Exhibit
10.1


 





 



 


Clubhouse
Media Group, Inc.


 


2022
Equity Incentive Plan


 





 



 




    	 



    	 



    

 


Table
of Contents


 


	Article
    I.	Purposes
    and Definitions	1
	 	 	 
	Section
    1.01	Purposes
    of this Plan; Structure.	1
	 	 	 
	Section
    1.02	Definitions.	1
	 	 	 
	Section
    1.03	Additional
    Interpretations.	7
	 	 	 
	Article
    II.	Stock
    Subject to this Plan; Administration.	7
	 	 	 
	Section
    2.01	Stock
    Subject to this Plan.	7
	 	 	 
	Section
    2.02	Administration
    of this Plan.	8
	 	 	 
	Section
    2.03	Eligibility.	9
	 	 	 
	Section
    2.04	Indemnification.	10
	 	 	 
	Article
    III.	Awards.	10
	 	 	 
	Section
    3.01	Stock
    Options.	10
	 	 	 
	Section
    3.02	Stock
    Appreciation Rights.	13
	 	 	 
	Section
    3.03	Restricted
    Stock.	14
	 	 	 
	Section
    3.04	Restricted
    Stock Units.	15
	 	 	 
	Section
    3.05	Performance
    Units and Performance Shares.	16
	 	 	 
	Section
    3.06	Cash-Based
    Awards and Other Stock-Based Awards.	19
	 	 	 
	Section
    3.07	Form
    of Award Agreements.	21
	 	 	 
	Article
    IV.	Additional
    Provisions Applicable to this Plan and Awards	21
	 	 	 
	Section
    4.01	Outside
    Director Limitations.	21
	 	 	 
	Section
    4.02	Compliance
    With Code Section 409A.	21
	 	 	 
	Section
    4.03	Leaves
    of Absence/Transfer Between Locations.	21
	 	 	 
	Section
    4.04	Limited
    Transferability of Awards.	22
	 	 	 
	Section
    4.05	Adjustments;
    Dissolution, Merger, Etc.	22
	 	 	 
	Section
    4.06	Tax
    Withholding.	24
	 	 	 
	Section
    4.07	Compliance
    with Securities Laws.	25
	 	 	 
	Section
    4.08	Tax
    Withholding.	25
	 	 	 
	Section
    4.09	No
    Effect on Employment or Service.	26
	 	 	 
	Section
    4.10	Repurchase
    Rights.	26
	 	 	 
	Section
    4.11	Fractional
    Shares.	26
	 	 	 
	Section
    4.12	Forfeiture
    Events.	26
	 	 	 
	Section
    4.13	Date
    of Grant.	27
	 	 	 
	Section
    4.14	Term
    of Plan.	27


 




    	(i)



    	 



    

 


	Section
    4.15	Amendment
    and Termination of this Plan.	27
	 	 	 
	Section
    4.16	Conditions
    Upon Issuance of Shares.	27
	 	 	 
	Section
    4.17	Inability
    to Obtain Authority.	28
	 	 	 
	Section
    4.18	Shareholder
    Approval.	28
	 	 	 
	Section
    4.19	Retirement
    and Welfare Plans.	28
	 	 	 
	Section
    4.20	Beneficiary
    Designation.	28
	 	 	 
	Section
    4.21	Severability.	28
	 	 	 
	Section
    4.22	No
    Constraint on Corporate Action.	29
	 	 	 
	Section
    4.23	Unfunded
    Obligation.	29
	 	 	 
	Section
    4.24	Choice
    of Law.	29


 


Exhibits


 


	Exhibit
    A	Form
    of Award Agreement for Options
	 	 
	Exhibit
    B	Form
    of Award Agreement for Stock Appreciation Rights
	 	 
	Exhibit
    C	Form
    of Award Agreement for Restricted Stock
	 	 
	Exhibit
    D	Form
    of Award Agreement for Restricted Stock Units


 




    	(ii)



    	 



    

 


Clubhouse
Media Group, Inc.


2022
Equity Incentive Plan


 


Article
I. Purposes and Definitions


 


Section
1.01 Purposes of this Plan; Structure.


 


	 	(a)	The
    purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii)
    to provide additional incentive to Employees, Directors and Consultants, and (ii) to promote the success of the Company’s business.
	 	 	 
	 	(b)	This
    Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
    Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards.


 


Section
1.02 Definitions. As used herein, the following definitions will apply:


 


	 	(a)	“Administrator”
    means the Board or any of its Committees as will be administering this Plan, in accordance with Section 2.02.
	 	 	 
	 	(b)	“Affiliate”
    means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with
    such Person.
	 	 	 
	 	(c)	“Applicable
    Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not
    limited to the related issuance of shares of Common Stock, including but not limited to under U.S. federal and state corporate laws,
    U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
    and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under this Plan.
	 	 	 
	 	(d)	“Award”
    means, individually or collectively, a grant under this Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted
    Stock Units, Performance Units or Performance Shares, or Cash-Based Award or Other Stock-Based Award granted under this Plan.
	 	 	 
	 	(e)	“Award
    Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
    under this Plan, which Award Agreement shall be is subject to the terms and conditions of this Plan.
	 	 	 
	 	(f)	“Board”
    means the Board of Directors of the Company.
	 	 	 
	 	(g)	“Cash-Based
    Award” means an Award denominated in cash and granted pursuant to Section 3.06.


 




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	 	(h)	“Cause”
    means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between
    a Participant and the Company or its Affiliates applicable to an Award, any of the following: (i) the Participant’s theft,
    dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of documents or records of the Company
    or any of its Affiliates; (ii) the Participant’s material failure to abide by the Company’s or any Affiliate’s
    code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct);
    (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or
    corporate opportunity of the Company or any of its Affiliates (including, without limitation, the Participant’s improper use
    or disclosure of the Company’s or any of its Affiliate’s confidential or proprietary information); (iv) any intentional
    act by the Participant which has a material detrimental effect on the Company’s or any of its Affiliate’s reputation
    or business; (v) the Participant’s repeated failure to perform any reasonable assigned duties after written notice from the
    Company or any of its Affiliates, and a reasonable opportunity to cure, such failure; (vi) any material breach by the Participant
    of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant
    and the Company or any of its Affiliates which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
    conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or
    moral turpitude, or which impairs the Participant’s ability to perform his or her duties with the Company or any of its Affiliates.
	 	 	 
