Exhibit 4.1 










 


SOUL AND VIBE INTERACTIVE INC.


2015 EQUITY INCENTIVE PLAN


 


1.PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by
offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized
terms not defined elsewhere in the text are defined in Section 27.


 


2.SHARES
SUBJECT TO THE PLAN.


 


2.1Number of Shares
Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares reserved and
available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 10,000,000 Shares.


 


2.2Lapsed, Returned
Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance
in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an
Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of
the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the
original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued;
or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares,
such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used or withheld
to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for
future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance
because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because
of the substitution clause in Section 21.2 hereof.


 


2.3Minimum Share
Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy
the requirements of all outstanding Awards granted under this Plan.


 


2.4Automatic Share
Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be increased on January 1, of
each of the ten (10) calendar years during the term of the Plan, by the lesser of (i) two and one half percent (2.5%) of the number
of Shares issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such number of Shares determined
by the Board.


 


 


2.5Limitations.
No more than 1,000,000 Shares shall be issued pursuant to the exercise of ISO's.


 


2.6Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration,
then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise
Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards,
(d) the maximum number of shares that may be issued as ISO’s set forth in Section 2.5, (e) the maximum number of Shares that
may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3 and (f) the number of Shares
that are granted as Awards to Non-Employee Directors as set forth in Section 12, shall be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided
that fractions of a Share will not be issued.


 






    	 



    	 



    

 


3.ELIGIBILITY.
ISO’s may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee
Directors of the Company or any Parent or Subsidiary of the Company; provided such Consultants, Directors and Non-Employee Directors
render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Participant
will be eligible to receive more than 500,000 Shares in any calendar year under this Plan pursuant to the grant of Awards except
that new Employees of the Company or of a Parent or Subsidiary of the Company (including new Employees who are also officers and
directors of the Company or any Parent or Subsidiary of the Company) are eligible to receive up to a maximum of 500,000 Shares
in the calendar year in which they commence their employment.


 


4.ADMINISTRATION.


 


4.1Committee Composition;
Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement
and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee Directors.
The Committee will have the authority to:


 


(a)construe and
interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)prescribe, amend
and rescind rules and regulations relating to this Plan or any Award;


 


(c)select persons
to receive Awards;


 


(d)determine the
form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;


 


(e)determine the
number of Shares or other consideration subject to Awards;


 


(f)determine the
Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in
connection with circumstances that impact the Fair Market Value, if necessary;


 


(g)determine whether
Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under
this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


(h)grant waivers
of Plan or Award conditions;


 


(i)determine the
vesting, exercisability and payment of Awards;


 


(j)correct any
defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(k)determine whether
an Award has been earned;


 


(l)determine the
terms and conditions of any, and to institute any Exchange Program;


 


(m)reduce or waive
any criteria with respect to Performance Factors;


 


(n)adjust Performance
Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect
the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that such adjustments
are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose compensation is
subject to Section 162(m) of the Code;


 



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(o)adopt rules
and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan
to accommodate requirements of local law and procedures outside of the United States;


 


(p)make all other
determinations necessary or advisable for the administration of this Plan; and


 


(q)delegate any
of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation.


 


4.2Committee Interpretation
and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination
shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding
the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review.
The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant. The Committee
may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants
who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.


 


4.3Section 162(m)
of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are “outside directors”
(as defined under Section 162(m) of the Code) and at least two (or a majority if more than two then serve on the Committee) such
“outside directors” shall approve the grant of such Award and timely determine (as applicable) the Performance Period
and any Performance Factors upon which vesting or settlement of any portion of such Award is to be subject. When required by Section
162(m) of the Code, prior to settlement of any such Award at least two (or a majority if more than two then serve on the Committee)
such “outside directors” then serving on the Committee shall determine and certify in writing the extent to which such
Performance Factors have been timely achieved and the extent to which the Shares subject to such Award have thereby been earned.
Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee
directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants
whose compensation is subject to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations
promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and
accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary
or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued
operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations
of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards
required by generally accepted accounting principles.


 


4.4Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or
any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


5.OPTIONS.
The Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock Options within
the meaning of the Code (“ISO’s”) or Nonqualified Stock Options (“NQSO’s”),
the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be
exercised, and all other terms and conditions of the Option, subject to the following:


 


5.1Option Grant.
Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but need not be, awarded upon
satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine
the nature, length and starting date of any Performance Period for each Option; and (y) select from among the Performance Factors
to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to Options that are subject to different performance goals and other criteria.


 






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5.2Date of Grant.
The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified
future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the
granting of the Option.


