EXHIBIT 10.30


 


OCATA
THERAPEUTICS, Inc.

2014 STOCK OPTION AND INCENTIVE PLAN


 


SECTION
1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Ocata Therapeutics,
Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and Consultants of Ocata Therapeutics, Inc. (the “Company”) and its Subsidiaries
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire
a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating
their efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as
set forth below:


 


“Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator” means
either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.


 


“Award Certificate” means
a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based Award” means
an Award entitling the recipient to receive a cash-denominated payment.


 


“Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant” means any
natural person that provides bona fide services to the Company, and 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
securities.


 






    	 



    	 



    

 


“Covered Employee” means
an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the
grantee.


 


“Effective Date” means
the date on which the Plan is approved by stockholders as set forth in Section 21.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value” of
the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations.
If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date
for which there are market quotations.


 


“Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the
Code.


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance-Based Award”
means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee
that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations
promulgated thereunder.


 


“Performance Criteria”
means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an
individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by
the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will
be used to establish Performance Goals are limited to the following: total shareholder return, earnings before interest, taxes,
depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes
in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions
or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash
flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins,
operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number
of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee may appropriately adjust any evaluation performance under a Performance Criterion to exclude
any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim
judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting
reporting results, (iv) accruals for reorganizations and restructuring programs, (v) any extraordinary non-recurring items, including
those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion
and analysis of financial condition of operations appearing the Company’s annual report to stockholders for the applicable
year, and (vi) any other extraordinary items adjusted from the Company U.S. GAAP results.


 






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“Performance Cycle” means
one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the
attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the
payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment
of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.


 


“Performance Goals” means,
for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the
Performance Criteria.


 


“Performance Share Award”
means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals.


 


“Restricted Shares” means
the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock Award”
means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Restricted Stock Units”
means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 


“Sale Event” shall mean
(i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and
outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock
or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion
of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in
concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to
such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately
upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.


 






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“Sale Price” means the
value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of
Stock pursuant to a Sale Event.


 


“Section 409A” means
Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means
the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right”
means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of
the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of
Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or
indirectly.


“


Ten Percent Owner” means
an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.


 


SECTION
2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)Administration of Plan. The
Plan shall be administered by the Administrator.


 


(b)Powers of Administrator. The
Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and
authority:


 


(i)to select the individuals to whom Awards
may from time to time be granted;


 


(ii)to determine the time or times of
grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent
Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)to determine the number of shares
of Stock to be covered by any Award;


 


(iv)to determine and modify from time
to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms
and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


 






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(v)to accelerate at any time the exercisability
or vesting of all or any portion of any Award in circumstances involving the grantee’s death, disability, retirement or termination
of employment, or a change in control (including a Sale Event);


 


(vi)subject to the provisions of Section 5(c),
to extend at any time the period in which Stock Options may be exercised; and


 


(vii)at any time to adopt, alter and repeal
such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable;
to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise
supervise the administration of the Plan.


 


All decisions and interpretations of the
Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)Delegation of Authority to Grant
Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the
Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who
are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees.
Any such delegation by the Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted
during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting
criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.


 


(d)Award Certificate. Awards
under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which
may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.


 


(e)Indemnification. Neither the
Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator
(and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’
liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual
and the Company.


 






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(f)Foreign Award Recipients.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company
and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals
outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to
individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such
subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications
shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award
is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no
Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or
any other applicable United States governing statute or law.


 


SECTION
3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)Stock Issuable. The maximum
number of shares of Stock reserved and available for issuance under the Plan shall be 250,000 shares, subject to adjustment as
provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any Awards under the Plan and
under the Company’s 2005 Stock Option Plan, 2004 Stock Option Plan and 2004 Stock Option Plan II that are forfeited, canceled,
held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the
Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added
back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the
open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall
limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however,
that Stock Options or Stock Appreciation Rights with respect to no more than 250,000 shares of Stock may be granted to any one
individual grantee during any one calendar year period, and no more than 5,000,000 shares of the Stock may be issued in the form
of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or
shares of Stock reacquired by the Company.


