Amended
2009 Stock Option Plan


of


Iris
BioTechnologies Inc.


1.  PURPOSES OF THE PLAN


The
purposes of the 2009 Stock Option Plan (the “Plan”) of
Iris BioTechnologies Inc., a California corporation (the “Company”), are to:


(a) Encourage
selected employees, directors and consultants to improve operations and increase profits of the Company;


(b) Encourage
selected employees, directors and consultants to accept or continue employment or association with the Company or its
Affiliates; and


(c) Increase
the interest of selected employees, directors and consultants in the Company’s welfare through participation in the
growth in value of the common stock of the Company (the “Common Stock”).


Options
granted under this Plan (“Options”) may be “incentive stock options” (“ISOs”)
intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),
or “nonqualified options” (“NQOs”).


2. 
ELIGIBLE PERSONS


Every
person who at the date of grant of an Option is an employee of the Company or of any Affiliate (as defined below) of the Company
is eligible to receive NQOs or ISOs under this Plan. Every person who at the date of grant is a consultant to, or nonemployee
director of, the Company or any Affiliate (as defined below) of the Company is eligible to receive NQOs under this Plan. The term
“Affiliate” as used in the Plan means a parent or subsidiary corporation as defined in the applicable
provisions (currently Sections 424(e) and (f), respectively) of the Code. The term “employee” includes
an officer or director who is an employee of the Company. The term “consultant” includes persons employed
by, or otherwise affiliated with, a consultant.


3. 
STOCK SUBJECT TO THIS PLAN


Subject
to the provisions of Section 6.1.1 of the Plan, the total number of shares of stock which may be issued under options granted
pursuant to this Plan and the total number of shares provided for issuance under this Plan shall be 2,184,108 shares of Common
Stock and shall at no time exceed the applicable percentage as calculated in accordance with Section 260.140.45 of Chapter 3 of
Title 10 of the California Code of Regulations. The shares covered by the portion of any grant under the Plan, which expires unexercised
shall become available again for grants under the Plan.





4. 
ADMINISTRATION


4.1 General.
This Plan shall be administered by the Board of Directors of the Company (the “Board”) or, either
in its entirety or only insofar as required pursuant to Section 4(b) hereof, by a committee (the
“Committee”) of at least two Board members to which administration of the Plan, or of part of the
Plan, is delegated (in either case, the “Administrator”).


4.2 Public
Company. From and after such time as the Company registers a class of equity securities under Section 12 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is intended that this Plan
shall be administered in accordance with the disinterested administration requirements of Rule 16b-3 promulgated by the
Securities and Exchange Commission (“Rule 16b-3”), or any successor rule thereto.


4.3 Authority
of Administrator. Subject to the other provisions of this Plan, the Administrator shall have the authority, in its
discretion: (i) to grant Options; (ii) to determine the fair market value of the Common Stock subject to Options; (iii)
to determine the exercise price of Options granted; (iv) to determine the persons (each an
“Optionee”) to whom, and the time or times at which, Options shall be granted, and the number of
shares subject to each Option; (v) to interpret this Plan; (vi) to prescribe, amend, and rescind rules and regulations
relating to this Plan; (vii) to determine the terms and provisions of each Option granted (which need not be identical),
including but not limited to, the time or times at which Options shall be exercisable; (viii) with the consent of the
Optionee, to modify or amend any Option; (ix) to defer (with the consent of the Optionee) the exercise date of any Option;
(x) to authorize any person to execute on behalf of the Company any instrument evidencing the grant of an Option; and
(xi) to make all other determinations deemed necessary or advisable for the administration of this Plan. The Administrator
may delegate nondiscretionary administrative duties to such employees of the Company as it deems proper.


4.4 Interpretation
by Administrator. All questions of interpretation, implementation, and application of this Plan shall be determined
by the Administrator. Such determinations shall be final and binding on all persons.


