Exhibit 10.02


 


BUILDABLOCK CORP.


2012 EQUITY INCENTIVE PLAN


 


The purpose of the Buildablock Corp. 2012
Equity Incentive Plan (the “Plan”) is to advance the interests of Buildablock Corp. (the “Company”)
by linking the interests of the members of the Board, Employees and Consultants to those of the Company’s stockholders and
by providing such individuals an incentive to continue to work towards and contribute to the success and progress of the Company.
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services
of members of the Board, Employees and Consultants.


 


Article
I.

DEFINITIONS


 


As used in the Plan, the following
terms will have the meanings set forth below:


 


1.1           “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article XI. With reference to the duties
of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.3, the term “Administrator”
shall refer to such person(s) unless the Committee has revoked such delegation.


 


1.2           “Award”
shall mean an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, Restricted Stock Unit, Performance Shares, Performance
Share Units, and Stock Appreciation Rights which may be awarded or granted under the Plan (collectively, “Awards”).


 


1.3           “Award
Agreement” shall mean a written agreement or other instrument as approved from time to time by the Committee implementing
the grant of each Award. An Agreement may be in the form of an agreement to be executed by both the Holder and the Company (or
an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee.


 


1.4           “Award
Limit” shall mean 1,000,000 shares of Common Stock, as adjusted pursuant to Section 12.3; provided, however, that
each share of Common Stock subject to an Award shall be counted as one share against the Award Limit.


 


1.5           “Board”
shall mean the Board of Directors of the Company.


 






    	 



    	 



    

 





1.6           “Change
in Control” shall mean the occurrence of any of the following transactions or events occurring on or after the Effective
Date:





  


(a)          any
“person” (as defined below) or “group” (as defined in Section 13(d)(3) of the Exchange Act and the rules
thereunder), together with all affiliates of such person or group, shall become the “beneficial owner” (as determined
pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting
securities”) of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding
voting securities, other than an Exempt Person; provided, however, that, notwithstanding the foregoing, a Change in Control shall
not occur under this subsection (a) by reason of a person or group (together with the affiliates thereof) becoming the beneficial
owner of 50% or more of the outstanding voting securities of the Company solely as a result of an acquisition of voting securities
by the Company which, by reducing the number of voting securities outstanding, increases the proportionate number of voting securities
beneficially owned by such person or group (together with the affiliates thereof) to 50% or more of the voting securities of the
Company then outstanding; and, provided, further, that if a person or group (together with the affiliates thereof) shall become
the beneficial owner of 50% or more of the voting securities of the Company then outstanding solely as a result of an acquisition
of voting securities by the Company and shall, after such acquisition by the Company, become the beneficial owner of additional
voting securities of the Company (other than pursuant to a dividend or distribution paid or made by the Company in voting securities
or pursuant to a split or subdivision of the outstanding voting securities), then a Change in Control shall occur under this subsection
(a) unless, upon becoming the beneficial owner of such additional voting securities, such person or group (together with the affiliates
thereof) does not beneficially own 50% or more of the voting securities then outstanding;


 


(b)          during
any 12-month period beginning on or after the Effective Date, individuals who, at the beginning of such period, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director during such 12-month period whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;


 


(c)          the
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of: (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets
or stock of another entity, in each case, if, as a result of the transaction, the Company’s voting securities outstanding
immediately before the transaction (or the securities into which such voting securities are converted as a result of the transaction)
fail to represent, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the
Company (or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or
indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company
or such person, the “Successor Entity”)) immediately after the transaction; and


 






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(d)          the
Company’s stockholders approve a liquidation or dissolution of the Company








 


For purposes of subsection (a) above,
the calculation of voting power shall be made as if the date on which the ownership of such person or group is measured were a
record date for a vote of the Company’s stockholders, and for purposes of subsection (c) above, the calculation of voting
power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company’s
stockholders. For all purposes of this Plan, any calculation of the number of securities outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding voting securities of which any person or group is the
beneficial owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act. For purposes of this definition of “Change in Control,” “person” means any individual,
corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, association or other entity.


 


1.7           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


1.8           “Committee”
shall mean the Compensation Committee of the Board.


 


1.9           “Common
Stock” shall mean common stock of the Company; par value $0.00001 per share.