	 	(i)	“Change
    in Control” means the occurrence of any of the following events, subject to the provisions of Section 1.03:


 


	 	(i)	Change
    in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than
    one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock
    held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however,
    that for purposes of this Section 1.02(i)(i), the acquisition of additional stock by any one Person, who is considered to own more
    than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further,
    if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the change in
    ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior
    to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the
    stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under
    this Section 1.02(i)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting
    from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case
    may be, either directly or through one or more subsidiary corporations or other business entities.
	 	 	 
	 	(ii)	Change
    in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority
    of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed
    by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this Section 1.02(i)(ii),
    if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the
    same Person will not be considered a Change in Control.


 




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	 	(iii)	Change
    in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the
    Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending
    on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market
    value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately
    prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1.02(i)(iii), the following will
    not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that
    is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by the Company to:
    (1) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,
    (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company,
    (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding
    stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly
    or indirectly, by a Person described in clause (B)(3) of this Section 1.02(i)(iii). For purposes of this Section 1.02(i)(iii), gross
    fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without
    regard to any liabilities associated with such assets.


 


	 	(j)	“Code”
    means the Internal Revenue Code of 1986, as amended, and reference to a specific section of the Code or regulation thereunder shall
    include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future
    legislation or regulation amending, supplementing or superseding such section or regulation.
	 	 	 
	 	(k)	“Committee”
    means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized
    committee of the Board, in accordance with Section 2.02.
	 	 	 
	 	(l)	“Common
    Stock” means the common stock, par value $0.001 per share, of the Company.
	 	 	 
	 	(m)	“Company”
    means Clubhouse Media Group, Inc., a Nevada corporation, or any successor thereto.
	 	 	 
	 	(n)	“Consultant”
    means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to
    such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction,
    and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form
    S-8 promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance
    of Shares may be registered under Form S-8 promulgated under the Securities Act.


 




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	 	(o)	“Control”
    of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
    of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling”
    and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
    Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant
    in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors
    or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits,
    losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner),
    manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c)
    a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law
    of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate
    of the Controlled Person is a trustee.
	 	 	 
	 	(p)	“Director”
    means a member of the Board.
	 	 	 
	 	(q)	“Disability”
    means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
    Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with
    uniform and non-discriminatory standards adopted by the Administrator from time to time.
	 	 	 
	 	(r)	“Dividend
    Equivalent Right” means the right of a Participant, granted at the discretion of the Administrator or as otherwise provided
    by this Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one Share
    for each Share represented by an Award held by such Participant.
	 	 	 
	 	(s)	“Employee”
    means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company, provided
    that neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
    by the Company or any Parent or Subsidiary of the Company.
	 	 	 
	 	(t)	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended.
	 	 	 
	 	(u)	“Exchange
    Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same
    type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants
    would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the
    Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine
    the terms and conditions of any Exchange Program in its sole discretion.


 




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	 	(v)	“Fair
    Market Value” means, as of any date, the value of Common Stock determined as follows:


 


	 	(i)	If
    the Common Stock is listed on any established stock exchange or a national market system (other than an over-the counter market,
    which will not be considered an established stock exchange of national market system for the purposes of this definition), including
    without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market
    of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was
    reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange
    or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
	 	 	 
	 	(ii)	If
    the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
    of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no
    bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
    in The Wall Street Journal or such other source as the Administrator deems reliable;
	 	 	 
	 	(iii)	In
    the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


	 	(w)	“Fiscal
    Year” means the fiscal year of the Company.
	 	 	 
	 	(x)	“Incentive
    Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
    within the meaning of Code Section 422 and the regulations promulgated thereunder.
	 	 	 
	 	(y)	“Nonstatutory
    Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
	 	 	 
	 	(z)	“Officer”
    means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
    promulgated thereunder.
	 	 	 
	 	(aa)	“Option”
    means a stock option granted pursuant to this Plan.
	 	 	 
	 	(bb)	“Outside
    Director” means a Director who is not an Employee.
	 	 	 
	 	(cc)	“Other
    Stock-Based Award” means an Award denominated in Shares and granted pursuant to Section 3.06.
	 	 	 
	 	(dd)	“Parent”
    means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
	 	 	 
	 	(ee)	“Participant”
    means the holder of an outstanding Award.
	 	 	 
	 	(ff)	“Performance
    Award” means an Award of Performance Shares or Performance Units.
	 	 	 
	 	(gg)	“Performance
    Award Formula” means, for any Performance Award, a formula or table established by the Administrator pursuant to Section 3.05
    which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance
    Goal(s) measured as of the end of the applicable Performance Period.


 




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	 	(hh)	“Performance
    Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or
    other vesting criteria as the Administrator may determine pursuant to Section 3.05.
	 	 	 
	 	(ii)	 “Performance
    Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria
    as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing
    pursuant to Section 3.05.
	 	 	 
	 	(jj)	“Period
    of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore,
    the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement
    of target levels of performance, or the occurrence of other events as determined by the Administrator.
	 	 	 
	 	(kk)	“Person”
    means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
    limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
    subdivision thereof, or an agency or instrumentality thereof.
	 	 	 
	 	(ll)	“Plan”
    means this 2022 Equity Incentive Plan.
	 	 	 
	 	(mm)	“Restricted
    Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 3.03, or issued pursuant to the early exercise
    of an Option.
	 	 	 
	 	(nn)	“Restricted
    Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
    to Section 3.04. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
	 	 	 
	 	(oo)	“Rule
    16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised
    with respect to this Plan.
	 	 	 
	 	(pp)	“Section
    16(b)” means Section 16(b) of the Exchange Act.
	 	 	 
	 	(qq)	“Securities
    Act” means the Securities Act of 1933, as amended.
	 	 	 
	 	(rr)	“Service
    Provider” means an Employee, Director or Consultant.
	 	 	 
	 	(ss)	“Share”
    means a share of the Common Stock, as adjusted in accordance with Section 4.05.
	 	 	 
	 	(tt)	“Stock
    Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 3.02 is designated
    as a Stock Appreciation Right.
	 	 	 
	 	(uu)	“Subsidiary”
    means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 




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Section
1.03 Additional Interpretations. For purposes of Section 1.02(i), persons will be considered to be acting as a group
if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction
with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies
as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed
or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time
to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to
change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned
in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


Article
II. Stock Subject to this Plan; Administration.