 


(b)Effect of Awards. Any forfeitures,
cancellations or other terminations (other than by exercise) of such Awards shall be returned to the reserved pool of shares of
Stock under the Plan in the same manner.


 


(c)Changes in Stock. Subject
to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased
or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or 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 Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets
of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor
entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the
form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual
grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares
or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject
to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock
Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied
by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain
exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding
Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in
the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator
in its discretion may make a cash payment in lieu of fractional shares.


 






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(d)Mergers and Other Transactions.
Except as the Administrator may otherwise specify with respect to particular Awards in the relevant Award Certificate, in the case
of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore
granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof,
with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties
shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards,
the Plan and all outstanding Awards hereunder will terminate at the effective time of such Sale Event. Notwithstanding the foregoing,
the Administrator may in its discretion, or to the extent specified in the relevant Award Certificate, cause certain Awards to
become vested and/or exercisable immediately prior to such Sale Event. In the event of such termination, (i) the Company shall
have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options and Stock Appreciation
Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by
the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable after
taking into account any acceleration thereunder at prices not in excess of the Sale Price) and (B) the aggregate exercise price
of all such outstanding Options and Stock Appreciation Rights or (ii) each grantee shall be permitted, within a specified period
of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and
Stock Appreciation Rights (to the extent then exercisable) held by such grantee, including those that will become exercisable upon
the consummation of the Sale Event (provided that such exercise shall be subject to the consummation of the Sale Event). The Company
shall also have the right, but not the obligation, to make or provide a cash payment to the grantees holding other Awards, in exchange
for cancellation thereof an amount equal to the Sale Price multiplied by the number of shares subject to such Awards, to be paid
at the time of the Sale Event or upon the later vesting of such Awards.


 


SECTION
4. ELIGIBILITY


 


Grantees under the Plan will be such full
or part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected
from time to time by the Administrator in its sole discretion.


 






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SECTION
5. STOCK OPTIONS


 


(a)Award of Stock Options. The
Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator
may from time to time approve.


 


Stock Options granted under the Plan may
be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the
Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b)Exercise Price. The exercise
price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator
at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive
Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110
percent of the Fair Market Value on the grant date.


 


(c)Option Term. The term of each
Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the
Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock
Option shall be no more than five years from the date of grant.


 


(d)Exercisability; Rights of a Stockholder.
Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator
at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not
as to unexercised Stock Options.


 


(e)Method of Exercise. Stock
Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the
extent otherwise provided in the Option Award Certificate:


 






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(i)In cash, by certified or bank check
or other instrument acceptable to the Administrator;


 


(ii)Through the delivery (or attestation
to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions
under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


(iii)By the optionee delivering to the
Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to
pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or


 


(iv)With respect to Stock Options that
are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price.


 


Payment instruments will be received subject to collection.
The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant
to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other
requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding
taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using
an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use
of such an automated system.


 


(f)Annual Limit on Incentive Stock
Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options
granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.


 


SECTION
6. STOCK APPRECIATION RIGHTS


 


(a)Award of Stock Appreciation Rights.
The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient
to receive shares of Stock having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise
over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock
Appreciation Right shall have been exercised.


 






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(b)Exercise Price of Stock Appreciation
Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the
Stock on the date of grant.


 


(c)Grant and Exercise of Stock Appreciation
Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to
Section 5 of the Plan.


 


(d)Terms and Conditions of Stock
Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time
to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.


 


SECTION
7. RESTRICTED STOCK AWARDS


 


(a)Nature of Restricted Stock Awards.
The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Shares
subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The
terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may
differ among individual Awards and grantees.


 


(b)Rights as a Stockholder. Upon
the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder
with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect
to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance
period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to
the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied
by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such
Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession
of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required,
as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.


 


(c)Restrictions. Restricted Shares
may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or
in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship)
with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company
be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s
legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease
to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition
of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company
upon request without consideration.


 






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(d)Vesting of Restricted Shares.
The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals,
objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase
or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed
“vested.”