 


1.10         “Company”
shall mean Buildablock Corp., a Florida Corporation.


 


1.11         “Consultant”
shall mean any consultant or adviser if: (a) the consultant or adviser is a natural person, (b) the consultant or adviser renders
bona fide services to the Company or any Subsidiary; and (c) the services rendered by the consultant or adviser are not in connection
with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market
for the Company’s securities.


 


1.12         “DRO”
shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income security Act of 1974,
as amended from time to time, or the rules thereunder.


 


1.13         “Effective
Date” shall mean the date the Plan is approved by the Company’s Board of Directors.


 


1.14         “Employee”
shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any
Subsidiary.


 


1.15         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


1.16         “Exempt
Person” shall mean any of the following:


 


(a)          a
trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the
Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any person controlled by the Company,


 


(b)          Gary
Oberman, Bartek Bulzak, or any persons or entities owned or controlled by such persons, including 3324019 Canada Inc. and 8040387
Canada Inc.


 


(c)          the
Company or a Subsidiary, and


 



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(d)          a
person that is owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
beneficial ownership of the voting securities of the Company.


 


No person who is an officer, director
or employee of an Exempt Person shall be deemed, solely by reason of such person’s status or authority as such, to be the
beneficial owner of any securities that are beneficially owned, including, without limitation, in a fiduciary capacity, by an Exempt
Person or by any other such officer, director or employee of an Exempt Person.


 


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


 


(a)          If
the Common Stock is then listed or admitted to trading on a NYSE or NASDAQ market system or a stock exchange which reports closing
sale prices, the Fair Market Value shall be the closing price of the stock on the grant date.


 


(b)          If
the Common Stock is not then listed or admitted to trading on a NYSE or NASDAQ market system or a stock exchange which reports
closing sale prices, the Fair Market Value shall be the closing price of the common stock on the over-the-counter bulletin board,
on the grant date.


 


(c)          If
neither (a) nor (b) is applicable as of the grant date, then the Fair Market Value shall be determined by the Administrator in
good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties.


 


1.18         “Fiscal
Year” means the fiscal year of the Company.


 


1.19         “Holder”
shall mean a person who has been granted an Award.


 


1.20         “Incentive
Stock Option” shall mean an option which conforms to the applicable provisions of Section 422 of the Code and which is
designated as an Incentive Stock Option by the Administrator.


 


1.21         “Non-Employee
Director” shall mean a member of the Board who is not an Employee.


 


1.22         “Non-Qualified
Stock Option” shall mean an Option which is not designated as an Incentive Stock Option by the Administrator.


 


1.23         “Option”
shall mean a stock option granted under Article IV of the Plan. An Option granted under the Plan shall, as determined by the Administrator,
be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Consultants shall
be Non-Qualified Stock Options.


 


1.24         “Performance
Criteria” means the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing
the Performance Goal or Performance Goals for a Performance Period.


 



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1.25         “Performance
Goals” means, for a Performance Period, one or more goals established in writing by the Administrator for the Performance
Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual. The achievement of each Performance Goal shall be determined in accordance with GAAP to the extent applicable.


 


1.26         “Performance
Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right
to, and the payment of a performance based Award.


 


1.27         “Performance
Shares” shall mean Common Stock awarded under Article X of the Plan.


 


1.28         “Performance
Share Units” shall mean rights to receive Common Stock awarded under Article X of the Plan.


 


1.29         “Plan”
shall mean the Buildablock Corp. 2012 Equity Incentive.


 


1.30         “Restricted
Stock” shall mean Common Stock awarded under Article VII of the Plan that is subject to repurchase or forfeiture.


 


1.31         “Restricted
Stock Units” shall mean rights to receive Common Stock awarded under Article VIII of the Plan.


 


1.32         “Rule
16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time.


 


1.33         “Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


1.34         “Stock
Appreciation Right” shall mean a stock appreciation right granted under Article IX of the Plan.


 


1.35         “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company
if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests
in one of the other entities in such chain.


 


1.36         “Subsidiary
Corporation” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then 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.


 


1.37         “Substitute
Award” shall mean an Option granted under this Plan upon the assumption of, or in substitution for, outstanding equity
awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award”
be construed to refer to an award made in connection with the cancellation and repricing of an Option.