 


Section
2.01 Stock Subject to this Plan.


 


	 	(a)	Subject
    to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares that may be subject to Awards and sold
    under this Plan is 26,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.
	 	 	 
	 	(b)	If
    an Award expires or becomes un-exercisable without having been exercised in full, is surrendered pursuant to an Exchange Program,
    or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased
    by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights
    the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this Plan (unless
    this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation
    Right will cease to be available under this Plan; all remaining Shares under Stock Appreciation Rights will remain available for
    future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually been issued under this Plan under
    any Award will not be returned to this Plan and will not become available for future distribution under this Plan; provided, however,
    that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are
    repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future
    grant under this Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholdings related to an Award will
    become available for future grant or sale under this Plan. To the extent an Award under this Plan is paid out in cash rather than
    Shares, such cash payment will not result in reducing the number of Shares available for issuance under this Plan. Notwithstanding
    the foregoing and, subject to adjustment as provided in Section 4.05, the maximum number of Shares that may be issued upon the exercise
    of Incentive Stock Options will equal the aggregate Share number stated in Section 2.01(a), plus, to the extent allowable under Code
    Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this Plan pursuant
    to Section 2.01(b) and Section 2.01(c).
	 	 	 
	 	(c)	The
    Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to
    satisfy the requirements of this Plan.


 




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Section
2.02 Administration of this Plan.


 


	 	(a)	Procedure.


 


	 	(i)	Multiple
    Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer this Plan.
	 	 	 
	 	(ii)	Rule
    16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
    will be structured to satisfy the requirements for exemption under Rule 16b-3.
	 	 	 
	 	(iii)	Other
    Administration. Other than as provided above, this Plan will be administered by (A) the Board or (B) a Committee, which Committee
    will be constituted to satisfy Applicable Laws.


 


	 	(b)	Powers
    of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee, subject to the specific duties
    delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


	 	(i)	to
    determine the Fair Market Value;
	 	 	 
	 	(ii)	to
    select the Service Providers to whom Awards may be granted hereunder;
	 	 	 
	 	(iii)	to
    determine the number of Shares to be covered by each Award granted hereunder;
	 	 	 
	 	(iv)	to
    approve forms of Award Agreements for use under this Plan;
	 	 	 
	 	(v)	to
    determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder, with such terms
    and conditions including, but not being limited to, the exercise price, the time or times when Awards may be exercised (which may
    be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
    regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
	 	 	 
	 	(vi)	to
    determine whether an Award will be settled in Shares, cash, other property or in any combination thereof;
	 	 	 
	 	(vii)	to
    institute and determine the terms and conditions of an Exchange Program;
	 	 	 
	 	(viii)	to
    construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;
	 	 	 
	 	(ix)	to
    prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established
    for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;
	 	 	 
	 	(x)	to
    modify or amend each Award (subject to Section 4.15(c)), including but not limited to the discretionary authority to extend the post-termination
    exercisability period of Awards; provided, however, that in no case will an Option or Stock Appreciation Right be extended beyond
    its original maximum term;


 




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	 	(xi)	to
    allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 4.05(d);
	 	 	 
	 	(xii)	to
    authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
    by the Administrator;
	 	 	 
	 	(xiii)	to
    allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
    under an Award;
	 	 	 
	 	(xiv)	to
    prescribe, amend or rescind rules, guidelines and policies relating to this Plan, or to adopt sub-plans or supplements to, or alternative
    versions of, this Plan, including, without limitation, as the Administrator deems necessary or desirable to comply with the laws
    of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents may be granted Awards;
	 	 	 
	 	(xv)	to
    correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and to make all other
    determinations and take such other actions with respect to this Plan or any Award as the Administrator may deem advisable to the
    extent not inconsistent with the provisions of this Plan or applicable law; and
	 	 	 
	 	(xvi)	to
    make all other determinations deemed necessary or advisable for administering this Plan.


 


	 	(c)	Option
    or Stock Appreciation Right Repricing. The Administrator shall have the authority, without additional approval by the shareholders
    of the Company, to approve a program providing for either (a) the cancellation of outstanding Options or Stock Appreciation Rights
    having exercise prices per share greater than the then Fair Market Value of a Share (“Underwater Awards”) and the grant
    in substitution therefor of new Options or Stock Appreciation Rights covering the same or a different number of shares but with an
    exercise price per share equal to the Fair Market Value per share on the new grant date or payments in cash, or (b) the amendment
    of outstanding Underwater Awards to reduce the exercise price thereof to the Fair Market Value per share on the date of amendment.
	 	 	 
	 	(d)	Effect
    of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
    binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws


 


Section
2.03 Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 




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Section
2.04 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board
or the Administrator or as officers or employees of the Company or any of its Affiliates, to the extent permitted by applicable law,
members of the Board or the Administrator and any officers or employees of the Company or any of its Affiliates to whom authority to
act for the Board, the Administrator or the Company is delegated shall be indemnified by the Company against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act
under or in connection with this Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that
such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60)
days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at
its own expense to handle and defend the same.


 


Article
III. Awards.


 


Section
3.01 Stock Options.


 


	 	(a)	Grant
    of Options. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant
    Options in such amounts as the Administrator, in its sole discretion, will determine.
	 	 	 
	 	(b)	Option
    Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of
    the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other
    terms and conditions as the Administrator, in its sole discretion, will determine.
	 	 	 
	 	(c)	Limitations.
    Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
    such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
    Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent
    or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes
    of this Section 3.01(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market
    Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and the calculation will
    be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.
	 	 	 
	 	(d)	Term
    of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term
    will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant
    who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined
    voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five
    (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.


 




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	 	(e)	Option
    Exercise Price and Consideration.


 


	 	(i)	Exercise
    Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the
    Administrator, subject to the following:


 


	 	(1)	In
    the case of an Incentive Stock Option:


 


	 	(A)	granted
    to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the
    voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than
    one hundred ten percent (110%) of the Fair Market Value per Share (or the fair market value per Share as determined in accordance
    with Treas. Reg. 1.409A-1(b)(5)(iv)(A)) on the date of grant;
	 	 	 
	 	(B)	granted
    to any Employee other than an Employee described in paragraph (1) immediately above, the per Share exercise price will be no less
    than one hundred percent (100%) of the Fair Market Value per Share on the date of grant;


 


	 	(2)	In
    the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair
    Market Value per Share on the date of grant (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)).
	 	 	 
