Life
Clips Inc.


 


2016
STOCK AND INCENTIVE PLAN


 


ARTICLE
I


 


PURPOSE


 


The
purpose of the Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the
Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive awards to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. Awards granted
under the Plan may be made in compliance with the requirements of Section 162(m) of the Code to the extent determined by the Committee
in its sole discretion.


 


ARTICLE
II


 


DEFINITIONS


 


For
purposes of the Plan, the following terms shall have the following meanings:


 


2.1
“Acquisition Event” means a merger or consolidation in which the Company is not the surviving entity,
any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by
a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially
all of the Company’s assets. The occurrence of Acquisition Event shall be determined by the Committee in its sole discretion.


 


2.2
“Affiliate” means each of the following: (a) any subsidiary; (b) any parent; (c) any corporation, trade
or business (including, without limitation, a partnership or limited liability company) that is directly or indirectly controlled
50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company; (d)
any corporation, trade or business (including, without limitation, a partnership or limited liability company) that directly or
indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest)
of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and that
is designated as an “Affiliate” by resolution of the Committee.


 


2.3
“Award” means any award under the Plan of any Stock Option, Restricted Stock, Restricted Stock Unit,
Performance Unit, SAR or Cash Award. All Awards shall be subject to the terms of a written or electronic agreement executed by
the Company and the Participant. Any reference herein to an agreement in writing shall be deemed to include an electronic writing
to the extent permitted by applicable law.


 


2.4
“Board” means the Board of Directors of the Company.


 




    	 



     

    

 


2.5
“Cash Award” means an Award denominated in cash.


 


2.6
“Change in Control” means, unless otherwise determined by the Committee in the applicable Award agreement,
the occurrence of any of the following: the consummation of a “change in ownership” of the Company, a “change
in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of
the Company, and in each case, as defined under Code Section 409A.


 


2.7
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code
shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.


 


2.8
“Committee” means a committee or subcommittee of the Board appointed from time to time by the Board,
which committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to be, (i) to the
extent required by Rule 16b-3 promulgated under Section 16(b) of the Exchange Act, a “non-employee director” as defined
in Rule 16b-3; (ii) to the extent required Section 162(m) of the Code, an “outside director” as defined in Section
162(m) of the Code; and (iii) an “independent director” as defined under such other applicable stock exchange rules.
To the extent that no Committee exists that has the authority to administer this Plan, the functions of the Committee shall be
exercised by the Board. Notwithstanding the foregoing, if and to the extent that no Committee exists that has the authority to
administer the Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee
shall be deemed references to the Board.


 


2.9
“Common Stock” means the Common Stock of the Company, par value $0.001 per share.


 


2.10
“Company” means Life Clips Inc., a Wyoming corporation, and its successors by operation of law.


 


2.11
“Consultant” means any person who provides consulting or advisory 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.


 


2.12
“Disability” means the Participant’s permanent and total disability as determined by the Committee.
A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding
the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under
Section 409A(a)(2)(C)(i) or (ii) of the Code.


 


2.13
“Dividend Equivalent” means in the case of a Restricted Stock Unit or Performance Unit, an amount
equal to all dividend and other distributions (or the economic equivalent thereof) that are payable to shareholders of record
during a vesting or performance period as applicable on a like number of shares of Common Stock that are subject to the Award.


 




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2.14
“Effective Date” means the effective date of the Plan as defined in Article XVI.


 


2.15
“Eligible Employee” means each employee of the Company or an Affiliate.


 


2.16
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations
promulgated thereunder. Any references to any section of the Exchange Act shall also be a reference to any successor provision.


 


2.17
“Exercisable Awards” has the meaning set forth in Section 4.2(d).


 


2.18
“Fair Market Value” means, unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, as of any date and except as provided below, the closing price reported for the Common Stock on
the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded;
or (b) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the Financial
Industry Regulatory Authority or if the Common Stock shall not have been reported or quoted on such date, on the first day prior
thereto on which the Common Stock was reported or quoted. If the Common Stock is not traded, listed or otherwise reported or quoted,
then Fair Market Value means the fair market value of the Common Stock as determined by the Committee in good faith in whatever
manner it considers appropriate taking into account the requirements of Section 422 of the Code or Section 409A of the Code, as
applicable.


 


2.19
“Grant Date” means the date an Award is granted to a Participant.


 


2.20
“Incentive Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its
Subsidiaries or its Parent (if any) under the Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.


 


2.21
“Non-Employee Director” means a director of the Company who is not an active employee of the Company
or an Affiliate.


 


2.22
“Nonqualifed Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.


