Exhibit 10.4 - Form of Stock Option Award Agreement
under the 2014 Stock Option Plan


 


GREENWOOD HALL, INC.


NOTICE OF GRANT OF STOCK OPTION


 


Greenwood Hall, Inc. (the “Company”)
has granted to the Participant an option (the “Option”) to purchase certain shares of Stock (the “Option
Shares”) pursuant to the Greenwood Hall, Inc. 2014 Stock Plan (the “Plan”), as follows:


 


	Participant:	 	___________	Award No.:	___________
	 	 	 	 	 
	Date of Grant:	 	___________
	 	 	 
	Number of Option Shares:	 	___________, subject to adjustment as provided by the Option Agreement.
	 	 	 
	Exercise Price per Share:	 	$__________
	 	 	 
	Vesting Start Date:	 	___________
	 	 	 
	Option Expiration Date:	 	The tenth anniversary of the Date of Grant
	 	 	 
	Tax Status of Option:	 	___________ Stock Option. (Enter “Incentive” or “Nonstatutory.” If blank, this Option will be a Nonstatutory Stock Option.)
	 	 	 
	Vested Shares:	 	Except as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date, as follows:


 


	 	 	Vested Ratio
	 	Prior to first anniversary of Vesting Start Date 	0
	 	On first anniversary of Vesting Start Date (the “Initial Vesting Date”)	1/4
	 	Plus	 
	 	For each additional [one year] of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional 	[1/4]


 


	Accelerated Vesting:	
        [Notwithstanding any other provision contained
        in this Notice of Grant or the Option Agreement, the total Number of Option Shares shall become Vested Shares immediately prior
        to, but conditioned upon, the consummation of a Change in Control, provided that the Participant’s Service has not terminated
        prior to the date of the Change in Control.]

         

        [Notwithstanding any other provision contained
        in this Notice of Grant or the Option Agreement, the Total Number of Option Shares shall become Vested Shares upon the termination
        of Participant’s Service without Cause [(as defined in the Superseding Agreement)] by the Participating Company Group (or
        its successor) [or by the Participant for Good Reason (as defined in the Superseding Agreement)] within [ten] days prior to, or
        during the [one-year] period from and after, the date a Change in Control is consummated.]



 




    	 



    	 



    

  


	Suspension of Vesting:	During any authorized leave of absence, the vesting of the Option as provided by this Notice of Grant shall be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Participant’s termination of the leave of absence and return to Service. The period of Service required for each subsequent Vested Share installment determined in accordance with the vesting schedule above shall be extended by the length of the suspension. Any extension of the vesting schedule shall not defer the Option Expiration Date.
	 	 
	Superseding Agreement:	[Employment Agreement, dated                , between the Company and the Participant.]


 


By their signatures below or by electronic
acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Option is governed
by this Notice of Grant and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document,
and by the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Option Agreement and the prospectus
for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment
to the Participant’s copy of this Notice of Grant. The Participant represents that the Participant has read and is familiar
with the provisions of the Option Agreement and the Plan, and hereby accepts the Option subject to all of their terms and conditions.


 





	GREENWOOD HALL, INC.	 	PARTICIPANT
	 	 	 
	By: 	 	 	 
	[Name]	 	Signature
	[Title]	 	 
	 	 	Date
	Address:      1936 East Deere Ave., Suite 120	 	 
	                    Santa Ana, California 92705	 	Address
	 	 	 




 


		ATTACHMENTS:	2014 Stock Plan, as amended to the Date of Grant; Stock Option Agreement; Exercise Notice; and
Plan Prospectus



 




    	2



    	 



    

 


Exhibit 10.4 - Form of Stock Option Award Agreement
under the 2014 Stock Option Plan


 


GREENWOOD HALL, INC.


STOCK OPTION AGREEMENT


 


Greenwood Hall, Inc. (the
“Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Notice
of Grant”) to which this Stock Option Agreement (the “Option Agreement”) is attached an
option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in
the Notice of Grant and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to
the terms and conditions of the Greenwood Hall, Inc. 2014 Stock Plan (the “Plan”), as amended to the
Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice of Grant, the Participant: (a) acknowledges
receipt of, and represents that the Participant has read and is familiar with, the Notice of Grant, this Option Agreement, the
Plan and a prospectus for the Plan prepared in connection with the registration with the
Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),
(b) accepts the Option subject to all of the terms and conditions of the Notice of Grant, this Option Agreement and the Plan
and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Notice of Grant, this Option Agreement or the Plan.