	 	(3)	Notwithstanding
    the foregoing provisions of this Section 3.01(e), Options may be granted with a per Share exercise price of less than one hundred
    percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent
    with, Code Section 424(a).


 


	 	(ii)	Waiting
    Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may
    be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
	 	 	 
	 	(iii)	Form
    of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the
    method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
    at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted
    by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate
    exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result
    in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration
    received by the Company under a broker assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented
    by the Company in connection with this Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance
    of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination
    as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably
    expected to benefit the Company.


 




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	 	(f)	Exercise
    of Option.


 


	 	(i)	Procedure
    for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the terms of this Plan and
    at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not
    be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in
    such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment
    for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist
    of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and this Plan. Shares
    issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name
    of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the
    Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
    will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or
    cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right
    for which the record date is prior to the date the Shares are issued, except as provided in Section 4.05. Exercising an Option in
    any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option,
    by the number of Shares as to which the Option is exercised.
	 	 	 
	 	(ii)	Termination
    of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
    termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such
    period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in
    no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified
    time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination.
    Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire
    Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant does
    not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered
    by such Option will revert to this Plan.
	 	 	 
	 	(iii)	Disability
    of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
    may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested
    on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
    In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the
    Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is
    not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If
    after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate,
    and the Shares covered by such Option will revert to this Plan.


 




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	 	(iv)	Death
    of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s
    death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death
    (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement),
    by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death
    in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be
    exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
    pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified
    time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless
    otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares
    covered by the unvested portion of the Option will immediately revert to this Plan. If the Option is not so exercised within the
    time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan. .


 


Section
3.02 Stock Appreciation Rights.


 


	 	(a)	Grant
    of Stock Appreciation Rights. Subject to the terms and conditions of this Plan, a Stock Appreciation Right may be granted to
    Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
	 	 	 
	 	(b)	Number
    of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation
    Rights.
	 	 	 
	 	(c)	Exercise
    Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
    upon exercise of a Stock Appreciation Right as set forth in Section 3.02(f) will be determined by the Administrator and will be no
    less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject
    to the provisions of this Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights
    granted under this Plan. Stock Appreciation Rights which have become exercisable may be exercised by delivery of written or electronic
    notice of exercise to the Company in accordance with the terms of the Award Agreement, specifying the number of Stock Appreciation
    Rights to be exercised and the date on which such Stock Appreciation Rights were awarded and vested.
	 	 	 
	 	(d)	Stock
    Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the
    exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the
    Administrator, in its sole discretion, will determine.


 




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	 	(e)	Expiration
    of Stock Appreciation Rights. A Stock Appreciation Right granted under this Plan will expire upon the date determined by the
    Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
    3.01(d) relating to the maximum term and Section 3.01(f) relating to exercise also will apply to Stock Appreciation Rights.
	 	 	 
	 	(f)	Payment
    of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
    from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of
    exercise over the exercise price; and (ii) the number of Shares with respect to which the Stock Appreciation Right is exercised.
    At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent
    value, or in some combination thereof.
	 	 	 
	 	(g)	Deemed
    Exercise of Stock Appreciation Rights. If, on the date on which a Stock Appreciation Rights would otherwise terminate or expire,
    the Stock Appreciation Right by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised,
    would result in a payment to the holder of such Stock Appreciation Right, then any portion of such Stock Appreciation Right which
    has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.


 


Section
3.03 Restricted Stock.


 


	 	(a)	Grant
    of Restricted Stock. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time,
    may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
	 	 	 
	 	(b)	Restricted
    Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
    the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless
    the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on
    such Shares have lapsed.
	 	 	 
	 	(c)	Transferability.
    Except as provided in this Section 3.03 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
    pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
	 	 	 
	 	(d)	Other
    Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
    it may deem advisable or appropriate.
	 	 	 
	 	(e)	Removal
    of Restrictions. Except as otherwise provided in this Section 3.03, Shares of Restricted Stock covered by each Restricted Stock
    grant made under this Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or
    at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any
    restrictions will lapse or be removed.


 




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	 	(f)	Voting
    Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
    full voting rights with respect to those Shares, unless the Administrator determines otherwise.
	 	 	 
	 	(g)	Dividends
    and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
    to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If
    any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and
    forfeitability as the Shares of Restricted Stock with respect to which they were paid.
	 	 	 
	 	(h)	Return
    of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
    not lapsed will revert to the Company and again will become available for grant under this Plan.


 


Section
3.04 Restricted Stock Units.


 


	 	(a)	Grant.
    Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
    determines that it will grant Restricted Stock Units under this Plan, it will advise the Participant in an Award Agreement of the
    terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
	 	 	 
	 	(b)	Vesting
    Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which
    the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
    may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but
    not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the
    Administrator in its discretion.
	 	 	 
	 	(c)	Earning
    Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as
    determined by the Administrator or as set forth in the applicable Award Agreement. Notwithstanding the foregoing, at any time after
    the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must
    be met to receive a payout.
	 	 	 
	 	(d)	Form
    and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined
    by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted
    Stock Units in cash, Shares, or a combination of both.


 




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	 	(e)	Voting
    Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented
    by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the
    Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the
    Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with
    respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with
    respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated.
    Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted
    Stock Units as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional
    Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount
    of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Restricted Stock Units
    previously credited to the Participant by (b) the Fair Market Value per Share on such date. Such cash amount or additional Restricted
    Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the
    Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in
    Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section
    4.05, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right
    to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic
    cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and all
    such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as are
    applicable to the Award.
	 	 	 
	 	(f)	Cancellation.
    On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


Section
3.05 Performance Units and Performance Shares.


 


	 	(a)	Issuance.
    Performance Awards may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator,
    in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance
    Shares granted to each Participant.
	 	 	 
	 	(b)	Value
    of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or
    before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date
    of grant.
	 	 	 
	 	(c)	Performance
    Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without
    limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will
    determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during
    which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each
    Performance Awards will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions
    as the Administrator, in its sole discretion, will determine.