 


5.3Exercise Period.
Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such
Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary
of the Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years
from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to
time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 


5.4Exercise Price.
The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the Exercise
Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant
and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%)
of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section
11 and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5Method of Exercise.
Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of
a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee may
specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method
of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option
will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or
cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


5.6Termination.
The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement):


 


(a)If the Participant
is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise
such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the Termination
Date no later than ninety (90) days after the Termination Date (or such shorter time period or longer time period not exceeding
five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed
to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


(b)If the Participant
is Terminated because of the Participant’s death (or the Participant dies within ninety (90) days after a Termination other
than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to
the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the
Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the Termination Date (or
such shorter time period not less than six (6) months or longer time period not exceeding five (5) years as may be determined by
the Committee), but in any event no later than the expiration date of the Options.


 






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(c)If the Participant
is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised only to the
extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant
(or the Participant’s legal representative or authorized assignee) no later than six (6) months after the Termination Date
(with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability that is not
a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the
Termination Date when the Termination is for a Disability that is a “permanent and total disability” as defined in
Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


(d)If the Participant
is terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination Date, or at such
later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the
Options. Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.


 


5.7Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it
is then exercisable.


 


5.8Limitations
on ISO’s. With respect to Awards granted as ISO’s, to the extent that the aggregate Fair Market Value of the Shares
with respect to which such ISO’s are exercisable for the first time by the Participant during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated
as NQSO’s. For purposes of this Section 5.8, ISO’s will be taken into account in the order in which they were granted.
The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the
event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit
on the Fair Market Value of Shares permitted to be subject to ISO’s, such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such amendment.


 


5.9Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options
in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise
altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to
affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants;
provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce
the Exercise Price.


 


5.10No Disqualification.
Notwithstanding any other provision in this Plan, no term of this Plan relating to ISO’s will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section
422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


6.RESTRICTED
STOCK AWARDS.


 


6.1Awards of Restricted
Stock. A Restricted Stock Award is an offer by the Company to sell to a Participant Shares that are subject to restrictions
(“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares
the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and
conditions of the Restricted Stock Award, subject to the Plan.


 


6.2Restricted
Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may
otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company
an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered
to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock
Award will terminate, unless the Committee determines otherwise.


 






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6.3Purchase Price.
The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the
date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan,
and the Award Agreement and in accordance with any procedures established by the Company.


 


6.4Terms of Restricted
Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law.
These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of
Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior
to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if
any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant
may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having
different performance goals and other criteria.


 


6.5Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


7. STOCK
BONUS AWARDS.


 


7.1Awards of Stock
Bonuses. A Stock Bonus Award is an award to an eligible person of Shares for services to be rendered or for past services already
rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award Agreement. No payment
from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


7.2Terms of Stock
Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award
and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the
Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance
in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine
the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance
Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant.
Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject
to different Performance Periods and different performance goals and other criteria.


 


7.3Form of Payment
to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value
of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.


 


7.4Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


8. STOCK
APPRECIATION RIGHTS.


 


8.1Awards of SARs.
A Stock Appreciation Right (“SAR”) is an award to a Participant that may be settled in cash, or Shares
(which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of
exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject
to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an
Award Agreement.


 






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8.2Terms of SARs.
The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR;
(b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement
of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise Price of the SAR will be determined
by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of
Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award
Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the
nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be
used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect
to SARs that are subject to different Performance Factors and other criteria.


 


8.3Exercise Period
and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no
SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide
for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon
the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage
of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement,
vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding the
foregoing, the rules of Section 5.6 also will apply to SARs.


 


8.4Form of Settlement.
Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying
(i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (ii) the number
of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the
SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled
may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided
that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


8.5Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


9.RESTRICTED
STOCK UNITS.


 


9.1Awards of Restricted
Stock Units. A Restricted Stock Unit (“RSU”) is an award to a Participant covering a number of Shares
that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSU’s shall be made
pursuant to an Award Agreement.


 


9.2Terms of RSU’s.
The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b)
the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect
of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance goals based on
Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the
RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting
date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance,
if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and participants may
participate simultaneously with respect to RSU’s that are subject to different Performance Periods and different performance
goals and other criteria.


 


9.3Form and Timing
of Settlement. Payment of earned RSU’s shall be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSU’s in cash, Shares, or
a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU
is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 


9.4Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 






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10.PERFORMANCE
AWARDS.


 


10.1Performance
Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants of Performance
Awards shall be made pursuant to an Award Agreement.


 


10.2Terms of Performance
Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each award of Performance Award
including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to a Performance Share
bonus; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each Performance Award
shall be settled; (d) the consideration to be distributed on settlement; and (e) the effect of the Participant’s Termination
on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the
nature, length and starting date of any Performance Period; and (y) select from among the Performance Factors to be used. Prior
to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap
and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods
and different performance goals and other criteria. No Participant will be eligible to receive more than $100,000 in Performance
Awards in any calendar year under this Plan.


