QUEST
SOLUTION INC.


 


2018
EQUITY INCENTIVE PLAN


 


	 	1.	Purpose
    of the Plan.


 


This
2018 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors,
officers, consultants, advisors and employees to Quest Solution Inc., a Delaware corporation (the “Company”),
and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as
amended (the “Code”), persons of training, experience and ability, to attract new directors, officers, consultants,
advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active
interest of such persons in the development and financial success of the Company and its Subsidiaries.


 


It
is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning
of Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan
shall be nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options
are hereinafter referred to collectively as “Options.”


 


The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation
of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to
the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code, as recently amended, with respect
to those Options for which qualification for such exception is intended. In all cases, the terms, provisions, conditions and limitations
of the Plan shall be construed and interpreted consistent with the Company’s intent as stated in this Section 1.


 


	 	2.	Administration
    of the Plan.


 


The
authority to manage the operation of and administer the Plan shall be vested in the Board of Directors of the Company (the “Board”)
or a Committee (the “Committee”) consisting of two or more directors who are (i) “Independent Directors”
(as such term is defined under the rules of the OTCQX U.S. Stock Market), (ii) “Non-Employee Directors” (as such term
is defined in Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which
shall serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority
to designate recipients of Options and restricted stock (“Restricted Stock”), and to determine the terms and
conditions of the respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions
and supervise the administration of the Plan. The Committee shall have the authority, without limitation, to designate which Options
granted under the Plan shall be Incentive Options and which shall be Nonqualified Options. To the extent any Option does not qualify
as an Incentive Option, it shall constitute a separate Nonqualified Option.


 


Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock (the “Securities”)
granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all
other determinations necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission
or reconcile any inconsistency in the Plan or in any Securities granted under the Plan in the manner and to the extent that the
Committee deems desirable to carry into effect the Plan or any Securities. The act or determination of a majority of the Committee
shall be the act or determination of the Committee and any decision reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority of the Committee at a meeting duly held for such purpose.
Subject to the provisions of the Plan, any action taken or determination made by the Committee pursuant to this and the other
Sections of the Plan shall be conclusive on all parties.


 




    	 



     


    

 


In
the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board
otherwise determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee
(except in the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition
may be approved or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however,
that grants to the Company’s Chief Executive Officer or to any of the Company’s other four most highly compensated
officers that are intended to qualify as performance-based compensation under Section 162(m) of the Code may only be granted by
the Committee.


 


	 	3.	Designation
    of Optionees and Grantees.


 


The
persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock
(the “Grantees” and together with Optionees, the “Participants”) shall include directors,
officers and employees of, and consultants and advisors to, the Company or any Subsidiary; provided that Incentive Options may
only be granted to employees of the Company and any Subsidiary. In selecting Participants, and in determining the number of shares
to be covered by each Option or award of Restricted Stock granted to Participants, the Committee may consider any factors it deems
relevant, including, without limitation, the office or position held by the Participant or the Participant’s relationship
to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the Company
or any Subsidiary, the Participant’s length of service, promotions and potential. A Participant who has been granted an
Option or Restricted Stock hereunder may be granted an additional Option or Options, or Restricted Stock if the Committee shall
so determine.


 


	 	4.	Stock
    Reserved for the Plan.


 


Subject
to adjustment as provided in Section 8 hereof, a total of 10,000,000 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), shall be subject to the Plan. The shares of Common Stock subject to the Plan
shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such
number of shares of Common Stock shall be and is hereby reserved for such purpose. Any of such shares of Common Stock that may
remain unissued and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for
the purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares
of Common Stock to meet the requirements of the Plan. Should any Securities expire or be canceled prior to its exercise, satisfaction
of conditions or vesting in full, as applicable, or should the number of shares of Common Stock to be delivered upon the exercise
or vesting in full of an Option or award of Restricted Stock be reduced for any reason, the shares of Common Stock theretofore
subject to such Option or Restricted Stock, as applicable, may be subject to future Options or Restricted Stock under the Plan,
except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where qualification as performance-based
compensation under Section 162(m) of the Code is intended.


 


	 	5.	Terms
    and Conditions of Options.


 


Options
granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Option Price. The purchase price of each share of Common Stock purchasable under an Incentive Option shall be determined
by the Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share
of Common Stock on the date the Option is granted; provided, however, that with respect to an Optionee who, at the
time such Incentive Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be
at least 110% of the Fair Market Value per share of Common Stock on the date of grant. The purchase price of each share of Common
Stock purchasable under a Nonqualified Option shall not be less than 100% of the Fair Market Value of such share of Common Stock
on the date the Option is granted. The exercise price for each Option shall be subject to adjustment as provided in Section 8
below. “Fair Market Value” means the closing price on the final trading day immediately prior to the grant
date of the Common Stock on the OTCQX U.S. or other principal securities exchange or OTCQB on which shares of Common Stock are
listed (if the shares of Common Stock are so listed), or, if not so listed, the mean between the closing bid and asked prices
of publicly traded shares of Common Stock 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 Committee in a manner
consistent with the provisions of the Code. Anything in this Section 5(a) to the contrary notwithstanding, in no event shall the
purchase price of a share of Common Stock be less than the minimum price permitted under the rules and policies of any national
securities exchange on which the shares of Common Stock are listed.