 




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	 	(d)	Performance
    Targets and Goals. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business
    unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities
    laws, or any other basis determined by the Administrator in its discretion (“Performance Goals”). Performance Goals shall
    be established by the Administrator on the basis of targets to be attained (“Performance Targets”) with respect to one
    or more measures of business or financial performance (each, a “Performance Measure”), subject to the following:


 


	 	(i)	Performance
    Measures. Performance Measures shall be calculated in accordance with the Company’s financial statements,
    or, if such measures are not reported in the Company’s financial statements, they shall be calculated in accordance with generally
    accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a methodology established
    by the Administrator prior to the grant of the Performance Award. As specified by the Administrator, Performance Measures may be
    calculated with respect to the Company and its Subsidiaries consolidated therewith for financial reporting purposes, one or more
    Subsidiaries or such division or other business unit of any of them selected by the Administrator. Unless otherwise determined by
    the Administrator prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award shall
    be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect
    (whether positive or negative) on the Performance Measures of any change in accounting standards or any unusual or infrequently occurring
    event or transaction, as determined by the Administrator, occurring after the establishment of the Performance Goals applicable to
    the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period
    to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s
    rights with respect to a Performance Award. Performance Measures may be based upon one or more of the following, as determined by
    the Administrator: (1) revenue; (2) sales; (3) expenses; (4) operating income; (5) gross margin; (6) operating margin; (7) earnings
    before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; (8) pre-tax profit;
    (9) net operating income; (10) net income; (11) economic value added; (12) free cash flow; (13) operating cash flow; (14) balance
    of cash, cash equivalents and marketable securities; (15) stock price; (16) earnings per share; (17) return on shareholder equity;
    (18) return on capital; (19) return on assets; (20) return on investment; (21) total shareholder return; (22) employee satisfaction;
    (23) employee retention; (24) market share; (25) customer satisfaction; (26) product development; (27) research and development expenses;
    (28) completion of an identified special project; and (29) completion of a joint venture or other corporate transaction.
	 	 	 
	 	(ii)	Performance
    Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final
    value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during
    the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or
    as a value determined relative to an index, budget or other standard selected by the Administrator.


 




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	 	(e)	Earning
    of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be
    entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to
    be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been
    achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance
    objectives or other vesting provisions for such Performance Unit/Share.
	 	 	 
	 	(f)	Form
    and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units or Performance Shares will be made as
    soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay
    earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the
    earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.
	 	 	 
	 	(g)	Cancellation
    of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units or Performance
    Shares will be forfeited to the Company, and again will be available for grant under this Plan.
	 	 	 
	 	(h)	Qualified
    Performance-Based Awards. Restricted Stock and Restricted Stock Units granted to officers and Employees of the Company or any
    Parent or Subsidiary of the Company (within the meaning of Code Section 424) may be granted with the intent that the award satisfy
    the “Performance-Based Exception” (any such award intended to satisfy the Performance-Based Exception, a “Qualified
    Performance-Based Award”). The grant, vesting, or payment of a Qualified Performance-Based Awards may depend on the degree
    of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more performance
    targets as determined by the Administrator (on an absolute or relative (including, without limitation, relative to the performance
    of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more other companies)
    basis, any of which may also be expressed as a growth or decline measure relative to an amount or performance for a prior date or
    period) for the Company on a consolidated basis or for one or more of the Company’s Subsidiaries, segments, divisions, or business
    or operational units, or any combination of the foregoing. The performance period applicable to any Performance Units or Performance
    Shares may not be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based Exception, the performance
    measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals (“targets”),
    including must be established and approved by the Administrator during the first ninety (90) days of the applicable Performance Period
    (and, in the case of Performance Periods of less than one year, in no event after 25% or more of the Performance Period has elapsed)
    and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code.


 




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	 	(i)	Voting
    Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented
    by Performance Share Awards until the date of the issuance of such Shares, if any (as evidenced by the appropriate entry on the books
    of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide
    in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights
    with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with
    respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on
    which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the
    form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock, as determined by the Administrator.
    The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined
    by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by
    the Performance Shares previously credited to the Participant by (b) the Fair Market Value per Share on such date. Dividend Equivalent
    Rights, if any, shall be accumulated and paid to the extent that the related Performance Shares become nonforfeitable. Settlement
    of Dividend Equivalent Rights may be made in cash, Shares, or a combination thereof as determined by the Administrator, and may be
    paid on the same basis as settlement of the related Performance Share as provided in Section 3.05(e). Dividend Equivalent Rights
    shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in Shares or other property
    or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments
    shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and
    all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant
    would be entitled by reason of the Shares issuable upon settlement of the Performance Share Award, and all such new, substituted
    or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.


 


Section
3.06 Cash-Based Awards and Other Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced by
Award Agreements in such form as the Administrator shall establish. Such Award Agreements may incorporate all or any of the terms of
this Plan by reference and shall comply with and be subject to the following terms and conditions.


 


	 	(a)	Grant
    of Cash-Based Awards. Subject to the provisions of this Plan, the Administrator, at any time and from time to time, may grant
    Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria,
    as the Administrator may determine.
	 	 	 
	 	(b)	Grant
    of Other Stock-Based Awards. The Administrator may grant other types of equity-based or equity-related Awards not otherwise described
    by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation
    units, securities or debentures convertible into common stock or other forms determined by the Administrator) in such amounts and
    subject to such terms and conditions as the Administrator shall determine. Other Stock-Based Awards may be made available as a form
    of payment in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled.
    Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based
    on the value of a Share and may include, without limitation, Awards designed to comply with or take advantage of the applicable local
    laws of jurisdictions other than the United States.


 




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	 	(c)	Value
    of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as
    determined by the Administrator. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on such Shares,
    as determined by the Administrator. The Administrator may require the satisfaction of such Service requirements, conditions, restrictions
    or performance criteria, including, without limitation, Performance Goals as described in Section 3.05, as shall be established by
    the Administrator and set forth in the Award Agreement evidencing such Award. If the Administrator exercises its discretion to establish
    performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will
    depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to the grant
    or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures
    substantially equivalent to those applicable to Performance Awards set forth in Section 3.05.
	 	 	 
	 	(d)	Payment
    or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based
    Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, Shares or other securities
    or any combination thereof as the Administrator determines. The determination and certification of the final value with respect to
    any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements
    applicable to Performance Awards set forth in Section 3.05. To the extent applicable, payment or settlement with respect to each
    Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.
	 	 	 