 



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1.38         “Termination
of Consultancy” shall mean the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement,
but excluding terminations where there is a simultaneous commencement of employment or service with the Company or any Subsidiary.
The Administrator, in its discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy,
including, without limitation, the question of whether a Termination of Consultancy resulted from a discharge for cause. Notwithstanding
any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s
service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.
For purposes of the Plan, the engagement of a Holder as a Consultant to a Subsidiary shall be deemed to be terminated in the event
that the Subsidiary engaging such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction
or event (including, without limitation, a spin-off).


 


1.39         “Termination
of Directorship” shall mean the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason,
including, without limitation, a termination by resignation, failure to be elected, death or retirement. The Administrator, in
its discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to
Non-Employee Directors.


 


1.40         “Termination
of Employment” shall mean the time when the employee-employer relationship between a Holder and the Company or any Subsidiary
is terminated for any reason, with or without cause, including, without limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of
a Holder by the Company or any Subsidiary, and (b) terminations which are followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former employee. The Administrator, in its discretion, shall determine the
effect of all matters and questions relating to Termination of Employment, including, without limitation, the question of whether
a Termination of Employment resulted from a discharge for cause; provided, however, that, with respect to Incentive Stock Options,
unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status
from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination
of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes
of the Plan, a Holder’s employee-employer relationship shall be deemed to be terminated in the event that the Subsidiary
employing such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event
(including, without limitation, a spin-off).


 



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Article
II.

SHARES SUBJECT TO PLAN


 


2.1           Shares
Subject to Plan.


 


(a)          Subject
to Section 12.3 and Section 2.1(b), the aggregate number of shares of Common Stock that may be issued or transferred pursuant to
Awards under the Plan shall be equal to 2,000,000 shares (the “Authorized Shares”).


 


(b)          If
any shares of Common Stock subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part),
the shares of Common Stock subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again
be available for future grants of Awards under the Plan. Notwithstanding the provisions of this Section 2.1(b), no shares may again
be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option
under Section 422 of the Code.


 


2.2           Stock
Distributed. Any Common Stock distributed pursuant to an Award shall consist, in whole or in part, of authorized and unissued
Common Stock, shares of Common Stock held in treasury or shares of Common Stock purchased on the open market.


 


2.3           Limitation
on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article XII,
the maximum number of shares of Common Stock with respect to one or more Awards that may be granted to any one Employee, Non-Employee
Director or Consultant during any calendar year shall not exceed the Award Limit.


 


Article
III.

GRANTING OF AWARDS


 


3.1           Award
Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Stock Options shall contain
such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.


 


3.2           At-Will
Employment. Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in the
employ of, or as a Consultant for, the Company or any Subsidiary, or as a Director of the Company, or shall interfere with or restrict
in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at
any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment
agreement between the Holder and the Company or any Subsidiary.


 


Article
IV.

GRANTING OF OPTIONS


 


4.1           Eligibility.
Any Employee, Consultant or Non-Employee Director selected by the Administrator pursuant to Section 4.4(a)(i) shall be eligible
to be granted an Option.


 



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4.2           Disqualification
for Stock Ownership. No person may be granted an Incentive Stock Option under the Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or any then existing Subsidiary Corporation or parent corporation (as defined in Section 424(e) of the Code) unless such
Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code


 


4.3           Qualification
of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company
or a Subsidiary Corporation.


 


4.4           Granting
of Options.


 


(a)          The
Administrator shall from time to time, in its discretion, and, subject to applicable limitations of the Plan:


 


(i)          Select
from among the Employees, Consultants, and Non-Employee Directors (including Employees, Consultants, and Non-Employee Directors
who have previously received Awards under the Plan) such of them as in its opinion should be granted Options;


 


(ii)         Subject
to the Award Limit, determine the number of shares to be subject to such Options granted to the selected Employees, Consultants,
or Non-Employee Directors;


 


(iii)        Subject
to Section 4.2 and Section 4.3, determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options;
and


 


(iv)        Determine
the terms and conditions of such Options, consistent with the Plan;


 


(b)          Upon
the selection of an Employee, Consultant or Non-Employee Director to be granted an Option, the Administrator shall instruct the
Secretary of the Company to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate.


 


(c)          Any
Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify
such Option from treatment as an “incentive stock option” under Section 422 of the Code.