 


SECTION
8. RESTRICTED STOCK UNITS


 


(a)Nature of Restricted Stock Units.
The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may
be settled in shares of Stock upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be
based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.
The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions
may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that
complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled
in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain
such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements
of Section 409A.


 


(b)Election to Receive Restricted
Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a
portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election
shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance
with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that
the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein.
The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose
such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that
are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


 


(c)Rights as a Stockholder. A
grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted
Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units
underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator
may determine.


 






    	11



    	 



    

 


(d)Termination. Except as may
otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after
the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for
any reason.


 


SECTION
9. UNRESTRICTED STOCK AWARDS


 


Grant or Sale of Unrestricted Stock.
The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free
of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


 


SECTION
10. CASH-BASED AWARDS


 


Grant of Cash-Based Awards. The Administrator
may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon
the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award,
the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or
payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award
shall be made in accordance with the terms of the Award and may be made in cash.


 


SECTION
11. PERFORMANCE SHARE AWARDS


 


(a)Nature of Performance Share Awards.
The Administrator may grant Performance Share Awards under the Plan. A Performance Share Award is an Award entitling the grantee
to receive shares of Stock upon the attainment of performance goals. The Administrator shall determine whether and to whom Performance
Share Awards shall be granted, the performance goals, the periods during which performance is to be measured, which may not be
less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine.


 


(b)Rights as a Stockholder. A
grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares of Stock actually received
by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee
shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified
in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).


 






    	12



    	 



    

 


(c)Termination. Except as may
otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after
the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


SECTION
12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES


 


(a)Performance-Based Awards.
The Administrator may grant one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units,
Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator
and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods
determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance
Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business
unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below.


 


(b)Grant of Performance-Based Awards.
With respect to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90
days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance
Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance
below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable,
or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance
Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance
Goals may be applicable to Performance-Based Awards to different Covered Employees.


 


(c)Payment of Performance-Based Awards.
Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to
what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing
the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual
size of each Covered Employee’s Performance-Based Award.


 


(d)Maximum Award Payable. The
maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 250,000 shares of
Stock (subject to adjustment as provided in Section 3(c) hereof) or $2,000,000 in the case of a Performance-Based Award that
is a Cash-Based Award.


 






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SECTION
13. DIVIDEND EQUIVALENT RIGHTS


 


(a)Dividend Equivalent Rights.
The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee
to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent
Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted
hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award
or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate.
Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested
in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market
Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company,
if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment
or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units or Performance Share
Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions
on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions
as such other Award.


 


(b)Termination. Except as may
otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after
the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


SECTION
14. Transferability of Awards


 


(a)Transferability. Except as
provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee,
or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold,
assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of
any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)Administrator Action. Notwithstanding
Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or
by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Options
to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms
and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.


 






    	14



    	 



    

 


(c)Family Member. For purposes
of Section 14(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the
grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in
which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee)
own more than 50 percent of the voting interests.


 


(d)Designation of Beneficiary.
To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any
such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by
the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased
the grantee, the beneficiary shall be the grantee’s estate.


 


SECTION
15. TAX WITHHOLDING


 


(a)Payment by Grantee. Each grantee
shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes
includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory
to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the
Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence
of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied
by the grantee.


 


(b)Payment in Stock. Subject
to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied,
in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount
due. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount.
For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value
of Stock includible in income of the Participants.


 


SECTION
16. Section 409A awards


 


To the extent that any Award is determined
to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”),
the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order
to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after
the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary
to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further,
the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.


 






    	15



    	 



    

 


SECTION
17. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a)Termination of Employment.
If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes
of the Plan.


 


(b)For purposes of the Plan, the following
events shall not be deemed a termination of employment:


 


(i)a transfer to the employment of the
Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or


 


(ii)an approved leave of absence for military
service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed
either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator
otherwise so provides in writing.


 


SECTION
18. AMENDMENTS AND TERMINATION


 


The Board may, at any time, amend or discontinue
the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock
Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and re-grants. To the extent required
under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator
to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of
the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m)
of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.
Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c)
or 3(d).