4.5 Rule
16b-3.  With respect to persons subject to Section 16 of the Exchange Act, if any, transactions under this
Plan are intended to comply with the applicable conditions of Rule 16b-3, or any successor rule thereto. To the extent any
provision of this Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Administrator. Notwithstanding the above, it shall be the responsibility
of such persons, not of the Company or the Administrator, to comply with the requirements of Section 16 of the Exchange
Act; and neither the Company nor the Administrator shall be liable if this Plan or any transaction under this Plan fails to
comply with the applicable conditions of Rule 16b-3 or any successor rule thereto, or if any such person incurs any liability
under Section 16 of the Exchange Act.





5. 
GRANTING OF OPTIONS; OPTION AGREEMENT


5.1 Termination
of Plan. No options shall be granted under this Plan after ten years from the date of adoption of this Plan by the
Board.


5.2 Stock
Option Agreement. Each Option shall be evidenced by a written stock option agreement (the “Option
Agreement”), in form satisfactory to the Company, executed by the Company and the person to whom such Option is
granted; provided, however, that the failure by the Company, the Optionee, or both, to execute the Option Agreement shall not
invalidate the granting of an Option, although the exercise of each option shall be subject to Section 6.1.3.


5.3 Type
of Option. The Option Agreement shall specify whether each Option it evidences is an NQO or an ISO. 


5.4 Early
Approval of Grants. Subject to Section 6.3.3 with respect to ISOs, the Administrator may approve the grant of
Options under this Plan to persons who are expected to become employees, directors or consultants of the Company, but are not
employees, directors or consultants at the date of approval.


6. 
TERMS AND CONDITIONS OF OPTIONS


Each
Option granted under this Plan shall be subject to the terms and conditions set forth in Section 6.1. NQOs shall be also subject
to the terms and conditions set forth in Section 6.2, but not those set forth in Section 6.3. ISOs shall also be subject
to the terms and conditions set forth in Section 6.3, but not those set forth in Section 6.2.


6.1 Terms
and Conditions to Which All Options Are Subject. Options granted under this Plan shall be subject to the following
terms and conditions:


6.1.1 Changes
in Capital Structure. Subject to Section 6.1.2, if the stock of the Company is changed by reason of a stock split,
reverse stock split, stock dividend, or recapitalization, combination or reclassification, appropriate adjustments shall be
made by the Board in (a) the number and class of shares of stock subject to this Plan and each Option outstanding under this
Plan, and (b) the exercise price of each outstanding Option; provided, however, that the Company shall not be required
to issue fractional shares as a result of any such adjustments. Each such adjustment shall be subject to approval by the
Board in its absolute discretion.


6.1.2 Corporate
Transactions.


(a) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee at least 30 days prior to such proposed action. To the extent not previously exercised, all Options will
terminate immediately prior to the consummation of such proposed action.


(b) Merger
or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company:


(i) Options.
Each Option shall be assumed or an equivalent option substituted by the successor corporation (including as a
“successor” any purchaser of substantially all of the assets of the Company) or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the
Optionee shall have the right to exercise the Option as to all of the shares of Common Stock covered by the Option, including
Shares as to which it would not otherwise be exercisable. If an Option is exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option shall be fully
exercisable for a period of 15 days from the date of such notice, and the Option shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of
assets, the option confers the right to purchase or receive, for each share of Common Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the
outstanding shares); provided, however, that if such consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its parent entity, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Common Stock
subject to the Option, to be solely common stock of the successor corporation or its parent entity equal in fair market value
to the per share consideration received by holders of Common Stock in the merger or sale of assets.


6.1.3 Time
of Option Exercise. Subject to Section 5 and Section 6.3.4, Options granted under this Plan shall be exercisable (a)
immediately as of the effective date of the Option Agreement granting the Option, or (b) in accordance with a schedule
related to the date of the grant of the Option, the date of first employment, or such other date as may be set by the
Administrator (in any case, the “Vesting Base Date”) and specified in the Option Agreement relating
to such Option; provided, however, that with respect to Options granted to employees who are not officers, directors or
consultants, the right to exercise an Option must vest at the rate of at least 20% per year over five years from the date the
Option was granted. Options granted to officers, directors or consultants may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period established by the Board of the Administrator in
accordance with this Plan. In any case, no Option shall be exercisable until a written Option Agreement in form satisfactory
to the Company is executed by the Company and the Optionee.


