Exhibit 4.4


 





STOCK
OPTION AGREEMENT


 


This
AGREEMENT made as of the date of the grant set forth in Exhibit A (the “Effective Date”) by and between
Orgenesis Inc., a company formed under the laws of Nevada, and having a place of business at 20271 Goldenrod Lane, Germantown,
MD 20876 (the “Company”) and the individual whose name and address appears under his or her signature below (the “Participant”).


 


WHEREAS,
the Company desires to grant to the Participant a non-qualified stock option under Section 422 of the United States Internal Revenue
Code of 1986, as amended, including any successor statute, regulation and guidance thereto (“Option”) to purchase
shares of common stock. par value $0.001 per share (the “Shares”), under and for the purposes set forth in and subject
to the terms of the Company’s 2017 Equity Incentive Plan, including any amendments thereto (the “Plan”) which
is attached hereto as Exhibit C; and


 


WHEREAS,
the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as set
forth in the Plan;


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:


 


		1.	GRANT
                                         OF OPTION.



 


The
Company hereby grants to the Participant, as of the Effective Date, the right and option to purchase all or any part of an aggregate
of the number of Shares set forth in Exhibit A, on the terms and conditions and subject to all the limitations set forth
herein, under United States securities and tax laws, and in the Plan.


 


		2.	EXERCISE
                                         PRICE.



 


The
exercise price of the Shares shall be the price set forth in Exhibit A, subject to adjustment, as provided in the Plan, in the
event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof (the “Exercise
Price”).


 


		3.	EXERCISABILITY
                                         OF OPTION.



 


		(a)	This
                                         Option shall become exercisable (and the Shares issued upon exercise shall be vested)
                                         as set forth in Exhibit A, provided the Participant is an Employee, director or
                                         Consultant of the Company or of an Affiliate on the applicable vesting date.



 


		(b)	Notwithstanding
                                         the foregoing, in the event of a Change of Control (as defined below), 100% of the Shares
                                         which would have vested in each vesting installment remaining under this Option will
                                         be vested and exercisable for purposes of Paragraph 22(b) of the Plan unless this Option
                                         has otherwise expired or been terminated pursuant to its terms or the terms of the Plan.
                                         “Change of Control” means the occurrence of any of the following events:
                                         (A) The approval by shareholders of the Company of a merger or consolidation of the Company
                                         with any other corporation, other than a merger or consolidation which would result in
                                         the voting securities of the Company outstanding immediately prior thereto continuing
                                         to represent (either by remaining outstanding or by being converted into voting securities
                                         of the surviving entity) more than fifty percent (50%) of the total voting power represented
                                         by the voting securities of the Company or such surviving entity outstanding immediately
                                         after such merger or consolidation; (B) The approval by the shareholders of the Company
                                         of a plan of complete liquidation of the Company or an agreement for the sale or disposition
                                         by the Company of all or substantially all of the Company’s assets.



 


		4.	TERM
                                         OF OPTION.



 


		(a)	This
                                         Option shall terminate on the date set forth in Exhibit A (the “Option Expiration
                                         Date”) but shall be subject to earlier termination as provided herein or in the
                                         Plan.



 




    	 	 	 



     


    

 


		(b)	If
                                         the Participant ceases to be an Employee, director or Consultant of the Company or of
                                         an Affiliate for any reason other than the death or Disability of the Participant, or
                                         termination of the Participant for Cause (the “Termination Date”), the Option
                                         to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination
                                         Date, and not previously terminated in accordance with this Agreement, may be exercised
                                         within one year after the Termination Date, or on or prior to the Option Expiration Date,
                                         whichever is earlier, but may not be exercised thereafter except as set forth below.
                                         In such event, the unvested portion of the Option shall not be exercisable and shall
                                         expire and be cancelled on the Termination Date.



 


		(c)	Notwithstanding
                                         the foregoing, in the event of the Participant’s Disability or death within three
                                         months after the Termination Date, the Participant or the Participant’s Survivors
                                         may exercise the Option within one year after the Termination Date, but in no event after
                                         the Option Expiration Date.