 


SECTION
19. STATUS OF PLAN


 


With respect to the portion of any Award
that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have
no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other
arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 






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SECTION
20. GENERAL PROVISIONS


 


(a)No Distribution. The Administrator
may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person
is acquiring the shares without a view to distribution thereof.


 


(b)Delivery of Stock Certificates.
Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer
agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s
last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or
a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States
mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded
the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to
the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the
exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator
deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock
are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders
and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction,
securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place
legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided
herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the
Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements.
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to
the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 


(c)Stockholder Rights. Until
Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a stockholder
will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option
or any other action by the grantee with respect to an Award.


 


(d)Other Compensation Arrangements;
No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases.
The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company
or any Subsidiary.


 






    	17



    	 



    

 


(e)Trading Policy Restrictions.
Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures,
as in effect from time to time.


 


(f)Clawback Policy. Awards under
the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION
21. EFFECTIVE DATE OF PLAN


 


This Plan shall become effective upon stockholder
approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock
exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective
Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved
by the Board.


 


SECTION
22. GOVERNING LAW


 


This Plan and all Awards and actions taken
thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.


 


 


DATE APPROVED BY BOARD OF DIRECTORS: September 7, 2014


 


DATE APPROVED BY STOCKHOLDERS: November 12, 2014


 






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NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 





	Name of Optionee:	 	 	 	 
	 	 	 	 	 
	No. of Option Shares:	 	 	 	 
	 	 	 	 	 
	Option Exercise Price per Share:	$		 	 
	 	 	[FMV on Grant Date]	 	 
	 	 	 	 	 
	Grant Date:	 	 	 	 
	 	 	 	 	 
	Expiration Date:	 	 	 	 



 


Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Ocata Therapeutics, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior
to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended.


 


1.Exercisability Schedule. No
portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and
subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
below so long as Optionee remains an employee of the Company or a Subsidiary (as defined in the Plan) on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 






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2.Manner of Exercise.


 


(a)The Optionee may exercise this Stock
Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may
give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)The shares of Stock purchased upon
exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon
compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with
such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s
name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of Stock.


 






    	20



    	 



    

 


(c)The minimum number of shares with respect
to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which
this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.


 


(d)Notwithstanding any other provision
hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.Termination of Employment.
If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)Termination Due to Death. If
the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding
on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative
or legatee for a period of twelve (12) months from the date of death or until the Expiration Date, if earlier. Any portion of this
Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.


 


(b)Termination Due to Disability.
If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator),
any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter
be exercised by the Optionee for a period of twelve (12) months from the date of disability or until the Expiration Date, if earlier.
Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further
force or effect.


 


(c)Termination for Cause. If the
Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately
and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment
agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a
result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of,
indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material
misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s
duties to the Company.


 


(d)Other Termination. If the Optionee’s
employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless
otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent
exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and
be of no further force or effect.


 






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The Administrator’s determination
of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.


 


4.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan,
including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have
the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.Transferability. This Agreement
is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by
the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.Tax Withholding. The Optionee
shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes,
pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax
withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a
number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.


 


7.No Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in
employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.


 


8.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


9.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect
to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form;
and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 






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10.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 





	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	23



    	 



    

 





RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 








	Name of Grantee:	 	 	 	 
	 	 	 	 	 
	No. of Restricted Stock Units:	 	 	 	 
	 	 	 	 	 
	Grant Date:	 	 	 	 



 



Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Ocata Therapeutics, Inc. (the
“Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to
the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the
“Stock”) of the Company.


 


1.Restrictions on Transfer of Award.
This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares
of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed
of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have
been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.Vesting of Restricted Stock Units.
The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the
following schedule so long as the Grantee remains an employee of the Company or a Subsidiary (as defined in the Plan) on such Dates.
If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect
to the number of Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3.Termination of Employment.
If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability)
prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested
as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her
successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted
Stock Units.


 






    	24



    	 



    

 


4.Issuance of Shares of Stock.
As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year
in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall
thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.


