, Non-Qualified Options, Restricted Stock, RSUs or SARs, so long as the number of shares
so issued does not exceed the limitations in this Section. If any Stock Rights granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if
the Company shall reacquire any unvested shares, the unpurchased shares subject to such Stock Rights and any unvested shares so
reacquired by the Company shall again be available for grants under the Plan.


 




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Upstream Worldwide, Inc.


Second Amendment to the 2008 Equity Incentive
Plan


 


Upstream Worldwide, Inc. amends its 2008 Equity Incentive Plan
by deleting Section 3(b) and re-lettering Section 3(c) as Section 3(b).


 




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