 


2.23
“Option” means a right to purchase a specified number of shares of Common Stock at a specified
Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock Option.


 


2.24
“Participant” means an Eligible Employee, Consultant or Non-Employee Director to whom an Award has been
granted pursuant to the Plan.


 


2.25
“Performance Award” means an Award made pursuant to this Plan to a Participant which is subject
to the attainment of one or more performance goals. A Performance Award may be in the form of Performance Units, Restricted Stock
Awards, Options, SARs or Cash Awards.


 




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2.26
“Performance Unit” means a unit evidencing the right to receive in specific circumstances cash or shares
of Common Stock or equivalent value of Common Stock in cash, the value of which at the time it is settled is determined as a function
of the extent to which established performance criteria have been satisfied. Performance Units may take the form of performance-based
Restricted Stock Units or Cash Awards.


 


2.27
“Performance Period” means each fiscal year of the Company or such period (as specified by the Committee)
over which the performance of any performance criteria attached to an Award is to be measured.


 


2.28
“Plan” means this Life Clips, Inc. 2016 Stock and Incentive Plan, as amended from time to time.


 


2.29
“Restricted Stock” means an Award of shares of Common Stock issued under the Plan that is subject to
restrictions pursuant to Article VII.


 


2.30
“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor
provision.


 


2.31
“Section 4.2 Event” has the meaning set forth in Section 4.2(b).


 


2.32
“Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated
thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.


 


2.33
“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of
the Code and any applicable Treasury regulations thereunder.


 


2.34
“Stock Appreciation Right or “SAR” means the right to receive a payment in cash or Common Stock
equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the right is exercised
over a specified Exercise Price.


 


2.35
“Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of
the Code.


 


ARTICLE
III


 


ADMINISTRATION


 


3.1
The Committee. The Plan shall be administered and interpreted by the Committee.


 


3.2
Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible
Employees, Consultants and Non-Employee Directors: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
(iv) Performance Awards, and (vi) Performance Units. In particular, the Committee shall have the authority:


 




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(a)
to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder;


 


(b)
to determine whether and to what extent Awards are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee
Directors;


 


(c)
to determine, in accordance with the terms of the Plan, the number of shares of Common Stock to be covered by each Award granted
hereunder;


 


(d)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including,
but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration
thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto,
based on such factors, if any, as the Committee shall determine, in its sole discretion);


 


(e)
to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock;


 


(f)
to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;


 


(g)
to determine whether to require an Eligible Employee, Consultant or Non-Employee Director, as a condition of the granting of any
Award, not to sell or otherwise dispose of shares of Common Stock acquired pursuant to an Award for a period of time as determined
by the Committee, in its sole discretion, following the date of the Award;


 


(h)
to set the performance criteria and the Performance Period with respect to any Award for which the grant, vesting or payment of
such Award is conditioned upon the attainment of specified performance criteria and to certify the attainment of any such performance
criteria;


 


(i)
to determine whether, to what extent and under what circumstances grants of Options and other Awards under this Plan are to operate
in conjunction with or apart from other awards made by the Company outside of this Plan;


 


(j)
to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award
under this Plan shall be deferred either automatically or at the election of the Participant in any case, in a manner intended
to comply with Section 409A of the Code; and


 


(k)
generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best
interests of the Company that are not in conflict with the provisions of the Plan.


 




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3.3
Guidelines. Subject to Article III, the Committee shall, in its sole discretion, have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation
of its administrative responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it
shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award granted
under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee
may, in its sole discretion, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement
relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. To
the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3 and shall be limited, construed
and interpreted in a manner so as to comply therewith.


 


3.4
Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction
of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within
the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company
and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.


 


ARTICLE
IV


 


SHARE
LIMITATIONS


4.1
Shares Available for Awards.


 


(a)
Subject to the provisions of Plan, there shall be available for Awards under this Plan granted wholly or partly in Common Stock
(including rights or Options that may be exercised for or settled in Common Stock) an aggregate of (i) 20,000,000 shares of Common
Stock, (the “Maximum Share Limit”). Such shares shall be reserved from authorized but unissued shares, treasury shares
and from shares which have been reacquired by the Company. The Board and the appropriate officers of the Company shall from time
to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.


 


(b)
If an Award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated,
cancelled or forfeited Award shall again be available for Awards under this Plan. In the case of an Award that is an Option or
SAR that expires, terminates, is cancelled or is forfeited, the Maximum Share Limit shall each be increased by one share of Common
Stock for each such Option or SAR. In the case of an Award other than an Option or SAR that expires, terminates, is cancelled
or is forfeited, the Maximum Share Limit increased by two shares of Common Stock for each such Award other than an Option or SAR.
Notwithstanding the foregoing, the Committee shall adopt such share counting rules as are required for Incentive Stock Options
to comply with the requirements set forth in Code Section 422.


