Exhibit 10.17


 


TURNPOINT MEDICAL DEVICES, INC.


 


2015 STOCK PLAN


 


		1.	DEFINITIONS.


 


Unless otherwise specified
or unless the context otherwise requires, the following terms, as used in this Turnpoint Medical Devises, Inc. 2015 Stock Plan,
have the following meanings:


 


Administrator means
the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means
the Committee.


 


Affiliate means
a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means
an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.


 


Board of Directors
means the Board of Directors of the Company.


 


Code means the United
States Internal Revenue Code of 1986, as amended.


 


Committee means
the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions
of the Plan.


 


Common Stock means
shares of the Company’s common stock, $.001 par value per share.


 


Company means Turnpoint
Medical Devices, Inc., a Delaware corporation.


 


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


 


Employee means any
employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director
of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under
the Plan.


 


Fair Market Value of
a Share of Common Stock means:


 


(1)          If
the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly
reported for the Common Stock, the closing or last price of the Common Stock on the composite tape or other comparable reporting
system for the trading day on the applicable date and if such date is not a trading day, the last market trading day prior to such
date;


 




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(2)         If
the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock, the mean between the bid and the asked price for the Common Stock at the close
of trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such
date is not a trading day, the last market trading day prior to such date; and


 


(3)         If
the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine.


 


ISO means an option
meant to qualify as an incentive stock option under Section 422 of the Code.


 


Non-Qualified Option
means an option which is not intended to qualify as an ISO.


 


Option means an
ISO or Non-Qualified Option granted under the Plan.


 


Participant means
an Employee, director or consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan.
As used herein, “Participant” shall include “Participant’s Survivors” where the context requires.


 


Plan means this
Turnpoint Medical Devices, Inc. 2015 Stock Plan.


 


Shares means shares
of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which
the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under
the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based Award
means a grant by the Company under the Plan of an equity award or equity based award which is not an Option or Stock Grant.


 


Stock Grant means
a grant by the Company of Shares under the Plan.


 


Stock Right means
a right to Shares or the value of Shares of the Company granted pursuant to the Plan — an ISO, a Non-Qualified Option, a
Stock Grant or Stock-Based Award.


 


Survivor means a
deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to
a Stock Right by will or by the laws of descent and distribution.


 


		2.	PURPOSES
OF THE PLAN.


 


The Plan is intended to
encourage ownership of Shares by Employees and directors of and certain consultants to the Company in order to attract such people,
to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote
the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants
and Stock-Based Awards.


 




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		3.	SHARES
SUBJECT TO THE PLAN.


 


(a)           The
number of Shares which may be issued from time to time pursuant to this Plan shall be 1,700,000, or the equivalent of such
number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend,
combination, recapitalization or similar transaction in accordance with Paragraph 24 of the Plan.


 


(b)           If
an Option ceases to be outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at no more
than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires
or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares
which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding
the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s
tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for
purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right
or portion thereof, and not the net number of Shares actually issued.


 


	4.	ADMINISTRATION OF THE PLAN.


 


The Administrator of the
Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which
case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 


	 	a.	Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;


 


	 	b.	Determine which Employees, directors and consultants shall be granted Stock Rights;


 


	 	c.	Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall Stock Rights with respect to more than 100,000 Shares be granted to any Participant in any fiscal year;


 


	 	d.	Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;


 


	 	e.	Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right;


 




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provided, however, that all such interpretations,
rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences
under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated
as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of
any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is
the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that
would otherwise be the responsibility of the Committee.


 


To the extent permitted
under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers
to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected
by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time.


 


		5.	ELIGIBILITY
FO PARTICIPATION.


 


The Administrator will,
in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be an Employee, director
or consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator
may authorize the grant of a Stock Right to a person not then an Employee, director or consultant of the Company or of an Affiliate;
provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become
a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to
Employees. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or consultant of
the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify
him or her from, participation in any other grant of Stock Rights.