	 	(e)	Voting
    Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented
    by Other Stock-Based Awards until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of
    the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Administrator,
    in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled
    to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such
    Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or
    the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set
    forth in Section 3.04(e). Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend
    or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company
    as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it
    represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than
    regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of
    such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting
    conditions and performance criteria, if any, as are applicable to the Award.


 




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	 	(f)	Nontransferability
    of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based
    Award, the Award 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. The Administrator may impose such additional restrictions on any Shares issued in settlement of Cash-Based
    Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements,
    restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares
    are then listed and/or traded, or under any state securities laws or foreign law applicable to such Shares.


 


Section
3.07 Form of Award Agreements. A form of Award Agreement for a grant of Options is attached hereto as Exhibit A, a
form of Award Agreement for a grant of Stock Appreciation Rights is attached hereto as Exhibit B, a form of Award Agreement for a grant
of Restricted Stock is attached hereto as Exhibit C; and a form of Award Agreement for a grant of Restricted Stock Units is attached
hereto as Exhibit D, provided that the Administrator shall have the discretion to modify such forms and to replace such forms with any
other agreement as determined by the Administrator. In the event of a conflict between the terms of any Award Agreement and the provisions
in the body of this Plan, the terms of the Award Agreement shall control.


 


Article
IV. Additional Provisions Applicable to this Plan and Awards


 


Section
4.01 Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value
(computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000. Any Awards
granted to an individual while he or she was an Employee, or while he or she was a Consultant but not an Outside Director, will not count
for purposes of the limitations under this Section 4.01.


 


Section
4.02 Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt
from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion
of the Administrator. This Plan and each Award Agreement under this Plan is intended to meet the requirements of Code Section 409A and
will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted,
paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement
or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company have
any obligation under the terms of this Plan to reimburse a Participant for any taxes or other costs that may be imposed on Participant
as a result of Section 409A.


 


Section
4.03 Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not
so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant
will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 




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Section
4.04 Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged,
assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may
be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such
Award will contain such additional terms and conditions as the Administrator deems appropriate.


 


Section
4.05 Adjustments; Dissolution, Merger, Etc.


 


	 	(a)	Adjustments.
    In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
    recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
    or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the
    Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to
    be made available under this Plan, will adjust the number and class of shares of stock that may be delivered under this Plan and/or
    the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits of Section 2.01.
	 	 	 
	 	(b)	Dissolution
    or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
    as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised,
    an Award will terminate immediately prior to the consummation of such proposed action.
	 	 	 
	 	(c)	Change
    in Control.


 


	 	(i)	In
    the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award
    will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s
    consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted,
    by the acquiring or succeeding corporation (or an Affiliate thereof) with appropriate adjustments as to the number and kind of shares
    and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior
    to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or
    payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change
    in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger
    or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the
    amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date
    of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the
    Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of
    the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such
    Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing.
    In taking any of the actions permitted under this Section 4.05(c), the Administrator will not be obligated to treat all Awards, all
    Awards held by a Participant, or all Awards of the same type, similarly.


 




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	 	(ii)	In
    the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully
    vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to
    which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will
    lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed
    achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically
    provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any
    of its Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right is not assumed or substituted
    in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the
    Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion,
    and the Option or Stock Appreciation Right will terminate upon the expiration of such period.
	 	 	 
	 	(iii)	For
    the purposes of this Section 4.05(c) and Section 4.05(d), an Award will be considered assumed if, following the merger or Change
    in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger
    or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in
    Control 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 Change in Control is not solely common stock of the successor corporation or its
    Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the
    exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, or Performance
    Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market
    value to the per share consideration received by holders of Common Stock in the merger or Change in Control.


 




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	 	(iv)	Notwithstanding
    anything in this Section 4.05(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
    performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the
    Participant’s consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written
    agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification
    to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be
    deemed to invalidate an otherwise valid Award assumption.
	 	 	 
	 	(v)	Notwithstanding
    anything in this Section 4.05(c) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is
    earned or paid-out under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in
    the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code
    Section 409A, then any payment of an amount that is otherwise accelerated under this Section 4.05(c) will be delayed until the earliest
    time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section
    409A.
	 	 	 
	 	(vi)	The
    Administrator may, without affecting the number of Shares reserved or available hereunder, authorize the issuance or assumption of
    benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such
    terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the
    Code.


 


	 	(d)	Outside
    Director Awards. In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors
    will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such
    Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted
    Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria
    will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically
    provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any
    of its Subsidiaries or Parents, as applicable.


 


Section
4.06 Tax Withholding.


 


	 	(a)	Withholding
    Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as
    any tax withholding obligation is due, the Company will have the power and the right to deduct or withhold, or require a Participant
    to remit to the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other taxes (including the Participant’s
    FICA obligation) required to be withheld with respect to such Award (or exercise thereof).


 




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	 	(b)	Withholding
    Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
    may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Administrator shall
    determine, including, without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash
    or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the
    Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its
    sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount
    required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares
    will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient
    number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion
    (whether through a broker or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods
    of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be
    withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal
    income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to
    be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences,
    as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined
    as of the date that the taxes are required to be withheld.


 


Section
4.07 Compliance with Securities Laws. The grant of Awards and the issuance of Shares pursuant to any Award shall be
subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the
requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised
or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such
exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel
to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from
the registration requirements of the Securities Act. 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 under this Plan 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 issuance of any Stock, 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.


 


Section
4.08 Tax Withholding.


 


	 	(a)	Tax
    Withholding in General. The Company shall have the right to deduct from any and all payments made under this Plan, or to require
    the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local
    and foreign taxes (including social insurance), if any, required by law to be withheld by the Company or any of its Affiliates with
    respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares, to release Shares
    from an escrow established pursuant to an Award Agreement, or to make any payment in cash under this Plan until the Company or its
    Affiliate’s, as applicable, withholding obligations have been satisfied by the Participant.


 




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	 	(b)	Withholding
    in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to
    a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole Shares
    having a Fair Market Value, as determined by the Administrator, equal to all or any part of the tax withholding obligations of any
    the Company or its Affiliates, as applicable. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding
    obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Administrator may require
    a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to
    the Award determined by the Administrator in its discretion to be sufficient to cover the tax withholding obligations of the Company
    or its Affiliates, as applicable, and to remit an amount equal to such tax withholding obligations to the Company or its Affiliates,
    as applicable ,in cash.