 


		1.	Definitions
                                         and Construction.



 


1.1           Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice of Grant or the
Plan.


 


1.2           Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


		2.	Tax
                                         Consequences.



 


2.1           Tax
Status of Option. This Option is intended to have the tax status designated in the Notice of Grant.


 


(a)          Incentive
Stock Option. If the Notice of Grant so designates, this Option is intended to be an Incentive Stock Option within the
meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The
Participant should consult with the Participant’s own tax
advisor regarding the tax effects of this 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. (NOTE TO PARTICIPANT: If the Option is
exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or
permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock
Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)


 




    	3



    	 



    

  


(b)          Nonstatutory
Stock Option. If the Notice of Grant so designates, this Option is intended to be a Nonstatutory Stock Option and shall
not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2           ISO
Fair Market Value Limitation. If the Notice of Grant designates this Option as an Incentive Stock Option, then to the
extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the
Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having
a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount
will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options
are taken into account in the order in which they were granted, and the Fair Market Value of Stock is determined as of the time
the option with respect to such Stock is granted. If the Code is amended to provide for a different limitation from that set forth
in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted
by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option
in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option
the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive
Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise
of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the
Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant
to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the
Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


		3.	Administration.



 


All questions of interpretation
concerning the Notice of Grant, this Option Agreement, the Plan or any other form of agreement or other document employed by the
Company in the administration of the Plan or the Option shall be determined by the Committee. All such determinations by the Committee
shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith.
Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to
the Plan or the Option or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding
sentence) shall be final, binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the
authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right,
obligation, or election.


 




    	4



    	 



    

  


		4.	Exercise
                                         of the Option.



 


4.1           Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date
and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares
less the number of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more
shares than the Number of Option Shares, as adjusted pursuant to Section 9.


 


4.2           Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant
in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including
a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide
an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall
be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state
the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised
and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may
be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company
prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the
Company of such electronic or written Exercise Notice and the aggregate Exercise Price.


 





		4.3	Payment of Exercise Price.





 


(a)          Forms
of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number
of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if
permitted by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise,
(2) a Net-Exercise, or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b)          Limitations
on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute
discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price
through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures
may be available to others.


 


(i)          Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together
with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the
proceeds of a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than
the aggregate Exercise Price for such shares (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System).


 




    	5



    	 



    

  


(ii)         Net-Exercise.
A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant
to which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option
by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance
of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise,
the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares
issued to the Participant upon such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate
Exercise Price.


 


(iii)        Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice
accompanied by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to
the Company of whole shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining
balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not
be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s Stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required
by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly,
from the Company.


 





		4.4	Tax Withholding.





 


(a)          In
General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating
Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise
agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating
Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock
until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.


 


(b)          Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock
otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by
the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable
minimum statutory withholding rates.


 




    	6



    	 



    

  


4.5           Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion,
to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the
Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by
the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the
Participant, or, if applicable, in the names of the heirs of the Participant.


 


4.6           Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise
of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to
such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange
or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable
upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company
to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.


 


4.7           Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


		5.	Nontransferability
                                         of the Option.



 


During the lifetime of the
Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative.
The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be
exercised by the Participant’s legal representative or by
any person empowered to do so under the deceased Participant’s
will or under the then applicable laws of descent and distribution.


 




    	7



    	 



    

  


		6.	Termination
                                         of the Option.



 


The Option shall terminate
and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the
close of business on the last date for exercising the Option following termination of the Participant’s
Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.


 


		7.	Effect
                                         of Termination of Service.



 


7.1           Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that
it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested
only during the applicable time period as determined below and thereafter shall terminate.


 


(a)          Disability.
If the Participant’s Service terminates because of the Disability
of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s
Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. Notwithstanding the foregoing, if the Participant’s
Service terminates because of the Disability of the Participant after the Participant achieves Retirement Eligibility, the Option,
to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s
Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the Option Expiration Date.