6.1.4 Option
Grant Date. Except in the case of advance approvals described in Section 5.4, the date of grant of an Option under
this Plan shall be the date as of which the Administrator approves the grant. 


6.1.5 Nonassignability
of Option Rights. Except as otherwise determined by the Administrator and expressly set forth in the Option
Agreement, no Option granted under this Plan shall be assignable or otherwise transferable by the Optionee except by will or
by the laws of descent and distribution. During the life of the Optionee, except as otherwise determined by the Administrator
and expressly set forth in the Option Agreement, an Option shall be exercisable only by the Optionee.


6.1.6 Payment.
Except as provided below, payment in full, in cash, shall be made for all stock purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment shall constitute general funds of the Company. At
the time an Option is granted or exercised, the Administrator, in the exercise of its absolute discretion after considering
any tax or accounting consequences, may authorize any one or more of the following additional methods of payment:


(a) Acceptance
of the Optionee’s full recourse promissory note for all or part of the Option price, payable on such terms and bearing
such interest rate as determined by the Administrator (but in no event less than the minimum interest rate specified under
the Code at which no additional interest would be imputed and in no event more than the maximum interest rate allowed under
applicable usury laws), which promissory note may be either secured or unsecured in such manner as the Administrator shall
approve (including, without limitation, by a security interest in the shares of the Company); and


(b) Delivery
by the Optionee of Common Stock already owned by the Optionee for all or part of the Option price, provided the value
(determined as set forth in Section 6.1.11) of such Common Stock is equal on the date of exercise to the Option price,
or such portion thereof as the Optionee is authorized to pay by delivery of such stock; provided, however, that if an
Optionee has exercised any portion of any Option granted by the Company by delivery of Common Stock, the Optionee may not,
within six months following such exercise, exercise any Option granted under this Plan by delivery of Common Stock without
the consent of the Administrator.


6.1.7 Termination
of Employment.


(a) If,
for any reason other than death, disability or “cause” (as defined below), an Optionee ceases to be employed by
the Company or any of its Affiliates (such event being called a “Termination”), Options held at the
date of Termination (to the extent then exercisable) may be exercised in whole or in part at any time within three months of
the date of such Termination, or such other period of not less than 30 days after the date of such Termination as is
specified in the Option Agreement (but in no event after the Expiration Date); provided, that if such exercise of the
Option would result in liability for the Optionee under Section 16(b) of the Exchange Act, then such 90-day period
automatically shall be extended until the tenth day following the last date upon which Optionee has any liability under
Section 16(b) (but in no event after the Expiration Date).


(b) If
an Optionee dies while employed by the Company or an Affiliate or within the period that the Option remains exercisable after
Termination, Options then held (to the extent then exercisable) may be exercised, in whole or in part, by the Optionee, by
the Optionee’s personal representative, or by the person to whom the Option is transferred by devise or the laws of
descent and distribution, at any time within 12 months after the death of the Optionee, or such other period of not less than
six months from the date of Termination as is specified in the Option Agreement (but in no event after the Expiration Date). 


(c) If
an Optionee ceases to be employed by the Company as a result of his or her disability, the Optionee may, but only within six
months after the date of Termination (and in no event after the Expiration Date), exercise the Option to the extent otherwise
entitled to exercise it at the date of Termination; provided, however, that if such disability is not a
“disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall
automatically convert to an NQO on the day three months and one day following such Termination. To the extent that the
Optionee was not entitled to exercise the Option at the date of Termination or if the Optionee does not exercise such Option
to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.


(d) If
an Optionee is terminated for “cause” all Options then held by such Optionee shall terminate and no longer be
exercisable as of the date of Termination.


(e) For
purposes of this Section 6.1.7, “employment” includes service as an employee, a director or as a
consultant.