 


		(d)	In
                                         the event the Participant’s service is terminated by the Company or an Affiliate
                                         for Cause, the Participant’s right to exercise any unexercised portion of this
                                         Option even if vested shall cease immediately as of the time the Participant is notified
                                         his or her service is terminated for Cause, and this Option shall thereupon terminate.
                                         Notwithstanding anything herein to the contrary, if subsequent to the Participant’s
                                         termination, but prior to the exercise of the Option, the Administrator determines that,
                                         either prior or subsequent to the Participant’s termination, the Participant engaged
                                         in conduct which would constitute Cause, then the Participant shall immediately cease
                                         to have any right to exercise the Option and this Option shall thereupon terminate.



 


		(i)	In
                                         the event of the Disability of the Participant, as determined in accordance with the
                                         Plan, the Option shall be exercisable within one year after the Participant’s termination
                                         of service due to Disability or, if earlier, on or prior to the Option Expiration Date.
                                         In such event, the Option shall be exercisable:to the extent that the Option has become
                                         exercisable but has not been exercised as of the date of the Participant’s termination
                                         of service due to Disability; and



 


		(ii)	in
                                         the event rights to exercise the Option accrue periodically, to the extent of a pro rata
                                         portion through the date of the Participant’s termination of service due to 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 the Participant’s
                                         termination of service due to Disability.



 


		(e)	In
                                         the event of the death of the Participant while an Employee, director or Consultant of
                                         the Company or of an Affiliate, the Option shall be exercisable by the Participant’s
                                         Survivors within one year after the date of death of the Participant or, if earlier,
                                         on or prior to the Option Expiration Date. In such event, the Option shall be exercisable:



 


		(i)	to
                                         the extent that the Option has become exercisable but has not been exercised as of the
                                         date of death; and



 


		(ii)	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.



 




    	 	 	 



     


    

 


		5.	METHOD
                                         OF EXERCISING OPTION.



 


		(a)	Subject
                                         to the terms and conditions of this Agreement, the Option may be exercised by written
                                         notice to the Company or its designee, in substantially the form of Exhibit B
                                         attached hereto (or in such other form acceptable to the Company, which may include electronic
                                         notice). Such notice shall state the number of Shares with respect to which the Option
                                         is being exercised and shall be signed by the person exercising the Option (which signature
                                         may be provided electronically in a form acceptable to the Company).



 


		(b)	Payment
                                         of the Exercise Price for such Shares shall be made in accordance with Paragraph 9 of
                                         the Plan.



 


		(c)	The
                                         Company shall deliver such Shares as soon as practicable after the notice shall be received,
                                         provided, however, that the Company may delay issuance of such Shares until completion
                                         of any action or obtaining of any consent, which the Company deems necessary under any
                                         applicable law (including, without limitation, state securities or “blue sky”
                                         laws).



 


		(d)	The
                                         Shares as to which the Option shall have been so exercised shall be registered in the
                                         Company’s share register in the name of the person so exercising the Option (or,
                                         if the Option shall be exercised by the Participant and if the Participant shall so request
                                         in the notice exercising the Option, shall be registered in the Company’s share
                                         register in the name of the Participant and another person jointly, with right of survivorship)
                                         and shall be delivered as provided above to or upon the written order of the person exercising
                                         the Option.



 


		(e)	In
                                         the event the Option shall be exercised, pursuant to Section 4 hereof, by any person
                                         other than the Participant, such notice shall be accompanied by appropriate proof of
                                         the right of such person to exercise the Option.



 


		(f)	All
                                         Shares that shall be purchased upon the exercise of the Option as provided herein shall
                                         be fully paid and nonassessable.



 


		6.	PARTIAL
                                         EXERCISE.



 


Exercise
of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except
that no fractional share shall be issued pursuant to this Option.