 


Section
4.09 No Effect on Employment or Service. Neither this Plan nor any Award will confer upon a Participant any right with
respect to continuing the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as
applicable, nor will they interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries
or Parents, as applicable to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable
Laws.


 


Section
4.10 Repurchase Rights. Shares issued under this Plan may be subject to one or more repurchase options, or other
conditions and restrictions as determined by the Administrator in its discretion at the time the Award is granted. The Company shall
have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such
transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates
representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer
restrictions.


 


Section
4.11 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of
any Award.


 


Section
4.12 Forfeiture Events.


 


	 	(a)	All
    Awards under this Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to
    the listing standards of any national securities exchange or association on which the Company’s securities are listed or as
    is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the
    Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines
    necessary or appropriate, including but not limited to a reacquisition right regarding previously acquired Shares or other cash or
    property. Unless this Section 4.12 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation
    under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good
    reason” or “constructive termination” (or similar term) under any agreement with the Company or a Subsidiary or
    Parent of the Company.


 




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	 	(b)	Notwithstanding
    any other provision of this Plan, if the Participant’s service to the Company or any of its Affiliates as a Service Provider
    is terminated for Cause, then any Award which has no vested as of such time in accordance with its terms shall automatically be forfeited
    and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit to Participant, provided that such provision
    may be amended in any Award Agreement.
	 	 	 
	 	(c)	The
    Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award
    will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence additional of specified events, in addition
    to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination
    of such Participant’s status as Service Provider for Cause or any specified action or inaction by a Participant, whether before
    or after such termination of service, that would constitute Cause for termination of such Participant’s status as a Service
    Provider.


 


Section
4.13 Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator
makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the
determination will be provided to each Participant within a reasonable time after the date of such grant.


 


Section
4.14 Term of Plan. This Plan will become effective upon its adoption by the Board. It will continue in effect for
a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 4.15.


 


Section
4.15 Amendment and Termination of this Plan.


 


	 	(a)	Amendment
    and Termination. The Administrator may at any time amend, alter, suspend or terminate this Plan.
	 	 	 
	 	(b)	Shareholder
    Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply
    with Applicable Laws.
	 	 	 
	 	(c)	Effect
    of Amendment or Termination. No amendment, alteration, suspension or termination of this Plan will impair the rights of any Participant,
    unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by
    the Participant and the Company. Termination of this Plan will not affect the Administrator’s ability to exercise the powers
    granted to it hereunder with respect to Awards granted under this Plan prior to the date of such termination.


 


Section
4.16 Conditions Upon Issuance of Shares.


 


	 	(a)	Legal
    Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
    and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
    with respect to such compliance.


 




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	 	(b)	Investment
    Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
    and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
    to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


Section
4.17 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any
state, federal or non-U.S. law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on
which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration,
qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of
any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which
such requisite authority, registration, qualification or rule compliance will not have been obtained.


 


Section
4.18 Shareholder Approval. This Plan will be presented for approval by the shareholders of the Company within twelve (12)
months after the date this Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree
required under Applicable Laws. No Option granted under this Plan may be treated as an Incentive Stock Option if this Plan is not
approved by shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board.


 


Section
4.19 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards
may be included as “compensation” for purposes of computing the benefits payable to any Participant under the
Company’s or any of its Affiliates’ retirement plans (both qualified and non-qualified) or welfare benefit plans unless
such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s
benefit.


 


Section
4.20 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written
designation of a beneficiary who is to receive any benefit under this Plan to which the Participant is entitled in the event of such
Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations
by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in
writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the
Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse.
If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death,
the Company will pay any remaining unpaid benefits to the Participant’s legal representative.


 


Section
4.21 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal
or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions (or any part thereof) of this Plan shall not in any way be affected or
impaired thereby.


 




    	28



    	 



    

 


Section
4.22 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise
affect the Company’s or any of its Affiliate’s right or power to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any
part of its business or assets; or (b) limit the right or power of the Company any of its Affiliates to take any action which such
entity deems to be necessary or appropriate.


 


Section
4.23 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts
payable to Participants pursuant to this Plan shall be considered unfunded and unsecured obligations for all purposes, including,
without limitation, Title I of the Employee Retirement Income Security Act of 1974. Neither the Company nor any of its Affiliates
shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with
respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust
investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance
of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Administrator,
the Company or any of its Affiliates and a Participant, or otherwise create any vested or beneficial interest in any Participant or
the Participant’s creditors in any assets of the Company or any of its Affiliates. The Participants shall have no claim
against the Company or any of its Affiliates for any changes in the value of any assets which may be invested or reinvested by the
Company with respect to this Plan.


 


Section
4.24 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction
and performance of this Plan and each Award Agreement shall be governed by the laws of the State of Nevada, without regard to its
conflict of law rules.


 


***


 




    	29



    	 



    

 


Exhibit
A


Form
of Option Award Agreement


 





 



 


Clubhouse
Media Group, Inc.


Option
Award Agreement


 


This
grant of an Award to purchase Shares (“Grant”) is made as of [_______________] (the “Effective Date”) by Clubhouse
Media Group, Inc., a Nevada corporation (the “Company”) under the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan
(the “Plan”), to [__________________] (the “Participant”). Under applicable
provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified option].


 


By
signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein
and in this Plan.


 


Participant Name:  _____________________________


Signature: _____________________________ 



 


	Clubhouse
    Media Group, Inc.	 
	 	 
	By:	       	 
	Name:	 	 
	Title:	 	 


 


This
is not a stock certificate or a negotiable instrument. This grant of Option is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges


that the Company has no obligation to make additional grants in
the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING


ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE OPTIONS GRANTED TO YOU.


 


***




    	A-1



    	 



    

 


	1.	Grant.
    As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms and
    conditions hereinafter set forth all or any part of an aggregate of [________________] shares of the Company’s Common Stock,
    par value $0.001 per share, (the “Option Shares”), at the purchase price of $[____________] per share (the “Option
    Price”). The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect
    to the following number of Option Shares on or after the following dates: 


 


	Date	 	Number
    of Options Vested and Shares Which May be Acquired
	 	 	 
	 	 	 


 


The
Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.


 


	2.	Term.
    The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on [______________], unless sooner terminated
    as provided in in this Section 2.
	 	 