 


(b)          Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but
in any event no later than the Option Expiration Date. Notwithstanding the foregoing, (i) if the Participant dies during the
three-month period provided by Section 7.1(e) or during the twelve-month period provided by Section 7.1(b), the Option,
to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may
be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason
of the Participant’s death at any time prior to the expiration of twelve (12) months after the date of the Participant’s
death, but in any event no later than the Option Expiration Date; or (ii) if the Participant’s
Service terminates because of the death of the Participant after the Participant achieves Retirement Eligibility, the Option, to
the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s
Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to
exercise the Option by reason of the Participant’s death at any time prior to the Option Expiration Date.


 


(c)          Termination
for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s Service
is terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option
otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate
in its entirety and cease to be exercisable immediately upon such termination of Service or act.


 




    	8



    	 



    

  


(d)          Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause,
the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s
Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date
on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


7.2           Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service
for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions
of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise
first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1,
but in any event no later than the Option Expiration Date.


 


		8.	Effect
                                         of Change in Control.



 


In the event of a Change
in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of
the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations
under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for
the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following
the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option
Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective
date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common
stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the
exercise of the Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal
in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option
shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that
the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time
of the Change in Control.


 




    	9



    	 



    

  


		9.	Adjustments
                                         for Changes in Capital Structure.



 


Subject to any required action
by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event
of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment
of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that
has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the
number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s
rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated
as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant
to this Section shall be rounded down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole
cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the Stock subject to the
Option. The Committee in its sole discretion, may also make such adjustments in the terms of the Option to reflect, or related
to, such changes in the capital structure of the Company or distributions as it deems appropriate. All adjustments pursuant to
this Section shall be determined by the Committee, and its determination shall be final, binding and conclusive.


 


		10.	Rights
                                         as a Stockholder, Director, Employee or Consultant.



 


The Participant shall have
no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which
the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior
to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands
and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company
and the Participant, the Participant’s employment is “at
will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue
in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate
the Participant’s Service as a Director, an Employee or Consultant,
as the case may be, at any time.


 


		11.	Notice
                                         of Sales Upon Disqualifying Disposition.



 


The Participant shall dispose
of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if
the Notice of Grant designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief
Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1)
year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b)
provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of
such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company,
the Participant shall hold all shares acquired pursuant to the Option in the Participant’s
name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year
period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place
a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s
Stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer
shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 




    	10



    	 



    

  


		12.	Legends.



 


The Company may at any time
place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of Stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant
in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates
may include, but shall not be limited to, the following:


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED
TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED
HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL
NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE
REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE)
PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.


 


		13.	Miscellaneous
                                         Provisions.



 


13.1         Termination
or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided
in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect
on the Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be
effective unless in writing.


 




    	11



    	 



    

  


13.2         Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Option Agreement.


 


13.3         Binding
Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s
heirs, executors, administrators, successors and assigns.


 


13.4         Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for
the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Notice of Grant or at such other address as such party may designate in writing
from time to time to the other party.


 


(a)          Description
of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Notice of Grant,
this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Notice of Grant and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include
the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery
of the document via e-mail or such other means of electronic delivery specified by the Company.


 


(b)          Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.4(a) of this Option
Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Notice
of Grant and Exercise Notice, as described in Section 13.4(a). The Participant acknowledges that he or she may receive from
the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone
or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if
the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide
the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery
of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.4(a)
or may change the electronic mail address to which such documents are to be delivered (if the Participant has provided an electronic
mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service
or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents
described in Section 13.4(a).


 




    	12



    	 



    

  


13.5         Integrated
Agreement. The Notice of Grant, this Option Agreement and the Plan, together with the Superseding Agreement, if any, shall
constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject
matter contained herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among
the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the
provisions of the Notice of Grant, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain
in full force and effect.


 


13.6         Applicable
Law. This Option Agreement shall be governed by the laws of the State of Nevada as such laws are applied to agreements between
Nevada residents entered into and to be performed entirely within the State of Nevada.


 


13.7         Counterparts.
The Notice of Grant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 




    	13