 


6.Tax Withholding. The Grantee
shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay
to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required minimum tax
withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a
number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


7.Section 409A of the Code. This
Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the
requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.


 


8.No Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in
employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.


 


9.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions
between the parties concerning such subject matter.


 


10.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to
the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and
(iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 






    	25



    	 



    

 


11.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.







 








	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	26



    	 



    

 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 





	Name of Optionee:	 	 	 	 
	 	 	 	 	 
	No. of Option Shares:	 	 	 	 
	 	 	 	 	 
	Option Exercise Price per Share:	$		 	 
	 	 	[FMV on Grant Date]	 	 
	 	 	 	 	 
	Grant Date:	 	 	 	 
	 	 	 	 	 
	Expiration Date:	 	 	 	 
	 	 	[No more than 10 years]	 	 



 



Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Ocata Therapeutics, Inc. (the
“Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the
Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part
of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at
the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This
Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986,
as amended.


 


1.Exercisability Schedule. No
portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and
subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as the Optionee remains in service as a member of the Board on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 






    	27



    	 



    

 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 


2.Manner of Exercise.


 


(a)The Optionee may exercise this Stock
Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may
give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)The shares of Stock purchased upon
exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon
compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with
such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s
name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of Stock.


 






    	28



    	 



    

 


(c)The minimum number of shares with respect
to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which
this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.


 


(d)Notwithstanding any other provision
hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.Termination as Director. If
the Optionee ceases to be a Director of the Company, the period within which to exercise the Stock Option may be subject to earlier
termination as set forth below.


 


(a)Termination Due to Death. If
the Optionee’s service as a Director terminates by reason of the Optionee’s death, any portion of this Stock Option
outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal
representative or legatee for a period of twelve (12) months from the date of death or until the Expiration Date, if earlier. Any
portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force
or effect.


 


(b)Other Termination. If the Optionee
ceases to be a Director for any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such
date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of six (6) months
from the date the Optionee ceased to be a Director or until the Expiration Date, if earlier. Any portion of this Stock Option that
is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be of no further force or effect.


 


4.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan,
including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have
the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.Transferability. This Agreement
is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by
the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.No Obligation to Continue as a
Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance as a Director.


 






    	29



    	 



    

 


7.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


8.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect
to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form;
and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 






    	30



    	 



    

 


9.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 








	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 



 






    	31



    	 



    

 





INCENTIVE
STOCK OPTION AGREEMENT

UNDER THE OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 





	Name of Optionee:	 	 	 	 
	 	 	 	 	 
	No. of Option Shares:	 	 	 	 
	 	 	 	 	 
	Option Exercise Price per Share:	$		 	 
	 	 	[FMV on Grant Date (110% of FMV if a 10% owner)]	 
	 	 	 	 	 
	Grant Date:	 	 	 	 
	 	 	 	 	 
	Expiration Date:	 	 	 	 
	 	 	[up to 10 years (5 if a 10% owner)]	 	 



 






Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Ocata Therapeutics, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior
to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”),
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth
herein and in the Plan.


 


1.Exercisability Schedule. No
portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and
subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as the Optionee remains an employee of the Company or a Subsidiary (as defined in the Plan) on such dates:


 


	Incremental Number of

Option Shares Exercisable*	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


* Max. of $100,000 per yr.


 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 






    	32



    	 



    

 


2.Manner of Exercise.


 


(a)The Optionee may exercise this Stock
Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may
give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by
the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)The shares of Stock purchased upon
exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon
compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with
such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s
name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of Stock.


 






    	33



    	 



    

 


(c)The minimum number of shares with respect
to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which
this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.


 


(d)Notwithstanding any other provision
hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.Termination of Employment.
If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)Termination Due to Death. If
the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding
on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative
or legatee for a period of twelve (12) months from the date of death or until the Expiration Date, if earlier. Any portion of this
Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.


 


(b)Termination Due to Disability.
If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator),
any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter
be exercised by the Optionee for a period of twelve (12) months from the date of disability or until the Expiration Date, if earlier.
Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further
force or effect.