 


		6.	TERMS
AND CONDITIONS OF OPTIONS.


 


Each Option shall be set
forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with
the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation,
subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject
to at least the following terms and conditions:


 


A.          Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions
which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum
standards for any such Non-Qualified Option:


 




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		a.	Option
Price: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price
shall be determined by the Administrator but shall not be less than the Fair Market Value per share of Common Stock.


 


		b.	Number
of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


 


		c.	Option
Periods: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it
may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period
of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events.


 


		d.	Option
Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement
in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including
requirements that:


 


		i.	The
Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and


 


	 	ii.	The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.


 


		e.	Term
of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option
Agreement may provide.


 


B.          
ISOs: Each Option intended to be an ISO shall be issued only to an Employee and be subject to the following terms and conditions,
with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422
of the Code and relevant regulations and rulings of the Internal Revenue Service:


 


		a.	Minimum
standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above,
except clauses (a) and (e) thereunder.


 


		b.	Option
Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution
rules in Section 424(d) of the Code:


 


	 	i.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Shares on the date of the grant of the Option; or


 




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	 	ii.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value on the date of grant.


 


		c.	Term
of Option: For Participants who own:


  


	 	i.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or


  


	 	ii.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.


 


		d.	Limitation
on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year
(under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time
each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar
year does not exceed $100,000.


 


		7.	TERMS
AND CONDITIONS OF STOCK GRANTS.


 


Each offer of a Stock Grant
to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms
of each Stock Grant shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested
by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and
conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following
minimum standards:


 


		(a)	Each
Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price
shall be determined by the Administrator but shall not be less than the minimum consideration required by the Colorado Business
Corporation Act on the date of the grant of the Stock Grant;


 


	 	(b)	Each Agreement shall state the number of Shares to which the Stock Grant pertains; and


 


	 	(c)	Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefor, if any.


 




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		8.	TERMS
AND CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The Board shall have the
right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Board may determine,
including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares
and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award
shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which
the Administrator determines to be appropriate and in the best interest of the Company.


 


		9.	EXERCISE
OF OPTIONS AND ISSUE OF SHARES.


 


An Option (or any part
or installment thereof) shall be exercised by giving written notice to the Company or its designee, together with provision for
payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised,
and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising
the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation
required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised
shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option,
or (c) at the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of
the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option,
or (d) at the discretion of the Administrator, by delivery of the grantee’s personal recourse note, bearing interest payable
not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, with or
without the pledge of such Shares as collateral, or (e) at the discretion of the Administrator, in accordance with a cashless exercise
program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator,
by any combination of (a), (b), (c), (d) and (e) above, or (g) at the discretion of the Administrator, payment of such other lawful
consideration as the Board may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise
of an ISO as is permitted by Section 422 of the Code.


 


The Company shall then
reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s
Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that
the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect
to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 




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The Administrator shall
have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate
the exercise date of any installment of any Option granted to an Employee as an ISO (and not previously converted into a Non-Qualified
Option pursuant to Paragraph 27) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of
the Code, as described in Paragraph 6.B.d.


 


The Administrator may,
in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted
by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or
in the event of the death of the Participant, the Participant’s Survivors, if the amendment is adverse to the Participant,
and (iii) any such amendment of any Option shall be made only after the Administrator determines whether such amendment would constitute
a “modification” of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause
any adverse tax consequences for the holder of such Option including, but not limited to, pursuant to Section 409A of the Code.


 


		10.	ACCEPTANCE
OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


A Stock Grant or Stock-Based
Award (or any part or installment thereof) shall be accepted by executing the applicable Agreement and delivering it to the Company
or its designee, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for
the Shares as to which such Stock Grant or Stock-Based Award is being accepted, and upon compliance with any other conditions set
forth in the applicable Agreement. Payment of the purchase price for the Shares as to which such Stock Grant or Stock-Based Award
is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator,
through delivery of shares of Common Stock having a Fair Market Value equal as of the date of acceptance of the Stock Grant or
Stock-Based Award to the purchase price of the Stock Grant or Stock-Based Award, or (c) at the discretion of the Administrator,
by delivery of the grantee’s personal recourse note bearing interest payable not less than annually at no less than 100%
of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Administrator, by any
combination of (a), (b) and (c) above.