 




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4.2
Changes.


 


(a)
The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of
the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate,
(vi) any Section 4.2 Event or (vii) any other corporate act or proceeding.


 


(b)
Subject to the provisions of Section 4.2(d), in the event of any change in the capital structure or business of the Company
by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization,
merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any
Common Stock or securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or
business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt
of consideration by the Company (a “Section 4.2 Event”) then the Committee shall make such adjustments
consistent with such change in such manner as the Committee deems equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, Participants under this Plan, to (i) the aggregate number and kind of shares that thereafter
may be issued under the Plan, (ii) the number and kind of shares or other property (including cash) to be issued upon exercise
of an outstanding Award or under other Awards granted under the Plan and (iii) the purchase price thereof. Any such adjustment
determined by the Committee in good faith shall be final, binding and conclusive on the Company and all Participants and their
respective heirs, executors, administrators, successors and assigns. In connection with any Section 4.2 Event, the Committee may
provide, in its sole discretion, for the cancellation of any outstanding Awards and payment in cash or other property in exchange
therefor. Except as provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no rights
by reason of any issuance by the Company of any class of securities convertible into stock of any class, any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend, any other increase or decrease in the number of shares of
stock of any class, any sale or transfer of all or part of the Company’s assets or business or any other change affecting
the Company’s capital structure or business.


 


(c)
Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be eliminated
at the time of such adjustment by rounding-down for any fractional shares. No fractional shares of Common Stock shall be issued
under the Plan. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and
such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.


 




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(d)
In the event of an Acquisition Event, the Committee may, in its sole discretion, terminate all outstanding and unexercised Stock
Options or Awards that provides for a Participant elected exercise (“Exercisable Awards”), effective
as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the
date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination
is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise his or her Exercisable
Awards that are then outstanding to the extent vested as of the date on which such notice of termination is delivered (or, at
the discretion of the Committee, without regard to any limitations on exercisability otherwise contained in the Award agreements),
but any such exercise shall be contingent upon and subject to the occurrence of the Acquisition Event, and, provided that, if
the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice
and exercise pursuant thereto shall be null and void. If the Acquisition Event does take place after giving such notice, any Exercisable
Award not exercised prior to the date of the consummation of such Acquisition Event shall be forfeited simultaneous with the consummation
of the Acquisition Event. For the avoidance of doubt, in the event of an Acquisition Event, the Committee may, in its sole discretion,
terminate any Exercisable Award for which the exercise price is equal to or exceeds the Fair Market Value without payment of consideration
therefor.


 


If
an Acquisition Event occurs but the Committee does not terminate the outstanding Exercisable Awards pursuant to this Section
4.2(d), then the applicable provisions of Section 4.2(b) and Article XII shall apply.


 


ARTICLE
V


 


STOCK
OPTIONS


 


5.1
Stock Options: General. An Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist
of either an Incentive Stock Option or a Nonqualified Stock Option. The price at which shares of Common Stock may be purchased
upon the exercise of an Option shall be not less than the Fair Market Value of the Common Stock on the Grant Date. The term of
an Option shall not exceed 10 years from the Grant Date. Subject to the foregoing provisions, the terms, conditions and limitations
applicable to any Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes
vested and exercisable, shall be determined by the Committee and subject to the applicable requirements described in Section 5
hereof.


 


5.2
Option Exercise. The Exercise Price shall be paid in full at the time of exercise in cash or, if permitted by the
Committee and elected by the Participant, the Participant may pay the exercise price by means of the Company withholding shares
of Common Stock otherwise deliverable on exercise of the Award or tendering Common Stock valued at Fair Market Value on the date
of exercise, or any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for Participants
to tender Common Stock. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the
proceeds to be received from the sale of Common Stock issuable pursuant to an Award (including cashless exercise procedures approved
by the Committee involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures
regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions
of this Section.


 




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ARTICLE
VI


 


STOCK
APPRECIATION RIGHTS


 


6.1
Stock Appreciation Rights. An Award may be in the form of an SAR. The Exercise Price for an SAR shall not be less
than the Fair Market Value of the Common Stock on the Grant Date. The exercise period for an SAR shall extend no more than 10
years after the Grant Date. Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR,
including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall
be determined by the Committee; provided, however, that a SAR that may be settled all or in part in shares of Common Stock
shall be subject to the applicable requirements described herein.