 


Article
V.

TERMS OF OPTIONS


 


5.1           Option
Price. The price per share of Common Stock subject to each Option granted to Employees, Non-Employee Director and Consultants
shall be set by the Administrator; provided, however, that:


 


(a)          In
the case of Incentive Stock Options, such price shall not be less than 100% of the Fair Market Value of a share of Common Stock
on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the
Code); and


 



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(b)          In
the case of Incentive Stock Options granted to an individual then owning (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 any Subsidiary Corporation or parent corporation
thereof (as defined in Section 424(e) of the Code), such price shall not be less than 110% of the Fair Market Value of a share
of Common Stock on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section
424(h) of the Code).


 


5.2           Option
Term. The term of an Option granted to an Employee, Non-Employee Director or Consultant shall be set by the Administrator in
its discretion; provided, however, that the term shall not be more than ten (10) years from the date the Option is granted, or
five (5) years from the date the Option is granted if the Option is an Incentive Stock Option granted to an individual then owning
(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 any Subsidiary Corporation or parent corporation thereof (as defined in Section 424(e) of the Code). Except as limited
by requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend
the term of any outstanding Option in connection with any Termination of Employment, Termination of Directorship or Termination
of Consultancy of the Holder, or amend any other term of condition of such Option relating to such a Termination of Employment,
Termination of Directorship or Termination of Consultancy.


 


5.3           Option
Vesting.


 


(a)          The
period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator
and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is
granted. At any time after grant of an Option, the Administrator may, in its discretion and subject to whatever terms and conditions
it selects, accelerate the period during which an Option vests.


 


(b)          No
portion of an Option granted to an Employee, Non-Employee Director or Consultant which is unexercisable at Termination of Employment,
Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become exercisable, except as may be
otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of
the Option.


 


(c)          To
the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the
meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder
during any calendar year under the Plan, and all other plans of the Company and any Subsidiary Corporation or parent corporation
thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options
to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options
and other “incentive stock options” into account in the order in which they were granted. For purposes of this Section
5.3(c), the fair market value of stock shall be determined as of the time the Option or other “incentive stock options”
with respect to such stock is granted.


 



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Article
VI.

EXERCISE OF OPTIONS


 


6.1           Partial
Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect
to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to
a minimum number of shares.


 


6.2           Manner
of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:


 


(a)          A
written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof,
is exercised. Such rules may provide that for administrative convenience an Option may not be exercised during such period (not
exceeding 10 days) as is specified in advance by the Administrator. The notice shall be signed by the Holder or other person then
entitled to exercise the Option or such portion of the Option;


 


(b)          Such
representations and documents as the Administrator, in its discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator
may, in its discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;


 


(c)          In
the event that the Option shall be exercised pursuant to Section 12.1 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option; and


 


(d)          Full
cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is exercised.
However, the Administrator may, in its discretion, (i) allow payment, in whole or in part, through the delivery of shares of Common
Stock which have been owned by the Holder for at least six months, duly endorsed for transfer to the Company with a Fair Market
Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (ii) allow payment,
in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market
Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow
payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (iv)
allow payment, in whole or in part, through the delivery of a notice that the Holder has placed a market sell order with a broker
with respect to shares of Common Stock then issuable upon exercise of the Option, and the broker timely pays a sufficient portion
of the net proceeds of the sale to the Company in satisfaction of the Option exercise price or (v) allow payment through any combination
of the consideration provided in the foregoing subparagraphs (i), (ii), (iii) and (iv); provided, however, that the payment in
the manner prescribed in the preceding paragraphs shall not be permitted to the extent that the Administrator determines that payment
in such manner shall result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal
or an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited
by Section 13(k) of the Exchange Act or other applicable law.


 



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6.3           Conditions
to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:


 


(a)          The
completion of any registration or other qualification of such shares under any federal, state or foreign law, or under the rulings
or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall,
in its discretion, deem necessary or advisable;


 


(b)          The
obtaining of any approval or other clearance from any federal, state or foreign governmental agency which the Administrator shall,
in its discretion, determine to be necessary or advisable;


 


(c)          The
lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time
for reasons of administrative convenience; and


 


(d)          The
receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion
of the Administrator may be in the form of consideration used by the Holder to pay for such shares under Section 6.2(d).