  


The Company shall then,
if required pursuant to the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based
Award was accepted to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision
set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood
that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect
to the Shares prior to their issuance.


 




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The Administrator may,
in its discretion, amend any term or condition of an outstanding Stock Grant, Stock- Based Award or applicable Agreement provided
(i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of
the Participant to whom the Stock Grant or Stock-Based Award was made, if the amendment is adverse to the Participant and (iii)
any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences
to the Participant, including, but not limited to, pursuant to Section 409A of the Code.


 


		11.	RIGHTS
AS A SHAREHOLDER.


 


No Participant to whom
a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant or as set forth in any Agreement and tender of the full purchase
price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company’s
share register in the name of the Participant.


 


		12.	ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS.


 


By its terms, a Stock Right
granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution,
or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right
may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause
(i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior
approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited
by this Paragraph. Except as provided herein, a Stock Right shall only be exercisable or may only be accepted, during the Participant’s
lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary
to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.


 


		13.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY.


 


Except as otherwise provided
in a Participant’s Option Agreement in the event of a termination of service (whether as an employee, director or consultant)
with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


		a.	A
Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than
termination “for cause”, Disability, or death for which events there are special rules in Paragraphs 14, 15, and 16,
respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such
termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.


 




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	 	b.	Except as provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s termination of employment.


 


	 	c.	The provisions of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option.


 


	 	d.	Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause”, then such Participant shall forthwith cease to have any right to exercise any Option.


 


	 	e.	A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.


 


	 	f.	Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate.


 


		14.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE “FOR CAUSE”.


 


Except as otherwise provided
in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated “for cause” prior to the time that all his or
her outstanding Options have been exercised:


 


	 	a.	All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated “for cause” will immediately be forfeited.


 




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	 	b.	For purposes of this Plan, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.


 


	 	c.	“Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any Option is forfeited.


 


	 	d.	Any provision in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Participant.


 


		15.	EFFECT
ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.


 


	 	a.	Except as otherwise provided in a Participant’s Option Agreement, a Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant:


 


	 	b.	To the extent that the Option has become exercisable but has not been exercised on the date of Disability; and


 


	 	c.	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability.


 


A Disabled Participant
may exercise such rights only within the period ending one year after the date of the Participant’s termination of employment,
directorship or consultancy, as the case may be, notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if the Participant had not become Disabled and had continued to be an employee,
director or consultant or, if earlier, within the originally prescribed term of the Option.


 


The Administrator shall
make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost
of which examination shall be paid for by the Company.


 




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		16.	EFFECT
ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided
in a Participant’s Option Agreement, in the event of the death of a Participant while the Participant is an employee, director
or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors:


 


		a.	To
the extent that the Option has become exercisable but has not been exercised on the date of death; and


 


	 	b.	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 


If the Participant’s
Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date
of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of
the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier,
within the originally prescribed term of the Option.


 


		17.	EFFECT
OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS.


 


In the event of a termination
of service (whether as an employee, director or consultant) with the Company or an Affiliate for any reason before the Participant
has accepted a Stock Grant, such offer shall terminate.


 


For purposes of this Paragraph
17 and Paragraph 18 below, a Participant to whom a Stock Grant has been offered and accepted under the Plan who is absent from
work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability
as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence,
be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy
with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.


 


In addition, for purposes
of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be
an employee, director or consultant of the Company or any Affiliate.


 




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		18.	EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY.


 


Except as otherwise provided
in a Participant’s Agreement, in the event of a termination of service (whether as an employee, director or consultant),
other than termination “for cause,” Disability, or death for which events there are special rules in Paragraphs 19,
20, and 21, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall have the right to repurchase
that number of Shares subject to a Stock Grant as to which the Company’s repurchase rights have not lapsed.