 


		7.	NON-ASSIGNABILITY.



 


		(a)	The
                                         Option shall not be transferable by the Participant otherwise than by will or by the
                                         laws of descent and distribution. Because this Option is a Non-Qualified Option, it may
                                         also be transferred pursuant to a qualified domestic relations order as defined by the
                                         Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.



 


		(b)	Except
                                         as provided above in Section 7 (a), the Option shall be exercisable, during the Participant’s
                                         lifetime, only by the Participant (or, in the event of legal incapacity or incompetency,
                                         by the Participant’s guardian or 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.



 


		(c)	Any
                                         attempted transfer, assignment, pledge, hypothecation or other disposition of the Option
                                         or of any rights granted hereunder contrary to the provisions of this Section 7, or the
                                         levy of any attachment or similar process upon the Option shall be null and void.



 


		8.	NO
                                         RIGHTS AS STOCKHOLDER UNTIL EXERCISE.



 


The
Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares
in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect
to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which
the record date is prior to the date of such registration.


 




    	 	 	 



     


    

 


		9.	ADJUSTMENTS.



 


The
Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions
in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are incorporated herein by reference.


 


		10.	TAXES.



 


		(a)	The
                                         Participant acknowledges that any income or other taxes due from him or her with respect
                                         to this Option or the Shares issuable pursuant to this Option shall be the Participant’s
                                         responsibility.



 


		(b)	The
                                         Participant acknowledges and agrees that:



 


		(i)	the
                                         Participant was free to use professional advisors of his or her choice in connection
                                         with this Agreement, has received advice from his or her professional advisors in connection
                                         with this Agreement, understands its meaning and import, and is entering into this Agreement
                                         freely and without coercion or duress;



 


		(ii)	the
                                         Participant has not received and is not relying upon any advice, representations or assurances
                                         made by or on behalf of the Company or any Affiliate or any employee of or counsel to
                                         the Company or any Affiliate regarding any tax or other effects or implications of the
                                         Option, the Shares or other matters contemplated by this Agreement; and



 


		(iii)	neither
                                         the Administrator, the Company, its Affiliates, nor any of its officers or directors,
                                         shall be held liable for any applicable costs, taxes, or penalties associated with the
                                         Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes
                                         deferred compensation under Section 409A of the Code.



 


		(c)	The
                                         Participant agrees that the Company may withhold from the Participant’s remuneration,
                                         if any, the minimum statutory amount of federal, state and local withholding taxes attributable
                                         to such amount that is considered compensation includable in such person’s gross
                                         income. At the Company’s discretion, the amount required to be withheld may be
                                         withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable
                                         to the Participant on exercise of the Option. The Participant further agrees that, if
                                         the Company does not withhold an amount from the Participant’s remuneration sufficient
                                         to satisfy the Company’s income tax withholding obligation, the Participant will
                                         reimburse the Company on demand, in cash, for the amount under-withheld.



 


		11.	PURCHASE
                                         FOR INVESTMENT.



 


		(i)	Unless
                                         the offering and sale of the Shares to be issued upon the particular exercise of the
                                         Option shall have been effectively registered under the Securities Act, the Company shall
                                         be under no obligation to issue the Shares covered by such exercise unless the Company
                                         has determined that such exercise and issuance would be exempt from the registration
                                         requirements of the Securities Act and until the following conditions have been fulfilled:
                                         The person(s) who exercise the Option shall warrant to the Company, at the time of such
                                         exercise, 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 any certificate(s)
                                         evidencing the Shares issued pursuant to such exercise:



 




    	 	 	 



     


    

 


“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;” and


 


		(ii)	If
                                         the Company so requires, the Company shall have received an opinion of its counsel that
                                         the Shares may be issued upon such particular exercise in compliance with the Securities
                                         Act without registration thereunder. Without limiting the generality of the foregoing,
                                         the Company may delay issuance of the Shares until completion of any action or obtaining
                                         of any consent, which the Company deems necessary under any applicable law (including
                                         without limitation state securities or “blue sky” laws).



