AMBICOM HOLDINGS, INC.


 


2012 STOCK INCENTIVE PLAN


 


		1.	Purpose



 


The purpose of this
2012 Stock Incentive Plan (the “Plan”) of AmbiCom Holdings, Inc., a Nevada corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and
motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s
stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board
of Directors of the Company (the “Board”).


 


		2.	Eligibility



 


All of the Company’s
employees, officers and directors (including persons who have entered into an agreement with the Company under which they will
be employed by the Company in the future), as well as all of the Company’s consultants and advisors that are natural persons,
are eligible to be granted options, unrestricted stock awards and restricted stock awards (each, an “Award”) under
the Plan.  Each person who has been granted an Award under the Plan shall be deemed a “Participant”.


 


		3.	Administration and Delegation



 


(a)        Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board
may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent
it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions
by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming
any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be
liable for any action or determination relating to or under the Plan made in good faith.


 


(b)        Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one
or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.


 


(c)        Delegation to
Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to
grant Awards to employees of the Company and to exercise such other powers under the Plan as the Board may determine, provided
that the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which
may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the
officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer”
of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).



    	 



    	 



    

 


		4.	Stock Available for Awards



 


Number of Shares. Subject
to adjustment under Section 9, Awards may be made under the Plan for up to 3,000,000 shares of common stock, $0.008 par value per
share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such
Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in
any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards
under the Plan in proportion to the number of shares by which the total shares authorized for issuance was originally reduced at
the time of grant or issuance pursuant to Section 4(c) of the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitations under the Code. Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.


 


		5.	Stock Options



 


(a)        General. The
Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock
to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of
each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. 
An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory
Stock Option”.


 


(b)        Incentive Stock
Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an
“Incentive Stock Option”) shall only be granted to employees of AmbiCom Holdings, Inc., any of AmbiCom Holdings, Inc.’s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the
employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option.


 


(c)        Exercise Price.
The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall be not less than 100% of the fair market value as determined by (or in a manner
approved by) the Board at the time the Option is granted.


 


(d)        Duration of
Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years.


 


(e)        Exercise of
Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section
5(f) for the number of shares for which the Option is exercised.


 


(f)        Payment Upon
Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 



    	 



    	 



    

 


(1)        in
cash or by check, payable to the order of the Company;


 


(2)        except
as the Board may otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding
or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker
to promptly pay to the Company the exercise price and any required tax withholding;


 


(3)        when
the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the Board, provided (i) such method of payment is then permitted
under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant at least six
months prior to such delivery and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or
other similar requirements; or


 


(4)        any
combination of the above permitted forms of payment.


 


(g)         Substitute Options.
In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof prior to such merger, consolidation or acquisition. Substitute Options may be granted on such terms
as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections
of this Section 5 or in Section 2.


 


		6.	Unrestricted Stock.





A Participant may be awarded (or sold at a discount) shares of Common Stock which are not subject to restrictions, in consideration
for past services rendered thereby to the Company or an Affiliate or for other valid consideration.


 


		7.	Restricted Stock.



 


(a)        Grants. The
Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase
all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued
at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior
to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock
Award”).


 


(b)        Terms and Conditions.
The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for repurchase (or forfeiture)
and the issue price, if any.


 


(c)        Limitation on
Vesting. Restricted Stock Awards shall not vest earlier than the first anniversary of the date of grant.  Notwithstanding
any other provision of this Plan, the Board may, in its discretion, either at the time a Restricted Stock Award is made or at any
time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any
part or all of the restrictions applicable to the Restricted Stock Award, provided that the Board may only exercise such rights
in extraordinary circumstances which shall include, without limitation, death or disability of the Participant; a merger, consolidation,
sale, reorganization, recapitalization, or change in control of the Company; or any other nonrecurring significant event affecting
the Company, a Participant or the Plan.


 



    	 



    	 



    

 


(d)        Stock Certificates.
Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless
otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company
(or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates
no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner
determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death (the “Designated Beneficiary”).  In the absence of an effective designation by a Participant, “Designated
Beneficiary” shall mean the Participant’s estate.


 


		8.	Other Stock-Based Awards.



 


Other Awards of shares
of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants (“Other Stock Unit Awards”), including without limitation
Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock Unit Awards shall
also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation
to which a Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board
shall determine.  Subject to the provisions of the Plan, the Board shall determine the conditions of each Other Stock Unit
Awards, including any purchase price applicable thereto. At the time any Award is granted, the Board may provide that, at the time
Common Stock would otherwise be delivered pursuant to the Award, the Participant will instead receive an instrument evidencing
the Participant’s right to future delivery of the Common Stock.


 


		9.	Adjustments for Changes in Common Stock and Certain Other
Events.



 


Changes in Capitalization.
In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and class of securities
and exercise price per share subject to each outstanding Option and (iii) the repurchase price per share subject to each outstanding
Restricted Stock Award. 


 


		10.	General Provisions Applicable to Awards



 


(a)        Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution or, other than in the case of an Option intended to be an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant.
References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. Notwithstanding
the foregoing, a Participant may transfer any Award by means of a gift to a family member (as such term is defined in General Instruction
A to Form S-8, as may be amended from time to time) of such Participant, provided that prior written notice of such gift is provided
to the Company.


 



    	 



    	 



    

 


(b)        Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c)        Board Discretion.
Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. 
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)        Termination
of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant,
or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the
Award.


 


(e)        Conditions on
Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions
from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and
delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(f)         Deferrals. The
Board may permit Participants to defer receipt of any Common Stock issuable upon exercise of an Option or upon the lapse of any
restriction applicable to any Restricted Stock Award, subject to such rules and procedures as it may establish.


 


		11.	Miscellaneous



 


(a)        No Right To
Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability
or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)        No Rights As
Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record
holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of
a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution
of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record
date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend
with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock dividend.


 


(c)        Effective Date
and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board, but no Award may be granted
unless and until the Plan has been approved by the Company’s stockholders. No Awards shall be granted under the Plan after
the date 10 years from the date on which the Plan was adopted by the Board, provided that Awards granted prior to that date may
extend beyond such date.


 



    	 



    	 



    

 


(d)        Amendment of
Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that, to the extent determined
by the Board, no amendment requiring stockholder approval under any applicable legal, regulatory or listing requirement shall become
effective until such stockholder approval is obtained. No Award shall be made that is conditioned upon stockholder approval of
any amendment to the Plan.


 


(f)        Governing Law.
The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the
State of Texas, without regard to any applicable conflicts of law.