 


		19.	EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE “FOR CAUSE”.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an employee, director
or consultant) with the Company or an Affiliate is terminated “for cause”:


 


		a.	All
Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof.


 


	 	b.	For purposes of this Plan, “cause” shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non- competition or similar agreement between the Participant and the Company or any Affiliate, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.


 


	 	c.	“Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause,” then the Company’s right to repurchase all of such Participant’s Shares shall apply.


 


	 	d.	Any provision in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Participant.


 


		20.	EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if a Participant ceases to be an employee, director or consultant
of the Company or of an Affiliate by reason of Disability: to the extent the Company’s rights of repurchase have not lapsed
on the date of Disability, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically,
such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of Disability
as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior
to the date of Disability.


 




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The Administrator shall
make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost
of which examination shall be paid for by the Company.


 


		21.	EFFECT
ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant
is an employee, director or consultant of the Company or of an Affiliate: to the extent the Company’s rights of repurchase
have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of repurchase
lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through
the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued
prior to the Participant’s death.


 


		22.	PURCHASE
FOR INVESTMENT.


 


Unless the offering and
sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under
no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:


 


		a.	The
person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that
such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale
in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by
the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant
to such exercise or such grant:


 


“The shares represented by this certificate
have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1)
either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended,
or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such
Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 




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	 	b.	At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder.


 


		23.	DISSOLUTION
OR LIQUIDATION OF THE COMPANY.


 


Upon the dissolution or
liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock
Grants and Stock-Based Awards which have not been accepted will terminate and become null and void; provided, however, that if
the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the
Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any
Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such
dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately
terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement.


 


		24.	ADJUSTMENTS.


 


Upon the occurrence of
any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall
be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement:


 


A.          Stock
Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number
of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii)
additional shares or new or different shares or other securities of the Company or other noncash assets are distributed with respect
to such shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of an Option or acceptance of
a Stock Grant may be appropriately increased or decreased proportionately, and appropriate adjustments may be made including, in
the purchase price per share, to reflect such events. The number of Shares subject to the limitation in Paragraphs 3 and 4(c) shall
also be proportionately adjusted upon the occurrence of such events.


  


B.          Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially
all of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”),
the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor
Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to
the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either (a) to the extent then
exercisable or, (b) at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph),
within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such
Options (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator, all Options being made fully
exercisable for purposes of this Subparagraph) over the exercise price thereof.


 




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With respect to outstanding
Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such
Stock Grants by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable
with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor
or acquiring entity; or (ii) upon written notice to the Participants, provide that all Stock Grants must be accepted (to the extent
then subject to acceptance) within a specified number of days of the date of such notice, at the end of which period the offer
of the Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange for a cash payment equal to the excess of
the Fair Market Value of the Shares subject to such Stock Grants over the purchase price thereof, if any. In addition, in the event
of a Corporate Transaction, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock
Grants.


 


C.           Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company, other than a Corporate Transaction
pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common
Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be
entitled to receive for the purchase price paid upon such exercise or acceptance the number of replacement securities which would
have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


D.           Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs A, B or C above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the
Successor Board shall determine the specific adjustments to be made under this Paragraph 24 and, subject to Paragraph 4, its determination
shall be conclusive.


 


E.           Modification
of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C above with respect to Options
shall be made only after the Administrator determines whether such adjustments would constitute a “modification” of
any ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of
Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments
made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such
adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates
that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with
respect to the Option.


 




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		25.	ISSUANCES
OF SECURITIES.


 


Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock
Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including
without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


		26.	FRACTIONAL
SHARES.


 


No fractional shares shall
be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional
shares equal to the Fair Market Value thereof.


 


		27.	CONVERSION
OF ISOs INTO NON- QUALIFIED OPTIONS; TERMINATION OF ISOs.


 


The Administrator, at the
written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s
ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time
of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions
on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have
such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator
takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that
has not been exercised at the time of such conversion.