 


		12.	RESTRICTIONS
                                         ON TRANSFER OF SHARES.



 


		(a)	The
                                         Participant agrees that in the event the Company proposes to offer for sale to the public
                                         any of its equity securities and such Participant is requested by the Company and any
                                         underwriter engaged by the Company in connection with such offering to sign an agreement
                                         restricting the sale or other transfer of Shares, then it will promptly sign such agreement
                                         and will not transfer, whether in privately negotiated transactions or to the public
                                         in open market transactions or otherwise, any Shares or other securities of the Company
                                         held by him or her during such period as is determined by the Company and the underwriters,
                                         not to exceed 180 days following the closing of the offering, plus such additional period
                                         of time as may be required to comply with Marketplace Rule 2711 of the National Association
                                         of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up
                                         Period”).



 


		(b)	Such
                                         agreement shall be in writing and in form and substance reasonably satisfactory to the
                                         Company and such underwriter and pursuant to customary and prevailing terms and conditions.



 


		(c)	Notwithstanding
                                         whether the Participant has signed such an agreement, the Company may impose stop-transfer
                                         instructions with respect to the Shares or other securities of the Company subject to
                                         the foregoing restrictions until the end of the Lock-Up Period.The Participant acknowledges
                                         and agrees that neither the Company, its shareholders nor its directors and officers,
                                         has any duty or obligation to disclose to the Participant any material information regarding
                                         the business of the Company or affecting the value of the Shares before, at the time
                                         of, or following a termination of the service of the Participant by the Company, including,
                                         without limitation, any information concerning plans for the Company to make a public
                                         offering of its securities or to be acquired by or merged with or into another firm or
                                         entity.



 


		13.	NO
                                         OBLIGATION TO MAINTAIN RELATIONSHIP.



 


		(a)	The
                                         Participant acknowledges that:



 


		(i)	the
                                         Company is not by the Plan or this Option obligated to continue the Participant as an
                                         employee, director or Consultant of the Company or an Affiliate;



 


		(ii)	the
                                         Plan is discretionary in nature and may be suspended or terminated by the Company at
                                         any time;



 


		(iii)	the
                                         grant of the Option is a one-time benefit which does not create any contractual or other
                                         right to receive future grants of options, or benefits in lieu of options;



 


		(iv)	all
                                         determinations with respect to any such future grants, including, but not limited to,
                                         the times when options shall be granted, the number of shares subject to each option,
                                         the option price, and the time or times when each option shall be exercisable, will be
                                         at the sole discretion of the Company;



 




    	 	 	 



     


    

 


		(v)	the
                                         Participant’s participation in the Plan is voluntary;



 


		(vi)	the
                                         value of the Option is an extraordinary item of compensation which is outside the scope
                                         of the Participant’s employment or consulting contract, if any; and



 


		(vii)	the
                                         Option is not part of normal or expected compensation for purposes of calculating any
                                         severance, resignation, redundancy, end of service payments, bonuses, long-service awards,
                                         pension or retirement benefits or similar payments.



 


	14.	NOTICES.



 


		(a)	Any
                                         notices required or permitted by the terms of this Agreement or the Plan shall be given
                                         by recognized courier service, facsimile, registered or certified mail, return receipt
                                         requested, addressed as follows:



 


		(i)	If
                                         to the Company:



 


Orgenesis
Inc.


20271
Goldenrod Lane


Germantown,
MD 20876


Attention:
Chief Financial Officer


 


		(ii)	If
                                         to the Participant, at the address set forth below, or to such other address or addresses
                                         of which notice in the same manner has previously been given.



 


		(b)	Any
                                         such notice shall be deemed to have been given upon the earlier of receipt, one business
                                         day following delivery to a recognized courier service or three business days following
                                         mailing by registered or certified mail.



 


		15.	GOVERNING
                                         LAW.



 


This
Agreement shall be governed by and construed in accordance with the laws of Nevada, without giving effect to the conflict of law
principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to
exclusive jurisdiction in New York and agree that such litigation shall be conducted in the state courts of New York, New York
or the federal courts of the United States for the District of New York.