 




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(b)
Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten
years after the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such
Incentive Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five
years after the date such Incentive Option is granted.


 


(c)
Exercisability. Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee at the time of grant; provided, however, that in the
absence of any Option vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable
as to one-third of the total number of shares subject to the Option on each of the first, second and third anniversaries of the
date of grant; and provided further that no Options shall be exercisable until such time as any vesting limitation required by
Section 16 of the Exchange Act, and related rules, shall be satisfied if such limitation shall be required for continued validity
of the exemption provided under Rule 16b-3(d)(3).


 


Upon
the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability
of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the
Committee may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within
a specified number of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each
share of Common Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately
prior to such Change in Control over the exercise price per share of such Option; such amount shall be payable in cash, in one
or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee
shall determine in its sole discretion.


 


For
purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change
in Control shall be deemed to have occurred if:


 


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


 


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


 


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


 




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


 


Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then,
with respect to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.


 


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


 


(d)
Method of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the
option period, by giving written notice to the Company specifying the number of shares of Common Stock to be purchased, accompanied
by payment in full of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee.
As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election
of the Optionee (i) in the form of Common Stock owned by the Optionee (based on the Fair Market Value of the Common Stock which
is not the subject of any pledge or security interest, (ii) in the form of shares of Common Stock withheld by the Company from
the shares of Common Stock otherwise to be received with such withheld shares of Common Stock having a Fair Market Value equal
to the exercise price of the Option, or (iii) by a combination of the foregoing, such Fair Market Value determined by applying
the principles set forth in Section 5(a), provided that the combined value of all cash and cash equivalents and the Fair Market
Value of any shares surrendered to the Company is at least equal to such exercise price and except with respect to (ii) above,
such method of payment will not cause a disqualifying disposition of all or a portion of the Common Stock received upon exercise
of an Incentive Option. An Optionee shall have the right to dividends and other rights of a stockholder with respect to shares
of Common Stock purchased upon exercise of an Option at such time as the Optionee (i) has given written notice of exercise and
has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed by the Company with respect to the
withholding of taxes.


 


(e)
Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime
or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee,
in its sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a
member of the Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations
order. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process,
any Option contrary to the provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service
to the Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or
by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or,
if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term
of such Option as provided under the Plan, whichever period is shorter.


 




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(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with
or service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such
Optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such
accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the
date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section
14(d) hereof) or the expiration of the stated term of such Option, whichever period is shorter; provided, however,
that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such
death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such
Option, whichever period is shorter. “Disability” shall mean an Optionee’s total and permanent disability; provided,
that if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to
such Optionee, Disability shall have the meaning ascribed to it in such employment agreement


 


(h)
Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with
or service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below),
any Option held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or
on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days
after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to
Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however,
that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such
death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such
Option, whichever period is shorter.


 


For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if
no such pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the
Company or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or
if no such pension plan, age 55.


 


(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or
service to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or
Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option
that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days
after the date of termination (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the
balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to
the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed
to constitute a termination of employment or service for purposes of the Plan.


 


(i)
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or
such Subsidiary for “cause” any unexercised portion of any Option shall immediately terminate in its entirety. For
purposes hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented
by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to
the interests of the Company or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of
willful and material embezzlement or fraud against the Company or of a felony under any state or federal statute; provided,
however, that it is specifically understood that “Cause” shall not include any act of commission or omission
in the good-faith exercise of such Optionee’s business judgment as a director, officer or employee of the Company, as the
case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment
agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Cause shall have the meaning ascribed
to it in such employment agreement.


 




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(ii)
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised
by the Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee.
Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee
(or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise
expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided, however,
if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall
control. For purposes of this Section 5(i), and unless otherwise defined in an employment agreement between the Company and the
relevant Optionee, Good Reason shall exist upon the occurrence of the following:


 





	 	(A)
    	the
    assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to
    the assignment;
	 	 	 
	 	(B)
    	a
    Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation
    with the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control,
    including any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and
	 	 	 
	 	(C)
    	the
    failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior
    to such failure.




 


Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with
respect to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is
granted, of Common Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year
under the Plan (and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


	 	6.	Terms
    and Conditions of Restricted Stock.


 


Restricted
Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following
conditions and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting
of Restricted Stock upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award
within the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash,
or by check or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or
certificates, as provided for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject
to the non-transferability and forfeiture restrictions described in Section 6(d) below.


 


(b)
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares
of Common Stock associated with the award promptly after the Grantee accepts such award.