 


(c)Termination for Cause. If the
Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately
and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment
agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed
as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction
of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material
misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s
duties to the Company.


 


(d)Other Termination. If the Optionee’s
employment terminates for any reason other than the Optionee’s death, the Optionee’s disability, or Cause, and unless
otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent
exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and
be of no further force or effect.


 






    	34



    	 



    

 


The Administrator’s determination
of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.


 


4.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan,
including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have
the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.Transferability. This Agreement
is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by
the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.Status of the Stock Option.
This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as
such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements
necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period
requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such
portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale,
gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares
to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify
the Company within 30 days after such disposition.


 


7.Tax Withholding. The Optionee
shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes,
pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax
withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a
number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.


 


8.No Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in
employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.


 


9.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 






    	35



    	 



    

 


10.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect
to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form;
and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 


11.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 











	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	36



    	 



    

 





RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 











	Name of Grantee:	 	 	 	 
	 	 	 	 	 
	No. of Restricted Stock Units:	 	 	 	 
	 	 	 	 	 
	Grant Date:	 	 	 	 



 


Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Ocata Therapeutics, Inc. (the
“Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to
the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the
“Stock”) of the Company.


 


1.Restrictions on Transfer of Award.
This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares
of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed
of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have
been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.Vesting of Restricted Stock Units.
The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the
following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates
is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted
Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3.Termination of Service. If
the Grantee’s service with the Company and its Subsidiaries (as defined in the Plan) terminates for any reason (including
death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units
that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee
nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests
in such unvested Restricted Stock Units.






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4.Issuance of Shares of Stock.
As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year
in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall
thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.


 


6.Section 409A of the Code. This
Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the
requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.


 


7.No Obligation to Continue as a
Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Director.


 


8.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions
between the parties concerning such subject matter.


 


9.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to
the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and
(iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 






    	38



    	 



    

 


10.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


 














	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	39



    	 



    

 


RESTRICTED
STOCK AWARD AGREEMENT

UNDER THE OCATA THERAPEUTICS, INC.

2014 STOCK OPTION AND INCENTIVE PLAN


 


 











	Name of Grantee:	 	 	 	 
	 	 	 	 	 
	No. of Shares:	 	 	 	 
	 	 	 	 	 
	Grant Date:	 	 	 	 



 


Pursuant to the Ocata Therapeutics, Inc.
2014 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Ocata Therapeutics, Inc. (the
“Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance
of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”)
of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges
the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services
rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.


 


1.Award. The shares of Restricted
Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s
name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights
of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions
specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii)
deliver to the Company a stock power endorsed in blank.


 


2.Restrictions and Conditions.


 


(a)Any book entries for the shares of
Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to
the effect that such shares are subject to restrictions as set forth herein and in the Plan.


 


(b)Shares of Restricted Stock granted
herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


 


(c)If the Grantee’s employment with
the Company and its Subsidiaries (as defined in the Plan) is voluntarily or involuntarily terminated for any reason (including
death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically
be forfeited and returned to the Company.


 


3.Vesting of Restricted Stock.
The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the
following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares
of Restricted Stock specified as vested on such date.


 






    	40



    	 



    

 


	Incremental Number

of Shares Vested	Vesting Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


Subsequent to such Vesting Date or Dates,
the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph 3.


 



4.Dividends. Dividends on shares
of Restricted Stock shall be paid currently to the Grantee.


 


5.Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.


 


6.Transferability. This Agreement
is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution.


 


7.Tax Withholding. The Grantee
shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay
to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below,
the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part,
by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the minimum withholding amount due.


 


8.Election Under Section 83(b).
The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with
the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee
makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or
she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or
she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard
to such election.


 






    	41



    	 



    

 


9.No Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in
employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.


 


10.Integration. This Agreement
constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions
between the parties concerning such subject matter.


 


11.Data Privacy Consent. In order
to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth
and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to
the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and
(iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.
The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in
accordance with applicable law.


 






    	42



    	 



    

 


12.Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 











	 	 	 	OCATA THERAPEUTICS, INC.
	 	 	 	 	 



 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	43