 


		16.	BENEFIT
                                         OF AGREEMENT.



 


Subject
to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding
upon the heirs, executors, administrators, successors and assigns of the parties hereto.


 


		17.	ENTIRE
                                         AGREEMENT.



 


		(a)	This
                                         Agreement, including Exhibit A, which is expressly incorporated herein and made a part
                                         hereof, embodies the entire agreement and understanding between the parties hereto with
                                         respect to the subject matter hereof and supersedes all prior oral or written agreements
                                         and understandings relating to the subject matter hereof.



 


		(b)	No
                                         statement, representation, warranty, covenant or agreement not expressly set forth in
                                         this Agreement shall affect or be used to interpret, change or restrict, the express
                                         terms and provisions of this Agreement, provided, however, in any event, this Agreement
                                         shall be subject to and governed by the Plan.



 


		18.	MODIFICATIONS
                                         AND AMENDMENTS.



 


The
terms and provisions of this Agreement may be modified or amended as provided in the Plan.


 


		19.	WAIVERS
                                         AND CONSENTS.



 


Except
as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.


 


		20.	DATA
                                         PRIVACY.



 


		(a)	By
                                         entering into this Agreement, the Participant:



 


		(i)	authorizes
                                         the Company and each Affiliate, and any agent of the Company or any Affiliate administering
                                         the Plan or providing Plan recordkeeping services, to disclose to the Company or any
                                         of its Affiliates such information and data as the Company or any such Affiliate shall
                                         request in order to facilitate the grant of options and the administration of the Plan;
                                         and



 


		(ii)	authorizes
                                         the Company and each Affiliate to store and transmit such information in electronic form
                                         for the purposes set forth in this Agreement.



 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE EFFECTIVE DATE.


 


	PARTICIPANT	 	ORGENESIS INC.
	 	 	 	 	 
	By:
	 	 	By: 	

	 	 	 	 	 
	Name:
	 	 	Name:	            

	 	 	 	 	 
	Address:
	          	 	Title:	



 




    	 	 	 



     


    

 


Exhibit
A


 


Terms
of Option Grant


 


	1.	 	Date
    of Grant:	 	 
	 	 	 	 	 
	2.	 	Maximum
    Number of Shares for which this Option is exercisable:	 	 
	 	 	 	 	 
	3.	 	Exercise
    price per share:	 	 
	 	 	 	 	 
	4.	 	Option
    Expiration Date:	 	 
	 	 	 	 	 
	5.	 	Vesting
    Start Date:	 	 
	 	 	 	 	 
	6.	 	Vesting
    Schedule:	 	 


 




    	 	 	 



     


    

 


Exhibit
B


 


NOTICE
OF EXERCISE OF STOCK OPTION


 


[Form
for Shares registered in the United States]


 


	To:	Orgenesis


 


IMPORTANT
NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement
with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered
and such Registration Statement remains effective.


 


Ladies
and Gentlemen:


 


I
hereby exercise my Stock Option to purchase ___________________ shares (the “Shares”) of the common stock, par value
$0.0001 per share, of Orgenesis Inc. (the “Company”), at the exercise price of $ per share, pursuant to and subject
to the terms of the Stock Option Agreement dated May 18, 2017.


 


I
understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to
have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws
affecting the exercise of the Option and the purchase and subsequent sale of the Shares.


 


I
am paying the option exercise price for the Shares as follows:


 


	 	 	 


 


Please
issue the Shares (check one):


 


[  ]
to me; or


 


[  ]
to me and _________________________, as joint tenants with right of survivorship,


 


at
the following address:


 


	 	 	 
	 	 	 
	 	 	 


 




    	 	 	 



     


    

 


My
mailing address for shareholder communications, if different from the address listed above, is:


 





	 	 	 
	 	 	 
	 	 	 


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Participant
    (signature)
	 	 
	 	 
	 	Print
    Name
	 	 
	 	 
	 	Date


 




    	 	 	 



     


    

 


Exhibit
C


 


ORGENESIS,
INC.