 


10.3Value, Earning
and Timing of Performance Shares. Any Performance Share bonus will have an initial value equal to the Fair Market Value of
a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share bonus will be
entitled to receive a payout of the number of Shares earned by the Participant over the Performance Period, to be determined as
a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee,
in its sole discretion, may pay an earned Performance Share bonus in the form of cash, in Shares (which have an aggregate Fair
Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in a combination
thereof. Performance Share bonuses may also be settled in Restricted Stock.


 


10.4Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


11.PAYMENT FOR
SHARE PURCHASES.


 


Payment from a Participant
for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by
the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):


 


(a)by cancellation
of indebtedness of the Company to the Participant;


 


(b)by surrender of
shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Award will be exercised or settled;


 


(c)by waiver of compensation
due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company;


 


(d)by consideration
received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in
connection with the Plan;


 


(e)by any combination
of the foregoing; or


 


(f)by any other method
of payment as is permitted by applicable law.


 


12.GRANTS
TO NON-EMPLOYEE DIRECTORS.


 


12.1Types of Awards.
Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISO’s. Awards pursuant to
this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the
discretion of the Board.


 






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12.2Eligibility.
Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected
as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3Vesting, Exercisability
and Settlement. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled as determined by the
Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.


 


12.4Election to
receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting
fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards shall
be issued under the Plan. An election under this Section 12.4 shall be filed with the Company on the form prescribed by the Company.


 


13.WITHHOLDING
TAXES.


 


13.1Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company, or to the Parent or Subsidiary employing the Participant, an amount sufficient to satisfy
applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from
the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction
of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable
U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from the Participant.
The Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares
will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous
trading day.


 


 


13.2Stock Withholding.
The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of
local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability legally due
from the Participant, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise
deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering
to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld.


 


14.TRANSFERABILITY.


 


14.1Transfer Generally.
Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes
an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards
are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to a Permitted Transferee, such Award will
contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable: (i) during the
Participant’s lifetime only by (A) the Participant, or (B) the Participant’s guardian or legal representative; (ii)
after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (iii) in the
case of all awards except ISO’s, by a Permitted Transferee.


 


14.2Award Transfer
Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine
and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have the
authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including
(but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination exercise period and/or
forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the Award holder’s
continued service to the Company, (iii) amend the permissible payment methods with respect to the exercise or purchase of any such
Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with
respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems necessary or appropriate
in its sole discretion.


 






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15.PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1Voting and
Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After Shares are issued
to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares,
including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided,
that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled
to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital
structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant
will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s
Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2.


 


15.2Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase
(a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such
Participant’s Termination at any time within ninety (90) days after the later of the Participant’s Termination Date
and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at
the Participant’s Purchase Price or Exercise Price, as the case may be.


 


16.CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S.
federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or
automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions
to which the Shares are subject.


 


17.ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to
deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under
this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure
the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company
will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver
a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 


18.REPRICING;
EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (i) reprice Options or SARS (and where
such repricing is a reduction in the Exercise Price of outstanding Options or SARS, the consent of the affected Participants is
not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the
repricing), and (ii) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan),
pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


19.SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable
U.S. and foreign federal and state securities laws, rules and regulations of any governmental body, and the requirements of any
stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date
of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the
Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or
other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect
compliance with the registration, qualification or listing requirements of any foreign or state securities laws, stock exchange
or automated quotation system, and the Company will have no liability for any inability or failure to do so.


 






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20.NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of
the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s
employment or other relationship at any time.


 


21.CORPORATE
TRANSACTIONS.


 


21.1Assumption
or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be assumed
or replaced by the successor corporation, which assumption or replacement shall be binding on all Participants. In the alternative,
the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was
provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also
issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject
to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding
any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such
Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction unless otherwise determined
by the Board and then such Awards will terminate. In addition, in the event such successor or acquiring corporation (if any) refuses
to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify
the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee
in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly
in a Corporate Transaction.


 


21.2Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this
Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan
if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be
permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if
the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as
the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately
pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming
an existing option, such new Option may be granted with a similarly adjusted Exercise Price.


 


21.3Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the
vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable)
in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.ADOPTION
AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent with
applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.TERM OF PLAN/GOVERNING
LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate
ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.


 






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24.AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation,
amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board
will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder
approval; provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the
time such Award was granted.


 


25.NON-EXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company
for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and
bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific
cases.


 


26.INSIDER
TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time
covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


27.DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


 


“Award”
means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock
Unit or award of Performance Shares.


 


“Award
Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, which shall be in substantially a form (which need not be the same for each
Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions
of this Plan.