 


6.4           Rights
as Stockholders. Holders shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have
been issued by the Company to such Holders.


 


6.5           Ownership
and Transfer Restrictions. The Administrator, in its discretion, may impose such restrictions on the ownership and transferability
of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the
respective Award Agreement and may be referred to on the certificates evidencing such shares. The Holder shall give the Company
prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (a) two years
from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the
Code) such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.


 


6.6           Additional
Limitations on Exercise of Options. Holders may be required to comply with any timing or other restrictions with respect to
the settlement or exercise of an Option, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 



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Article
VII.

AWARD OF RESTRICTED STOCK


 


7.1           Eligibility.
Subject to the Award Limit, Restricted Stock may be awarded to any Employee, Non-Employee Director
or Consultant who the Administrator determines should receive such an Award.


 


7.2           Award
of Restricted Stock.


 


(a)          The
Administrator may from time to time, in its discretion:


 


(i)          Select
from among the Employees, Non-Employee Directors or Consultants (including Employees, Non-Employee Directors or Consultants who
have previously received Awards under the Plan) such of them as in its opinion should be awarded Restricted Stock; and


 


(ii)         Determine
the purchase price, if any, and other terms and conditions applicable to such Restricted Stock, consistent with the Plan.


 


(b)          The
Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that such
purchase price shall be no less than the par value of the Common Stock to be purchased, unless otherwise permitted by applicable
state law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.


 


(c)          Upon
the selection of an Employee, Non-Employee Director or Consultant to be awarded Restricted Stock, the Administrator shall instruct
the Secretary of the Company to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock
as it deems appropriate.


 


7.3           Rights
as Stockholders. Subject to Section 7.4, upon delivery of the shares of Restricted Stock to the escrow holder pursuant to Section
7.6, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said
shares, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the shares; provided, however, that, in the discretion of the Administrator, any extraordinary distributions
with respect to the Common Stock shall be subject to the restrictions set forth in Section 7.4.


 


7.4           Restriction.
All shares of Restricted Stock issued under the Plan (including any shares received by Holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each
individual Award Agreement, be subject to such restrictions as the Administrator shall provide, which restrictions may include,
without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment,
directorship or consultancy with the Company, Company performance and individual performance; provided, however, by action taken
after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate,
remove any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stock may not be sold or encumbered
until all restrictions are terminated or expire. If no consideration was paid by the Holder upon issuance, a Holder’s rights
in unvested Restricted Stock shall lapse, and such Restricted Stock shall be surrendered to the Company without consideration,
upon Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable; provided, however, that
the Administrator in its discretion may provide that such rights shall not lapse in the event of a Termination of Employment, Termination
of Directorship or Termination of Consultancy, as applicable, following a Change in Control or because of the Holder’s retirement,
death or disability or termination without cause.


 



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7.5           Repurchase
of Restricted Stock. The Administrator shall provide in the terms of each individual Award Agreement that the Company shall
have the right to repurchase from the Holder the Restricted Stock then subject to restrictions under the Award Agreement immediately
upon a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, at a cash price per
share equal to the price paid by the Holder for such Restricted Stock; provided, however, that the Administrator in its discretion
may provide that such rights shall not lapse in the event of a Termination of Employment, Termination of Directorship or Termination
of Consultancy, as applicable, following a Change in Control or because of the Holder’s retirement, death or disability or
termination without cause.


 


7.6           Escrow.
The Secretary of the Company or such other escrow holder as the Administrator may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed under the Award Agreement with respect to the shares
evidenced by such certificate expire or shall have been removed.


 


7.7           Legend.
In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Administrator shall cause a legend
or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under
Award Agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby.


 


7.8           Section
83(b) Election. If a Holder makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed
with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon
which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a copy of such election to
the Company immediately after filing such election with the Internal Revenue Service.


 


Article
VIII.

RESTRICTED STOCK UNITS


 


8.1           Eligibility.
Subject to the Award Limit, one or more Restricted Stock Unit Awards may be granted to any Employee, Non-Employee Director or Consultant
whom the Administrator determines should receive such an Award.