2017 EQUITY INCENTIVE PLAN


 


1.
DEFINITIONS.


 


Unless
otherwise specified or unless the context otherwise requires, the following terms, as used in this Orgenesis, Inc. 2017 Equity
Incentive Plan, have the following meanings:


 


Administrator
means the committee to which the Board of Directors has delegated the authority to grant equity under the Plan.


 


Affiliate
means a corporation which, is a parent or subsidiary of the Company, direct or indirect, in an unbroken chain of corporations
if, each of the corporations (except for the ultimate parent corporation) owns stock possessing 50 percent or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.


 


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


 


Applicable
Law means the requirements relating to (a) the adoption and administration of equity plans under Nevada law, (b) the offer
and issuance of equity under United States federal securities laws and regulations and any applicable securities laws of any other
jurisdiction, (c) the Code, (d) any stock exchange or quotation system on which the Common Stock is then listed or traded, and
(e) any other the applicable laws or regulations.


 


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


 


Cause
means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination,
substantial malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a
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 (e) conduct substantially prejudicial to the business of the
Company or any Affiliate; provided, however, that any provision in an agreement between a 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 this definition with respect to that Participant. The determination of the Administrator as to
the existence of Cause will be conclusive on the Participant and the Company.


 


Code
means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance
thereto.


 


Common
Stock means common stock, par value $0.0001 per share.


 


Company
means Orgenesis, Inc., a company formed under the laws of State of Nevada.


 


Consultant
means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates,
provided that such services 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 or its Affiliates’
securities.


 


Disability
or Disabled means a permanent and total disability in which an individual is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of not less than 12 months.


 






    	 	 	 



     


    

 

Director
means a member of the Board of Directors.


 


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.


 


Exchange
Act means the Securities Exchange Act of 1934, as amended.


 


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, if not applicable, the 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 applicable date is not a trading
day, the last market trading day prior to such date;


 


(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 for the trading day referred to in clause (1), and if bid and asked prices for
the Common Stock are regularly reported, 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 applicable
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 in compliance with Applicable Laws.


 


ISO
means an option intended 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 Orgenesis, Inc. 2017 Equity Incentive Plan.


 


Securities
Act means the Securities Act of 1933, as amended.


 


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 a 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, Directors of and certain Consultants to the Company and its Affiliates
in order to attract and retain 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.


 


3.
SHARES SUBJECT TO THE PLAN.


 


The
number of Shares as to which Stock Rights (including ISOs) may be issued from time to time pursuant to this Plan shall be the
sum of: (i) 21,000,000 shares of Common Stock, 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 22 of this Plan.


 


If
an Option ceases to be outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at not 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.


 


	 	 	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 1,000,000 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.	Amend
    any term or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that
    (i) such term or condition as amended is not prohibited by the Plan; (ii) any such amendment shall not impair the rights of
    a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of
    the Participant the Participant’s Survivors; 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, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(B)(iv) below with respect
    to ISOs and pursuant to Section 409A of the Code; and


 




    	 	 	 



     


    




 


f.
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 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;


 


g.
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. In addition, the Board of Directors may take any action under the Plan that would otherwise be the
responsibility of the Administrator.


 


To
the extent permitted under Applicable Law, the Board of Directors or the Administrator 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 Administrator may revoke any such allocation or delegation
at any time.


 


5.
ELIGIBILITY FOR 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. 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 who are deemed to be residents of the United States for tax purposes. 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 or any grant under any other benefit plan established by the Company or any Affiliate for Employees, Directors
or Consultants.


 


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:


 


(i)
Exercise Price: Each Option Agreement shall state the exercise price per share of the Shares covered by each Option, which
exercise price shall be determined by the Administrator and shall be at least equal to the greater of the par value or the Fair
Market Value per share of Common Stock on the date of grant of the Option.


 




    	 	 	 



     


    




 


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


 


(iii)
Vesting: 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 performance conditions or the attainment of stated goals or events.


 


(iv)
Additional 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:


 


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

b. 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.