(f) For
purposes of this Section 6.1.7, an Optionee’s employment shall not be deemed to terminate by reason of sick leave,
military leave or other leave of absence approved by the Administrator, if the period of any such leave does not exceed three
months or, if longer, if the Optionee’s right to reemployment by the Company or any Affiliate is guaranteed either
contractually or by statute.


(g) For
purposes of this Section 6.1.7, “cause” shall mean Termination (i) by reason of
Optionee’s commission of a felony, misdemeanor or other illegal conduct involving dishonesty, fraud or other matters of
moral turpitude, (ii) by reason of Optionee’s dishonesty towards, fraud upon, or deliberate injury or attempted
injury to the Company or any of its Affiliates, or (iii) by reason of Optionee’s willfully engaging in misconduct
which is materially and demonstrably injurious to the Company or any of its Affiliates.


6.1.8 Withholding
and Employment Taxes. At the time of exercise of an Option or at such other time as the amount of such obligations
becomes determinable (the “Tax Date”), the Optionee shall remit to the Company in cash all
applicable federal and state withholding and employment taxes. If authorized by the Administrator in its absolute discretion,
after considering any tax or accounting consequences, an Optionee may elect to (i) deliver a full recourse promissory note on
such terms as the Administrator deems appropriate, (ii) tender to the Company previously owned shares of Stock or other
securities of the Company, or (iii) have shares of Common Stock which are acquired upon exercise of the Option withheld by
the Company to pay some or all of the amount of tax that is required by law to be withheld by the Company as a result of the
exercise of such Option, subject to the following limitations:


(a) Any
election pursuant to clause (iii) above by an Optionee subject to Section 16 of the Exchange Act shall either (x) be made at
least six months before the Tax Date and shall be irrevocable; or (y) shall be made in (or made earlier to take effect in)
any ten-day period beginning on the third business day following the date of release for publication of the Company’s
quarterly or annual summary statements of earnings and shall be subject to approval by the Administrator, which approval may
be given at any time after such election has been made. In addition, in the case of (y), the Option shall be held at least
six months prior to the Tax Date.


(b) Any
election pursuant to clause (ii) above, where the Optionee is tendering Common Stock issued pursuant to the exercise of an
Option, shall require that such shares be held at least six months prior to the Tax Date.


Any
of the foregoing limitations may be waived (or additional limitations may be imposed) by the Administrator, in its absolute discretion,
if the Administrator determines that such foregoing limitations are not required (or that such additional limitations are required)
in order that the transaction shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3, or any successor
rule thereto. In addition, any of the foregoing limitations may be waived by the Administrator, in its sole discretion, if the
Administrator determines that Rule 16b-3, or any successor rule thereto, is not applicable to the exercise of the Option by the
Optionee or for any other reason.


Any
securities tendered or withheld in accordance with this Section 6.1.9 shall be valued by the Company as of the Tax Date.


6.1.9 Other
Provisions. Each Option granted under this Plan may contain such other terms, provisions, and conditions not
inconsistent with this Plan as may be determined by the Administrator, and each ISO granted under this Plan shall include
such provisions and conditions as are necessary to qualify the Option as an “incentive stock option” within the
meaning of Section 422 of the Code. If Options provide for a right of first refusal in favor of the Company with respect to
stock acquired by employees, directors or consultants, such Options shall provide that the right of first refusal shall
terminate upon the earlier of (i) the closing of the Company’s initial registered public offering to the public
generally, or (ii) the date ten years after the grant date as set forth in Section 6.1.4.


6.1.10 Determination
of Value. For purposes of the Plan, the value of Common Stock or other securities of the Company shall be determined
as follows:


(a) If
the stock of the Company is listed on any established stock exchange or a national market system, including without
limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System, its
fair market value shall be the closing sales price for such stock or the closing bid if no sales were reported, as quoted on
such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales
for such date, then for the last preceding business day on which there were sales), as reported in the Wall Street
Journal or similar publication.