 


“Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to
transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


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


 


“Cause”
means (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or
deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or
any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized
use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the
Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s
willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as
to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding
on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s
employment or consulting relationship at any time as provided in Section 20 above, and the term “Company” will be interpreted
to include any Subsidiary or Parent, as appropriate.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


“Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been
delegated as permitted by law.


 


“Common
Stock” means the Common Stock of the Company.





 



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“Company”
means Soul and Vibe Interactive Inc., or any successor corporation.


 


“Consultant”
means any person, including an advisor or independent contractor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.


 


“Corporate
Transaction” 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 fifty percent (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; (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 fifty percent (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 or (iv) any other
transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders
of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially
all of the outstanding shares of the Company).


 


“Director”
means a member of the Board.


 


“Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in
the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months.


 


“Effective
Date” means the day immediately prior to the date of the underwritten initial public offering of the Company’s
Common Stock pursuant to a registration statement that is declared effective by the SEC.


 


“Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange
Program” means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the
same type of Award or a different Award (or combination thereof).


 


“Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise
of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


“Fair Market
Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a)if such Common
Stock is publicly traded and is then listed on a national securities exchange, the closing price on the date of determination on
the principal national securities exchange on which the Common Stock is listed or admitted to trading as officially quoted in the
composite tape of transactions on such exchange or such other source as the Committee deems reliable for the applicable date;


 


(b)if such Common
Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing
bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee
deems reliable;


 






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(c)in the case of
an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common Stock are
initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s
Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or


 


(d)if none of the
foregoing is applicable, by the Board or the Committee in good faith.


 


“Insider”
means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject
to Section 16 of the Exchange Act.


 


“Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.


 


“Option”
means an award of an option to purchase Shares pursuant to Section 5.


 


“Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


 


“Participant”
means a person who holds an Award under this Plan.


 


“Performance
Award” means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.


 


“Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business
unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the
extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established
by the Committee with respect to applicable Awards have been satisfied:


 


		•	Profit Before Tax;



 





		•	Billings;



 





		•	Revenue;



 





		•	(Net revenue;



 





		•	Earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings);



 





		•	Operating income;



 


		•	Operating margin;



 


		•	Operating profit;



 


		•	Controllable operating profit, or net operating profit;



 


		•	Net Profit;



 


		•	Gross margin;



 


		•	Operating expenses or operating expenses as a percentage
of revenue;



 


		•	Net income;



 






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		•	Earnings per share;



 


		•	Total stockholder return;



 


		•	Market share;



 


		•	Return on assets or net assets;



 


		•	The Company’s stock price;



 


		•	Growth in stockholder value relative to a pre-determined
index;



 


		•	Return on equity;



 


		•	Return on invested capital;



 


		•	Cash Flow (including free cash flow or operating cash
flows)



 


		•	Cash conversion cycle;



 


		•	Economic value added;



 


		•	Individual confidential business objectives;



 


		•	Contract awards or backlog;



 


		•	Overhead or other expense reduction;



 


		•	Credit rating;



 


		•	Strategic plan development and implementation;



 


		•	Succession plan development and implementation;



 


		•	Customer indicators;



 


		•	New product invention or innovation;



 


		•	Attainment of research and development milestones;



 


		•	Attainment of objective operating goals and employee
metrics; and



 


		•	Any other metric that is capable of measurement as
determined by the Committee.



 


The Committee may,
in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules,
provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s
original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the
Committee to make or not make any such equitable adjustments.


 


“Performance
Period” means the period of service determined by the Committee, during which years of service or performance is
to be measured for the Award.


 


“Performance
Share” means a performance share bonus granted as a Performance Award.


 






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“Permitted
Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in
which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the
Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of
the voting interests.


 


“Plan”
means this Soul and Vibe Interactive Inc. 2015 Equity Incentive Plan.


 


“Purchase
Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of
an Option or SAR.


 


“Restricted
Stock Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the
early exercise of an Option.


 


“Restricted
Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities
Act” means the United States Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock and the common stock of any successor security.


 


“Stock
Appreciation Right” means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


“Stock
Bonus” means an Award granted pursuant to Section 7 or Section 12 of the Plan.


 


“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


 


“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant
has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor
to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the
case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such
leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract
or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated
to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it
may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable
Award Agreement. In the event of military leave, if required by applicable laws, vesting shall continue for the longest period
that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning
from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment
and Reemployment Rights Act), he or she shall be given vesting credit with respect to Awards to the same extent as would have applied
had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing
services immediately prior to such leave. An employee shall have terminated employment as of the date he or she ceases to be employed
(regardless of whether the termination is in breach of local laws or is later found to be invalid) and employment shall not be
extended by any notice period or garden leave mandated by local law. The Committee will have sole discretion to determine whether
a Participant has ceased to provide services for purposes of the Plan and the effective date on which the Participant ceased to
provide services (the “Termination Date”).


 


“Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or
any successor thereto).




 






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