 



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8.2           Restricted
Stock Units. Any Employee, Non-Employee Director or Consultant selected by the Administrator may be granted an award of Restricted
Stock Units in the manner determined from time to time by the Administrator. The Administrator is authorized to make awards of
Restricted Stock Units in such amounts and subject to such terms and conditions as determined by the Administrator. The Administrator
shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify
such conditions to vesting as it deems appropriate, and may specify that such Restricted Stock Units become fully vested and nonforfeitable
pursuant to the satisfaction of one or more Performance Goals or other specific performance goals as the Administrator determines
to be appropriate at the time of the grant, in each case on a specified date or dates or over any period or periods determined
by the Administrator. The Administrator shall specify the distribution dates applicable to each award of Restricted Stock Units
which shall be no earlier than the vesting dates or events of the award and may be determined at the election of the Employee,
Non-Employee Director or Consultant, subject to compliance with Section 409A of the Code. On the distribution dates, the Company
shall issue to the Holder one unrestricted, fully transferable share of Common Stock for each Restricted Stock Unit distributed.


 


8.3           Term.
The term of a Restricted Stock Unit Award shall be set by the Administrator in its discretion.


 


8.4           Exercise
or Purchase Price. The Administrator may establish the exercise or purchase price of shares distributed pursuant to a Restricted
Stock Unit Award; provided, however, that such price shall not be less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law.


 


8.5           Exercise
Upon Termination of Employment, Termination of Directorship or Termination of Consultancy. A Restricted Stock Unit Award is
exercisable or distributable only while the Holder is an Employee, Non-Employee Director or Consultant.


 


Article
IX.

STOCK APPRECIATION RIGHTS


 


9.1           Grant
of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Employee, Non-Employee Director or Consultant
selected by the Administrator. A Stock Appreciation Right may be granted: (a) in connection and simultaneously with the grant of
an Option, or (b) independent of an Option. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent
with the Plan as the Administrator shall impose and shall be evidenced by an Award Agreement.


 


9.2           Coupled
Stock Appreciation Rights.


 


(a)          A
Coupled Stock Appreciation Right (“CSAR”) shall be related to a particular Option and shall be exercisable only when
and to the extent the related Option is exercisable.


 


(b)          A
CSAR may be granted to the Holder for no more than the number of shares subject to the simultaneously granted Option to which it
is coupled.


 



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(c)          A
CSAR shall entitle the Holder (or other person entitled to exercise the Option pursuant to the Plan) to surrender to the Company
unexercised a portion of the Option to which the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive
from the Company in exchange therefor an amount determined by multiplying (i) the difference obtained by subtracting the exercise
price per share of the CSAR from (ii) the Fair Market Value of a share of Common Stock on the date of exercise of the CSAR by the
number of shares of Common Stock with respect to which the CSAR shall have been exercised, subject to any limitations the Administrator
may impose.


 


9.3           Independent
Stock Appreciation Rights.


 


(a)          An
Independent Stock Appreciation Right (“ISAR”) shall be unrelated to any Option and shall have a term set by the Administrator
in its discretion; provided, however, that the term shall not be more than ten (10) years from the date the ISAR is granted. An
ISAR shall be exercisable in such installments as the Administrator may determine. An ISAR shall cover such number of shares of
Common Stock as the Administrator may determine; provided, however, that unless the Administrator otherwise provides in the terms
of the Award Agreement or otherwise, no ISAR granted to a person subject to Section 16 of the Exchange Act shall be exercisable
until at least six months have elapsed following the date on which the ISAR was granted. The exercise price per share of Common
Stock subject to each ISAR shall be set by the Administrator; provided, that such exercise price per share shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the ISAR is granted. An ISAR is exercisable only while the
Holder is an Employee, Non-Employee Director or Consultant; provided, that the Administrator may provide that ISARs may be exercised
following a Termination of Employment, Termination in Directorship or Termination of Directorship, as applicable, or following
a Change in Control, or because of the Holder’s retirement, death or disability or termination without cause.


 


(b)          An
ISAR shall entitle the Holder (or other person entitled to exercise the ISAR pursuant to the Plan) to exercise all or a specified
portion of the ISAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined
by multiplying (i) the difference obtained by subtracting the exercise price per share of the ISAR from the Fair Market Value of
a share of Common Stock on the date of exercise of the ISAR by (ii) the number of shares of Common Stock with respect to which
the ISAR shall have been exercised, subject to any limitations the Administrator may impose.