 


		28.	WITHHOLDING.


 


In the event that any federal,
state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other
amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or
other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition
(as defined in Paragraph 29) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant’s
compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which
employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement,
including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted
by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined
in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair
market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to
advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the
exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding.


 




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		29.	NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION.


 


Each Employee who receives
an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any shares
acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes
any disposition (including any sale or gift) of such shares before the later of (a) two years after the date the Employee was granted
the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section
424(c) of the Code. If the Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying
Disposition can occur thereafter.


 


		30.	TERMINATION
OF THE PLAN.


 


The Plan will terminate
on April __, 2025, the date which is ten years from the date of its adoption by the Board of Directors and its approval by the
shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors
of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective
date of such termination.


 


		31.	AMENDMENT
OF THE PLAN AND AGREEMENTS.


 


The Plan may be amended
by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent
necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for
favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding
Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation
in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator
determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification
or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right
previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements
in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator,
outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. In addition, if
the stock exchange on which the Shares are traded amends its corporate governance rules so that such rules no longer require shareholder
approval of “material amendments” of equity compensation plans, then, from and after the effective date of such an
amendment to those rules, no amendment of the Plan which (i) materially increases the number of shares to be issued under the Plan
(other than to reflect a reorganization, stock split, merger, spin- off or similar transaction); (ii) materially increases the
benefits to Participants, including any material change to: (a) permit a repricing (or decrease in exercise price) of outstanding
Options, (b) reduce the price at which Shares or Options may be offered, or (c) extend the duration of the Plan; (iii) materially
expands the class of Participants eligible to participate in the Plan; or (iv) expands the types of awards provided under the Plan
shall become effective unless shareholder approval is obtained.


 




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	32.	EMPLOYMENT OR OTHER RELATIONSHIP.


 


Nothing in this Plan or
any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status
of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to
give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.


 


		33.	GOVERNING
LAW.


 


This Plan shall be construed
and enforced in accordance with the law of the State of Delaware.


 


		34.	CODE
OF SECTION 409A.


 


The Company intends that
the Plan and any Stock Rights granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements
of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance
with Section 409A so that any compensation deferred under any Stock Rights (and applicable investment earnings) shall not be included
in income under Section 409A of the Code.


 


The following provisions
shall apply to any Stock Right that is or may potentially be subject to the requirements of Section 409A of the Code.


 


(a)           The
Agreement for any Stock Right that the Administrator reasonably determines to be a “non-qualified deferred compensation plan”
under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Plan applicable to that Stock Right,
shall be construed in a manner consistent with, the applicable requirements of Section 409A of the Code, and the Administrator,
in its sole discretion and without the consent of any Participant, may amend any Agreement (and the provisions of the Plan applicable
thereto) if and to the extent that the Administrator determines that such amendment is necessary or appropriate to comply with
the requirements of Section 409A of the Code.


 


(b)           If
any Stock Right constitutes a Section 409A Plan, then the Stock Right shall be subject to the following additional requirements,
if and to the extent required to comply with Section 409A of the Code:


 


		i.	Payments
under the Section 409A Plan may not be made earlier than the first to occur of (u) the Participant’s “separation from
service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified
time (or pursuant to a fixed schedule)” specified in the Agreement at the date of the deferral of such compensation, (y)
a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the
assets” of the Company, or (z) the occurrence of an “unforeseeable emergency”;


 




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	 	ii.	The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;


 


	 	iii.	Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and


 


	 	iv.	In the case of any Participant who is “specified employee”, a distribution on account of a “separation from service” may not be made before the date which is six months after the date of the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death).


 


For purposes of the foregoing, the terms in
quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth
herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section
409A of the Code that are applicable to the Award.


 


Notwithstanding the foregoing, the Company
does not make any representation to any Participant or Survivor that any Stock Rights made pursuant to this Plan are exempt from,
or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold
harmless the Participant or any Survivor for any tax, additional tax, interest or penalties that the Participant or any Survivor
may incur in the event that any provision of this Plan, or any Agreement, or any amendment or modification thereof, or any other
action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.


 




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