 


ARTICLE
VII


 


RESTRICTED
STOCK


 


7.1
Awards of Restricted Stock. An Award may be in the form of a Restricted Stock Award. The terms, conditions and limitations
applicable to any Restricted Stock Award, including, but not limited to, vesting or other restrictions, shall be determined by
the Committee and subject to applicable requirements described herein.


 


ARTICLE
VIII


 


RESTRICTED
STOCK UNIT AWARDS


 


8.1
Awards of Restricted Stock Units. An Award may be in the form of a Restricted Stock Unit Award. The terms, conditions
and limitations applicable to a Restricted Stock Unit Award, including, but not limited to, the Restriction Period and the right
to Dividend Equivalents, if any, shall be determined by the Committee. Subject to the terms of this Plan, the Committee, in its
sole discretion, may settle Restricted Stock Units in the form of cash or in shares of Common Stock (or in a combination thereof)
equal to the value of the vested Restricted Stock Units; provided, however, that a Restricted Stock Unit Award that may
be settled all or in part in shares of Common Stock shall be subject to the applicable requirements described herein.


 




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ARTICLE
IX


 


PERFORMANCE
UNIT AWARDS


 


Section
9.1 Performance Unit Awards. An Award may be in the form of a Performance Unit Award. Each Performance Unit shall
have an initial value that is established by the Committee on the Grant Date. Subject to the terms of this Plan, after the applicable
performance period has ended, the Participant shall be entitled to receive settlement of the value and number of Performance Units
earned by the Participant over the performance period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved. The timing and the terms of settlement of earned Performance Units shall be as determined
by the Committee and as evidenced in an Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion,
may settle earned Performance Units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the
value of the earned Performance Units as soon as practicable after the end of the performance period and following the Committee’s
determination of actual performance against the performance measures and related goals established by the Committee; provided,
however, that a Performance Unit Award that may be settled all or in part in shares of Common Stock shall be subject to the
applicable requirements described herein.


 


ARTICLE
X


 


CASH


 


Section
10.1 Cash Awards. An award may be in the form of a Cash Award. The terms and limitations applicable to a Cash Award
including but not limited to vesting or other restrictions shall be determined by the Committee.


 


ARTICLE
XI


 


PERFORMANCE
AWARDS


 


Without
limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the form of
a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be determined
by the Committee.


 


11.1
Nonqualified Performance Awards. Performance Awards granted to Participants are not intended to qualify as qualified
performance-based compensation under Code Section 162(m), and shall be based on the achievement of performance goals subject to
such terms, conditions and restrictions as the Committee or its delegate shall determine.


 




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ARTICLE
XII


 


CHANGE
IN CONTROL PROVISIONS


 


Except
as otherwise provided by the Committee in an Award agreement, in the event of a Change in Control of the Company after the Effective
Date, the Committee may, but shall not be obligated to:


 


(a)
accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award;


 


(b)
provide for the cancellation of any Award (including a Stock Option, Stock Appreciation Award or other Award so long as the award
is based on the appreciation in value of a share of Common Stock in excess of an amount equal to at least the Fair Market Value
of the Common Stock on the date such Award is granted) without payment if the Change in Control Price is less than the exercise
price of such Awards;


 


(c)
provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess of the Change
in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of
such Awards. For purposes of this Article XII, “Change in Control Price” shall mean the highest
price per share of Common Stock paid in any transaction related to a Change in Control of the Company; provided, however, that
such price shall not exceed the fair market value of the Common Stock at the time of purchase as determined in accordance Section
409A of the Code; or


 


(d)
provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected
Awards previously granted hereunder as determined by the Committee in its sole discretion. Notwithstanding anything to the contrary
herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of
Treasury Regulation § 1.424-1 (and any amendments thereto).


 


ARTICLE
XIII


 


TERMINATION
OR AMENDMENT OF PLAN


 


Notwithstanding
any other provision of the Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part,
any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with
any regulatory requirement referred to in Article XIII or Section 409A of the Code as described below), or suspend or terminate
it entirely, retroactively or otherwise; provided, however, that if the Committee, in its sole discretion, determines that the
rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may be adversely impaired,
the consent of such Participant shall be required; and provided further, without the approval of the stockholders of the Company
entitled to vote in accordance with applicable law, no amendment may be made that would:


 




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(a)
increase the aggregate number of shares of Common Stock that may be issued under the Plan (other than due to an adjustment under
Section 4.2);


 


(b)
change the classification of individuals eligible to receive Awards under the Plan;


 