 


9.4           Payment
and Limitations on Exercise.


 


(a)          Payment
of the amounts determined under Section 9.2(c) and 9.3(b) above shall be in cash, shares of Common Stock (based on its Fair Market
Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.
The Company shall not be required to issue or deliver any certificate or certificates for shares of stock issuable upon the exercise
of any Stock Appreciation Right prior to fulfillment of the conditions set forth in Section 6.3 above.


 


(b)          Holders
of Stock Appreciation Rights may be required to comply with any timing or other restrictions with respect to the settlement or
exercise of a Stock Appreciation Right, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 



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Article
X.

AWARD OF PERFORMANCE SHARES AND PERFORMANCE SHARE UNITS


 


10.1         Eligibility.
Subject to the Award Limit, Performance Shares and Performance Share Units may be awarded to any Employee, Non-Employee Director
or Consultant who the Administrator determines should receive such an Award.


 


10.2         Awards
of Performance Shares and Performance Share Units. Any Employee, Non-Employee Director or Consultant selected by the Administrator
may be granted one or more Performance Shares or Performance Share Units. The amount of such Awards may be linked to any one or
more of the Performance Criteria or other specific performance criteria determined appropriate by the Administrator, in each case
on a specified date or dates or over a period or periods determined by the Administrator. In making such determinations, the Administrator
shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities
and other compensation of the particular Employee, Non-Employee Director or Consultant.


 


Article
XI.

ADMINISTRATION


 


11.1         Duties
and Powers of Administrator. It shall be the duty of the Committee or the Board to conduct the general administration of the
Plan in accordance with its provisions. The Committee or the Board shall have the power to interpret the Plan and the Award Agreements,
and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, to interpret,
amend or revoke any such rules, to delegate authority in accordance with Section 11.3 and to amend any Award Agreement provided
that the rights or obligations of the Holder of the Award that is the subject of any such Award Agreement are not affected adversely.
Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with
respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code.


 


11.2         Good
Faith Actions. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith
shall be final and binding upon all Holders, the Company and all other interested persons. No members of the Committee or Board
shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards,
and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination
or interpretation.


 


11.3         Delegation
of Authority to Grant Awards. To the extent permitted by applicable law, the Committee may, but need not, delegate from time
to time some or all of its authority to grant Awards under the Plan to a committee or committees consisting of one or more members
of the Board and/or one or more officers of the Company. Any delegation hereunder shall be subject to the restrictions and limits
that the Committee specifies at the time of such delegation of authority and may be rescinded at any time by the Committee.


 



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Article
XII.

MISCELLANEOUS


 


12.1         Transferability
of Awards.


 


(a)          Except
as otherwise provided in Section 12.1(b)


 


(i)          No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised,
or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;


 


(ii)         No
Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest
or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and


 


(iii)        During
the lifetime of the Holder, only the Holder may exercise an Option or other Award (or any portion thereof) granted to him under
the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Option
or other Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement,
be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under
the then applicable laws of descent and distribution.


 


(b)          Notwithstanding
Section 12.1(a), the Administrator, in its discretion, may determine to permit a Holder to transfer a Non-Qualified Stock Option
to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) a Non-Qualified
Stock Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than
by will or the laws of descent and distribution; (ii) any Non-Qualified Stock Option which is transferred to a Permitted Transferee
shall continue to be subject to all the terms and conditions of the Non-Qualified Stock Option as applicable to the original Holder
(other than the ability to further transfer the Non-Qualified Stock Option); (iii) any transfer of a Non-Qualified Stock Option
to a Permitted Transferee shall be without consideration; and (iv) the Holder and the Permitted Transferee shall execute any and
all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee
as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign
securities laws and (C) evidence the transfer. For purposes of this Section 12.1(b), “Permitted Transferee” shall mean,
with respect to a Holder, 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,
any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons (or the Holder)
control the management of assets, and any other entity in which these persons (or the Holder) own more than fifty percent of the
voting interests, or any other transferee specifically approved by the Administrator after taking into account any federal, state,
local and foreign tax and securities laws applicable to transferable Non-Qualified Stock Options.


 



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12.2       Amendment,
Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.2, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. Except as provided in Section
12.9, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, alter or impair any rights
or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.