 


(c)
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted
Stock shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time
of grant.


 




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(d)
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of
the Restricted Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee
has specified such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the
form of dividends or otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the
same restrictions as such shares of Restricted Stock.


 


(e)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate
the vesting of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.


 


(f)
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases
to be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded
to him which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock
power. The Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted
Stock will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in
other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


	 	7.	Term
    of Plan.


 


No
Securities shall be granted pursuant to the Plan on or after the date which is ten years from the effective date of the Plan,
but Options and awards of Restricted Stock theretofore granted may extend beyond that date.


 


	 	8.	Capital
    Change of the Company.


 


In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock of the Company, the Committee shall make an appropriate and equitable adjustment in the number and
kind of shares reserved for issuance under the Plan and (A) in the number and option price of shares subject to outstanding Options
granted under the Plan, to the end that after such event each Optionee’s proportionate interest shall be maintained (to
the extent possible) as immediately before the occurrence of such event. The Committee shall, to the extent feasible, make such
other adjustments as may be required under the tax laws so that any Incentive Options previously granted shall not be deemed modified
within the meaning of Section 424(h) of the Code. Appropriate adjustments shall also be made in the case of outstanding Restricted
Stock granted under the Plan.


 


The
adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section
422 of the Code (in the case of an Incentive Option) and Section 409A of the Code.


 


	 	9.	Purchase
    for Investment/Conditions.


 


Unless
the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Securities
under the Plan may be required by the Company to give a representation in writing that he is acquiring the securities for his
own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee
may impose any additional or further restrictions on awards of Securities as shall be determined by the Committee at the time
of award.


 


	 	10.	Taxes.


 


(a)
The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Securities
granted under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.


 




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(b)
If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the
Code (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee
shall notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority
of Code Section 83(b).


 


(c)
If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Option under
the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall
notify the Company of such disposition within ten (10) days hereof.


 


	 	11.	Effective
    Date of Plan.


 


The
Plan shall be effective on March 5, 2018; provided, however, that the Plan must subsequently be approved by majority vote of the
Company’s stockholders in accordance with the rules and regulations of the OTCQX U.S. no later than December 31, 2018.


 


	 	12.	Amendment
    and Termination.


 


The
Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under Securities theretofore granted without the Participant’s consent, and except that no amendment shall be made which,
without the approval of the stockholders of the Company would:


 


(a)
materially increase the number of shares that may be issued under the Plan, except as is provided in Section 8;


 


(b)
materially increase the benefits accruing to the Participants under the Plan;


 


(c)
materially modify the requirements as to eligibility for participation in the Plan;


 


(d)
decrease the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Common Stock on the
date of grant thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Common
Stock on the date of grant thereof;


 


(e)
extend the term of any Option beyond that provided for in Section 5(b);


 


(f)
except as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing
through cancellations and re-grants of new Options;


 


(g)
increase the number of shares of Common Stock to be issued or issuable under the Plan to an amount that is equal to or in excess
of 19.99% of the number of shares of Common Stock outstanding before the issuance of the stock or securities; or


 


(h)
otherwise require stockholder approval pursuant to the rules and regulations of the OTCQB.


 


Subject
to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no
such amendment shall impair the rights of any Optionee without the Optionee’s consent.


 


It
is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee
shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant
of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may
be necessary or appropriate to comply with the Section 409A Rules.


 




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	 	13.	Government
    Regulations.


 


The
Plan, and the grant and exercise or conversion, as applicable, of Securities hereunder, and the obligation of the Company to issue
and deliver shares under such Securities shall be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.


 


	 	14.	General
    Provisions.


 


(a)
Certificates. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any
stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause
a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.


 


(b)
Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant
who is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is
a director, continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any
way with the right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of
its directors or the retention of any of its consultants or advisors at any time.


 


(c)
Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect
to the Plan, and all members of the Committee and each and any officer or employee of the Company acting on their behalf shall,
to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination
or interpretation.


 


(d)
Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the
Common Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities
laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall
not be under any obligation to register under applicable federal or state securities laws any Common Stock to be issued upon the
exercise of an Option granted hereunder in order to permit the exercise of an Option and the issuance and sale of the Common Stock
subject to such Option, although the Company may in its sole discretion register such Common Stock at such time as the Company
shall determine. If the Company chooses to comply with such an exemption from registration, the Common Stock issued under the
Plan may, at the direction of the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the
Common Stock represented thereby, and the Committee may also give appropriate stop transfer instructions with respect to such
Common Stock to the Company’s transfer agent.


 


	 	15.	Non-Uniform
    Determinations.


 


The
Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive
awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the agreements
evidencing the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible
to receive, awards under the Plan, whether or not such Participants are similarly situated.


 


	 	16.	Governing
    Law.


 


The
validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance
with the internal laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal
law.


 




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