(c)
other than adjustments or substitutions in accordance with Section 4.2, amend the terms of outstanding Awards to reduce
the exercise price of outstanding Stock Options or Stock Appreciation Rights or to cancel outstanding Stock Options or Stock Appreciation
Rights (where prior to the reduction or cancellation the exercise price equals or exceeds the fair market value of the shares
of Common Stock underlying such Awards) in exchange for cash, other Awards or Stock Options or Stock Appreciation Rights with
an exercise price that is less than the exercise price of the original Stock Options or Stock Appreciation Rights;


 


(d)
extend the maximum Stock Option period under beyond 10 years;


 


(e)
award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with
a higher exercise price; or


 


(f)
require stockholder approval in order for the Plan to continue to comply with the applicable provisions of Section 422 of the
Code to the extent applicable to Incentive Stock Options or the rules of any exchange or system on which the Company’s securities
are listed or traded at the request of the Company.


 


The
Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article VIII
or as otherwise specifically provided herein, no such amendment or other action by the Committee shall adversely impair the
rights of any holder without the holder’s consent. Notwithstanding anything herein to the contrary, the Board or the Committee
may amend the Plan or any Award granted hereunder at any time without a Participant’s consent to comply with Section 409A
of the Code or any other applicable law. Nothing in the Plan is intended to provide a guarantee of particular tax treatment to
any Participant.


 


ARTICLE
XIV


 


UNFUNDED
PLAN


 


The
Plan is an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant
has a fixed and vested interest but that are not yet made to a Participant by the Company, nothing contained herein shall give
any such Participant any rights that are greater than those of a general unsecured creditor of the Company.


 




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ARTICLE
XV


 


GENERAL
PROVISIONS


 


15.1
Legend. The Committee may require each person receiving shares of Common Stock pursuant to an Award granted under
the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to
distribution thereof and such other securities law related representations as the Committee shall request. In addition to any
legend required by the Plan, the certificates and/or book entry accounts for such shares may include any legend that the Committee,
in its sole discretion, deems appropriate to reflect any restrictions on Transfer.


 


15.2
No Right to Employment/Directorship. Neither the Plan nor the grant of any Award hereunder shall give any Participant
or other employee, consultant or Non-Employee Director any right with respect to continuance of employment or directorship by
the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which
an employee is employed or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at
any time.


 


15.3
Withholding of Taxes. Except as otherwise prohibited by law, the Company shall have the right to deduct from any
payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock
or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld.
Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b)
of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation
with regard to any Eligible Employee may be satisfied, subject to the advance consent of the Committee, by reducing the number
of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share
of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash
by the Participant.


 


15.4
Governing Law. The Plan and the actions taken in connection herewith shall be governed by and construed in accordance
with the internal laws of the State of Wyoming, without giving effect to its principles of conflict of laws.


 


15.5
Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though
they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.


 


15.6
Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is related to the level of compensation.


 




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15.7
Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing
Common Stock pursuant to any Award granted hereunder.


 


15.8
Section 16(b) of the Exchange Act. On and after the date the Company becomes subject to Section 16 of the Exchange
Act, all elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common
Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. Similarly, on or after the date the Company
becomes subject to Section 16 of the Exchange Act, the Committee may, in its sole discretion, establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the
administration and operation of the Plan and the transaction of business thereunder.


 


15.9
Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions
had not been included.


 


15.10
Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction of the Plan.


 


15.11
Successors and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including,
without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.


 


15.12
No Rights as Stockholder. Except as otherwise provided herein or pursuant to an Award Agreement, no Participant
or Permissible Transferee shall have any rights as a stockholder of the Company with respect to any Award until such individual
becomes the holder of record of the shares of Common Stock underlying the Award.


 


15.13
Section 409A of the Code. Although the Company does not guarantee the particular tax treatment of an Award granted
under this Plan, Awards made under this Plan are intended to comply with, or be exempt from, the applicable requirements of Section
409A of the Code and this Plan and any Award agreement hereunder shall be limited, construed and interpreted in accordance with
such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties
that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the
Code.


 




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ARTICLE
XVI


 


EFFECTIVE
DATE OF PLAN


 


This
Plan shall become effective upon the date specified by the Board in its resolution adopting the Plan, subject to the approval
of the Plan by the stockholders of the Company in accordance with the requirements of the laws of the State of Wyoming.


 


ARTICLE
XVII


 


TERM
OF PLAN


 


This
Plan shall be effective as of the Effective Date. This Plan shall continue in effect for a term of 10 years commencing on the
Effective Date unless earlier terminated by action of the Board.


 




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