 


v. 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 who is deemed to be a resident of the United States for
tax purposes, and shall 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:


 


	 	i.	Minimum
    standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A)
    above, except clause (i) and (v) thereunder.
	 	 	 
	 	ii.	Exercise
    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:


 


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


 




    	 	 	 



     


    




 


	 	iii.	Term
    of Option: For Participants who own:


 


	 	a.	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
	 	 	 
	 	b.	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.


 


	 	iii.	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 on the
    date 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
Stock Grant to a Participant shall state the principal terms 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 Applicable Law 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
    and the purchase price therefor, if any, including the time period or performance conditions or the attainment of stated goals
    or events upon which such rights shall accrue.


 


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


 


The
Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions
as the Administrator 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. Each
Agreement shall include the terms of any right of the Company to terminate the Stock-Based Award without the issuance of Shares,
including time- based or performance-based vesting conditions or the attainment of stated goals or events upon which Shares shall
be issued.


 


To
the extent a Stock-Based Award is subject to Section 409A of the Code, such Stock- Based Award shall be paid as provided in the
Agreement on the earliest to occur of:


 


	●	death,
	●	disability
    within the meaning of Section 409A of the Code,
	●	separation
    from service with the Company and all of its Affiliates or, in the case of a Specified Employee (which for these purposes
    is a key employee of the Company or an Affiliate as defined in Section 416(i) of the Code without regard to paragraph (5)
    thereof), 6 months after a separation from service with the Company and all of its Affiliates,
	●	a
    “change in control event” within the meaning of Section 409A of the Code, or
	●	a
    fixed date as specified by the Administrator in the applicable Agreement.


 


Payment
of a Stock-Based Award subject to Section 409A of the Code shall not be accelerated, except as provided in regulations issued
by the Secretary of the Treasury under Section 409A of the Code.


 







    	 	 	 



     


    




 


The
Company intends that the Plan and any Stock-Based Awards granted hereunder to a United States taxpayer 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, and be operated in accordance with Section 409A of the Code, so that any compensation deferred under any Stock-Based Award
(and applicable investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan
shall be construed to affect the intent as described in this Paragraph 8.


 


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 (in a form
acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise
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 (which signature
may be provided electronically in a form acceptable to the Administrator), 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
exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or
such other currencies as may be determined by the Administrator; or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market
Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option
is being exercised; 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 aggregate exercise
price for the number of Shares as to which the Option is being exercised; or (d) 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 (e) at the
discretion of the Administrator, by any combination of (a), (b), (c) and (d) above; or (e) at the discretion of the Administrator,
payment of such other lawful consideration as the Administrator 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.


 


Upon
confirmation of the exercise of the Option by the Company, 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.


 


10.
PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


Any
Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based
Award is being granted shall be made (a) in United States dollars in cash or such other currencies as may be determined by the
Administrator; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six
months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to
the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination
of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator
may determine.


 


The
Company shall when required pursuant to the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock
Grant or Stock-Based Award was made 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.


 







    	 	 	 



     


    




 


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 an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate
exercise or full purchase price, if any, for the Shares being purchased 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 above during the Participant’s lifetime, a Stock Right
shall only be exercisable by or issued to such Participant (or 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.
	 	 	 
	 	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 Administrator 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; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater
    than ninety days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO
    to become a Non-Qualified Option on the 181st day following such leave of absence.


 




    	 	 	 



     


    




 


	 	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 and the Participant
    continues to be an Employee, Director or Consultant of the Company or any Affiliate; provided, however, if a Participant’s
    employment by either the Company or an Affiliate shall cease (other than to become an employee of an Affiliate or the Company)
    or the entity that employees the Participant is no longer deemed an Affiliate, such termination shall affect the Participant’s
    rights under any Option granted to such Participant in accordance with the terms of the Plan and the Participant’s Option
    Agreement.


 


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. 

b. 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.


 


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


 


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 to the extent that
the Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due
to Disability. A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s
termination of service due to Disability, 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 been terminated due to Disability 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.