(b) If
the stock of the Company is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair
market value shall be the mean between the high bid and low asked prices for the stock on the date the value is to be
determined (or if there are no quoted prices for the date of grant, then for the last preceding business day on which there
were quoted prices).


(c) In
the absence of an established market for the stock, the fair market value thereof shall be determined in good faith by the
Administrator, by consideration of such factors as the Administrator in its discretion deems appropriate among the recent
issue price of other securities of the Company, the Company’s net worth, prospective earning power, dividend-paying
capacity, and other relevant factors, including the goodwill of the Company, the economic outlook in the Company’s
industry, the Company’s position in the industry and its management, and the values of stock of other corporations in
the same or a similar line of business.


6.1.11 Option
Term. Subject to Section 6.3.5, no Option shall be exercisable more than ten years after the date of grant, or such
lesser period of time as is set forth in the Option Agreement (the end of the maximum exercise period stated in the stock
option agreement is referred to in this Plan as the “Expiration Date”).


6.1.12 Exercise
Price. The exercise price of any Option granted to any person who owns, directly or by attribution under the Code
(currently Section 424(d)), stock possessing more than ten percent of the total combined voting power of all classes of
stock of the Company or of any Affiliate (a “Ten Percent Shareholder”) shall in no event be less
than 110% of the fair market value (determined in accordance with Section 6.1.11) of the stock covered by the Option at the
time the Option is granted.


6.2 Exercise
Price of NQOs. Except as set forth in Section 6.1.13, the exercise price of any NQO granted under this Plan shall be
not less than 85% of the fair market value (determined in accordance with Section 6.1.11) of the stock subject to the Option
on the date of grant.


6.3 Terms
and Conditions to Which Only ISOs Are Subject. Options granted under this Plan which are designated as ISOs shall be
subject to the following terms and conditions:


6.3.1 Exercise
Price. Except as set forth in Section 6.1.13, the exercise price of an ISO shall be determined in accordance
with the applicable provisions of the Code and shall in no event be less than the fair market value (determined in accordance
with Section 6.1.11) of the stock covered by the Option at the time the Option is granted.


6.3.2 Disqualifying
Dispositions. If stock acquired by exercise of an ISO granted pursuant to this Plan is disposed of in a
“disqualifying disposition” within the meaning of Section 422 of the Code, the holder of the stock
immediately before the disposition shall promptly notify the Company in writing of the date and terms of the disposition and
shall provide such other information regarding the Option as the Company may reasonably require.


6.3.3 Grant
Date. If an ISO is granted in anticipation of employment as provided in Section 5.4, the Option shall be deemed
granted, without further approval, on the date the grantee assumes the employment relationship forming the basis for such
grant, and, in addition, satisfies all requirements of this Plan for Options granted on that date.


6.3.4 Vesting.
Notwithstanding any other provision of this Plan, ISOs granted under all incentive stock option plans of the Company and its
subsidiaries may not “vest” for more than $100,000 in fair market value of stock (measured on the grant dates(s))
in any calendar year. For purposes of the preceding sentence, an option “vests” when it first becomes
exercisable. If, by their terms, such ISOs taken together would vest to a greater extent in a calendar year, and
unless otherwise provided by the Administrator, the vesting limitation described above shall be applied by deferring the
exercisability of those ISOs or portions of ISOs which have the highest per share exercise prices; but in no event shall more
than $100,000 in fair market value of stock (measured on the grant date(s)) vest in any calendar year. The ISOs or portions
of ISOs whose exercisability is so deferred shall become exercisable on the first day of the first subsequent calendar year
during which they may be exercised, as determined by applying these same principles and all other provisions of this Plan
including those relating to the expiration and termination of ISOs. In no event, however, will the operation of this Section
6.3.4 cause an ISO to vest before its terms or, having vested, cease to be vested.


6.3.5 Term.Notwithstanding
Section 6.1.12, no ISO granted to any Ten Percent Shareholder shall be exercisable more than five years after the date of
grant.