 


12.3       Changes
in Common Stock or Assets of the Company; Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)          Subject
to Section 12.3(d), in the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities
or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or
event that affects the Common Stock, then the Administrator shall equitably adjust any or all of the following in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an
Award:


 


(i)          The
number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted or awarded
(including, without limitation, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may
be issued under the Plan and adjustments of the Award Limit);


 


(ii)         The
number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards


 


(iii)        The
grant or exercise price with respect to any Award.


 


(b)          Subject
to Section 12.3(d), in the event of any transaction or event described in Section 12.3(a) or any unusual or nonrecurring transactions
or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or
of changes in applicable laws, regulations or accounting principles, the Administrator, in its discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate
such transactions or events or to give effect to such changes in laws, regulations or principles:


 



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(i)          To
provide for the purchase of any such Award for an amount of cash equal to the amount that could have been attained upon the exercise
of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;


 


(ii)         To
provide for the replacement of such Award with other rights or property selected by the Administrator in its discretion having
an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the
Holder’s rights had such Award been currently exercisable or payable or fully vested;


 


(iii)        To
provide that the Award cannot vest, be exercised or become payable after such event;


 


(iv)        To
provide that such Award shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in Section
5.3 or the provisions of such Award;


 


(v)         To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(vi)        To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards,
and/or in the terms and conditions of (including the grant, exercise or purchase price), and the criteria included in, outstanding
options, rights and awards and options, rights and awards which may be granted in the future; and


 


(vii)       To
provide that, for a specified period of time prior to such event, the restrictions imposed under an Award Agreement upon some or
all shares of Restricted Stock or Restricted Stock Units may be terminated, and, in the case of Restricted Stock, some or all shares
of such Restricted Stock may cease to be subject to repurchase under Section 7.5 or forfeiture under Section 7.4 after such event.


 


(c)          Subject
to Section 12.3(d), the Administrator may, in its discretion, include such further provisions and limitations in any Award, agreement
or certificate, as it may deem equitable and in the best interests of the Company.


 



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(d)          The
existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or
power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of
stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights
are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock,
or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.


 


(e)          No
action shall be taken under this Section 12.3 which shall cause an Award to fail to comply with Section 409A of the Code or the
Treasury Regulations thereunder, to the extent applicable to such Award.


 


(f)          In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.3(a) and
12.3(b):


 


(i)          The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall
be equitably adjusted; and/or


 


(ii)         The
Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect
such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including,
but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued
under the Plan and adjustments of the Award Limit). The adjustments provided under this Section 12.3(f) shall be nondiscretionary
and shall be final and binding on the affected Holder and the Company.


 


For purposes of this Section
12.3(f), “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend,
that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock
(or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.


 


12.4         Tax
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder
to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s
FICA obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of this
Plan. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow a Holder to elect to have
the Company withhold shares of Common Stock otherwise issuable under an Award (or allow the return of shares of Common Stock) having
a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares
of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Holder of such Award within six months (or such other period as may be determined by the Administrator) after
such shares of Common Stock were acquired by the Holder from the Company) in order to satisfy the Holder’s federal, state,
local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall
be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and
payroll tax purposes that are applicable to such supplemental taxable income.


 



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12.5         Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary:
(a) to establish any other forms of incentives or compensation for Employees, Non-Employee Directors or Consultants of the Company
or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with
any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition
by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited
liability company, firm or association.


 


12.6         Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock
and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable
federal, state, local and foreign laws, rules and regulations (including but not limited to federal, state and foreign securities
law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion
of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be
subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances
and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal
requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.


 


12.7         Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.


 


12.8         Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State
of Florida without regard to conflicts of law thereof.


 


12.9         Section
409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code.
To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department
of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related
Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the
Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are
necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department
of Treasury guidance.


 



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12.10         Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response,
then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated
system.


 


12.11         No
Rights to Awards. No Holder or other person shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Administrator is obligated to treat Holders or any other persons uniformly.


 


12.12         Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any program or Award Agreement shall give
the Holder any rights that are greater than those of a general creditor of the Company or any affiliate of the Company.


 


12.13         Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any affiliate of the Company
except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


12.14         Expenses.
The expenses of administering the Plan shall be borne by the Company and its affiliates.


 



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