 


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 to the extent that the Option has
become exercisable but has not been exercised on the 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 STOCK GRANTS AND STOCK- BASED AWARDS.


 


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 or a Stock-Based Award and paid the purchase price, if required, such
grant shall terminate.


 


For
purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued
under the Plan who is absent from work with the Company or with 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.


 


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.


 


18.
EFFECT ON STOCK GRANTS AND STOCK BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE.


 


Except
as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as
an Employee, Director or Consultant), other than for Cause for which event there are special rules in Paragraph 19 below, before
all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or
repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase
rights have not lapsed.


 


With
respect to a termination for a Disability, the Administrator shall make the determination both as to 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.


 


19.
EFFECT ON STOCK GRANTS OR STOCK BASED-AWARDS 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 or Stock Based-Award that remain subject to forfeiture provisions or as to which the Company
shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or
her service is terminated for Cause.

b. 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 all Shares subject to any Stock Grant or Stock Based- Award that remained subject to forfeiture
provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the
Company


 




    	 	 	 



     


    

 





20.
PURCHASE FOR INVESTMENT.


 


Unless
the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under
no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:


 


a.
The person(s) who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring
such Shares for his or her own account, 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 acquiring such Shares shall be bound by the provisions of the following legend (or
a legend in substantially similar form) which shall be endorsed upon the certificate(s) evidencing the 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.”


 


	 	b.	At
    the discretion of the Administrator, the Company shall have received an opinion of its U.S. counsel that the Shares may be
    issued in compliance with the Securities Act without registration thereunder.


 


The
Company may delay issuance of the Shares until completion of any action or obtaining of any consent which the Company deems necessary
under any Applicable Law.


 


20.
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, to the extent required under the applicable Agreement,
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.


 


22.
ADJUSTMENTS.


 


Upon
the occurrence of any of the following events, a Participant’s rights with respect to any outstanding 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 non- cash assets are distributed
with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder
shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise
or purchase price per share, to reflect such events. The number of Shares subject to the limitations 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 or other
internal reorganization of the Company (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 such Options must be exercised (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator,
any such Options being made partially or 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 such Options which have not been exercised shall terminate; or (iii) terminate
such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction
to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A) to the extent
then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for
purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made
pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is
other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the
Board of Directors.


 


With
respect to outstanding Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation
of such Stock Grants on the same terms and conditions 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. In lieu of the foregoing, in connection with any Corporate Transaction,
the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder
of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any
forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights
being waived upon such Corporate Transaction).


 


In
taking any of the actions permitted under this Paragraph 22B, the Administrator shall not be obligated by the Plan to treat all
Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically.


 


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 price paid upon such exercise or acceptance, if any, 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 22, including, but not limited
to the effect of any Corporate Transaction, 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 (i) constitute a “modification”
of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) 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. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion
of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(B)(iv).


 


23.
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.


 


24.
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.


 


25.
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.


 


26.
WITHHOLDING.


 


In
the event that any U.S. federal, other country, state, or local income taxes, employment taxes, Federal Insurance Contributions
Act (“F.I.C.A.”) withholdings or other amounts are required by Applicable Law to be withheld from the Participant’s
salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other
reason required by Applicable Law, 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 set forth under
the definition of Fair Market Value 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.


 




    	 	 	 



     


    




 


27.
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 Shares are sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


28.
TERMINATION OF THE PLAN.


 


The
Plan will terminate on March 5, 2027, the date which is ten years from the earlier of the date of its adoption
by the Board of Directors and the date of 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. Termination of the Plan shall not affect
any Stock Rights theretofore granted.


 


29.
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 or any other tax regulation of any applicable jurisdiction, and to the extent
necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers or other exchange. 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. Other than
as set forth in Paragraph 22 of the Plan, the exercise price of an Option may not be reduced without stockholder 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.


 


30.
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.


 


31.
GOVERNING LAW.


 


This
Plan shall be construed and enforced in accordance with the laws of Nevada.