 


7. 
MANNER OF EXERCISE


7.1 Written
Notice; Payment. An Optionee wishing to exercise an Option shall give written notice to the Company at its principal
executive office, to the attention of the officer of the Company designated by the Administrator, accompanied by payment of
the exercise price as provided in Section 6.1.6. The date the Company receives written notice of an exercise hereunder
accompanied by payment of the exercise price will be considered as the date such Option was exercised.


7.2 Delivery
of Stock. Promptly after receipt of written notice of exercise of an Option, the Company shall, without stock issue
or transfer taxes to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other
person a certificate or certificates for the requisite number of shares of stock. An Optionee or permitted transferee of an
Optionee shall not have any privileges as a shareholder with respect to any shares of stock covered by the Option until the
date of issuance (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent) of
such shares.


8. 
EMPLOYMENT OR CONSULTING RELATIONSHIP


Nothing
in this Plan or any Option granted thereunder shall interfere with or limit in any way the right of the Company or of any of its
Affiliates to terminate any Optionee’s employment or consulting at any time, nor confer upon any Optionee any right to continue
in the employ of, or consult with, the Company or any of its Affiliates, nor interfere in any way with provisions in the Company’s
charter documents or applicable law relating to the election, appointment, terms of office, and removal of members of the Board.


9. 
FINANCIAL INFORMATION


The
Company shall provide to each Optionee during the period such Optionee holds an outstanding Option, and to each holder of Common
Stock acquired upon exercise of Options granted under the Plan for so long as such person is a holder of such Common Stock, annual
financial statements of the Company as prepared either by the Company or independent certified public accountants of the Company.
Such financial statements shall include, at a minimum, a balance sheet and an income statement, and shall be delivered as soon
as practicable following the end of the Company’s fiscal year. The provisions of this Section 9 shall not apply with
respect to Optionees who are key employees of the Company whose duties in connection with the Company assures them access to information
equivalent to the information provided in the financial statements.


10. 
CONDITIONS UPON ISSUANCE OF SHARES


Shares
of Common Stock shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended (the “Securities Act”).


11. 
NONEXCLUSIVITY OF THE PLAN


The
adoption of the Plan shall not be construed as creating any limitations on the power of the Company to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the granting of stock options other than under the Plan.


12. 
MARKET STANDOFF


Each
Optionee, if so requested by the Company or any representative of the underwriters in connection with any registration of the
offering of any securities of the Company under the Securities Act shall not sell or otherwise transfer any shares of Common Stock
acquired upon exercise of Options during the 180-day period following the effective date of a registration statement of the company
filed under the Securities Act; provided, however, that such restriction shall apply only to the first two registration statements
of the Company to become effective under the Securities Act which includes securities to be sold on behalf of the Company to the
public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restriction until the end of such 180-day period.


13. 
AMENDMENTS TO PLAN


The
Board may at any time amend, alter, suspend or discontinue this Plan. Without the consent of an Optionee, no amendment, alteration,
suspension or discontinuance may adversely affect outstanding Options except to conform this Plan and ISOs granted under this
Plan to the requirements of federal or other tax laws relating to incentive stock options. No amendment, alteration, suspension
or discontinuance shall require shareholder approval unless (a) shareholder approval is required to preserve incentive stock option
treatment for federal income tax purposes, or (b) the Board otherwise concludes that shareholder approval is advisable.


14. 
EFFECTIVE DATE OF PLAN


This
Plan shall become effective upon adoption by the Board provided, however, that no Option shall be exercisable unless and until
written consent of the shareholders of the Company, or approval of shareholders of the Company voting at a validly called shareholders’
meeting, is obtained within 12 months after adoption by the Board. If such shareholder approval is not obtained within such time,
Options granted hereunder shall terminate and be of no force and effect from and after expiration of such 12-month period. Options
may be granted and exercised under this Plan only after there has been compliance with all applicable federal and state securities
laws.


 


Plan adopted by
the Board of Directors on:  February 27, 2009


Plan approved by
Shareholders on: June 22, 2009