	3.	Change
    in Accounting Treatment. If the Administrator finds that a change in the financial accounting treatment for options granted under
    this Plan adversely affects the Company or, in the determination of the Administrator, may adversely affect the Company in the foreseeable
    future, the Administrator may, in its discretion, set an accelerated termination date for the Option. In such event, the Administrator
    may take whatever other action, including acceleration of any exercise provisions, it deems necessary.
	 	 
	4.	Blackout
    Periods. The Administrator reserves the right to suspend or limit the Participant’s rights to exercise and sell Shares
    acquired through the exercise of Options to comply with Applicable Requirements and any Company’s insider trading policy, any
    Applicable Law, or at any other times that it deems appropriate.
	 	 
	5.	Transfers.
    Except as otherwise provided herein or in any separate provisions applicable to this Option, the Option is transferable by the Participant
    only by will or pursuant to the laws of descent and distribution in the event of the Participant’s death, in which event the
    Option may be exercised by the heirs or legal representatives of the Participant as set forth in this Plan. Any attempt at assignment,
    transfer, pledge or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar
    process upon the Option shall be null and void and without effect. Any exercise of the Option by a Person other than the Participant
    shall be accompanied by appropriate proofs of the right of such person to exercise the Option.


 




    	A-2



    	 



    

 


	6.	Adjustments
    on Changes in Common Stock. In the event that, prior to the delivery by the Company of all of the Option Shares in respect of
    which the Option is granted, there shall be an increase or decrease in the number of issued shares of Common Stock of the Company
    as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other
    increase or decrease in such Shares, effected without receipt of consideration by the Company, the remaining number of Option Shares
    still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator so that the
    adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number of Option
    Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment
    shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible
    into Shares.
	 	 
	7.	Legal
    Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal
    or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with
    the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option
    Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent or approval
    shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause
    a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment
    and have not been registered.
	 	 
	8.	Administration.
    The Option has been granted pursuant to, and is subject to the terms and provisions of, this Plan. All questions of interpretation
    and application of this Plan and the Option shall be determined by the Administrator, and such determination shall be final, binding
    and conclusive. The Option shall not be treated as an incentive stock option (as such term is defined in section 422(b) of the Code)
    for federal income tax purposes unless expressly indicated as same hereupon.
	 	 
	9.	Severability.
    Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the
    intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto,
    modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’
    intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely,
    knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.
	 	 
	10.	Notices.
    Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to
    be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records
    of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be
    deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and
    with proper postage and registration or certification fees prepaid.
	 	 
	11.	Reservation
    of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant
    in its applicable capacity as a Service Provider at any time for any reason whatsoever.
	 	 
	12.	Choice
    of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of
    the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the application of the laws
    of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY
    IN THE COURTS OF THE STATE OF CALIFORNIA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN LOS ANGELES COUNTY,
    CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
	 	 
	13.	Taxes.
    You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding
    of such income or other taxes as may be required by law to be paid or withheld in connection with the Options and exercise thereof.


 


***


 




    	A-3



    	 



    

 


Exhibit
B


 


Form
of Stock Appreciation Right Award Agreement


 





 



 


Clubhouse
Media Group, Inc.


Stock
Appreciation Rights Award Agreement


 


	Number
    of SARs	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 
	 	 	 	 	 


 


Exercise
Price: $_______________ per share of Common Stock


 


Clubhouse
Media Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation
Rights Award Agreement and the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement
and this Plan.


 


Participant:  _____________________________


Signature:  _____________________________



 


	Clubhouse
    Media Group, Inc.	 
	 	 
	By:	      	 
	Name:	 	 
	Title:	 	 


 


This
is not a stock certificate or a negotiable instrument. This grant of SAR is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SAR GRANTED TO YOU.


 




    	B-1



    	 



    

 


Clubhouse
Media Group, Inc.


 


STOCK
APPRECIATION RIGHTS AWARD AGREEMENT


 


	1.	SAR/Nontransferability.
    This Stock Appreciation Rights Award Agreement (this “Agreement”) evidences the grant to you on the Grant Date set forth
    on the cover page of this Agreement the Stock Appreciation Right as set forth therein (the “SAR”) under the Clubhouse
    Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”). These SARs represent the right to receive, upon exercise thereof,
    an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends to the extent dividends are paid on the
    Common Stock of the Company. Your SAR may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise,
    nor may the SAR be made subject to execution, attachment or similar process. Any capitalized, but undefined, term used in this Agreement
    shall have the meaning ascribed to it in this Plan.
	 	 
	2.	The
    Plan. The SAR is issued in accordance with and is subject to and conditioned upon all of the terms and conditions of this Agreement
    and this Plan as amended from time to time; provided, however, that no future amendment or termination of this Plan shall, without
    your consent, alter or impair any of your rights or obligations under this Plan, all of which are incorporated by reference in this
    Agreement as if fully set forth herein.
	 	 
	3.	Cash
    Value Determination upon Vesting and Exercise. Subject to the terms and conditions set forth in this Agreement, the SARs covered
    by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service
    Provider of the Company on the Date of Vesting. The payment of the value of the SARs shall be made no later than ten (10) days following
    exercise. The payment of amounts with respect to the SARs is subject to the provisions of this Plan and to interpretations, regulations
    and determinations concerning this Plan as established from time to time by the Administrator in accordance with the provisions of
    this Plan, including, but not limited to, provisions relating to (i) rights and obligations with respect to withholding taxes, (ii)
    capital or other changes of the Company and (iii) other requirements of applicable law.
	 	 
	4.	No
    Shareholder Rights. SARs are not Shares. Neither the Participant, nor any Person entitled to exercise the Participant’s
    rights in the event of the Participant’s death, shall have any of the rights and privileges of a holder of Shares.
	 	 
	5.	Severability.
    Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the
    intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto,
    modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’
    intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely,
    knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.
	 	 
	6.	Notices.
    Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to
    be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records
    of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be
    deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and
    with proper postage and registration or certification fees prepaid.
	 	 
	7.	Reservation
    of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant
    in its applicable capacity as a Service Provider at any time for any reason whatsoever.
	 	 
	8.	Choice
    of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of
    the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the application of the laws
    of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY
    IN THE COURTS OF THE STATE OF CALIFORNIA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN LOS ANGELES COUNTY,
    CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
	 	 
	9.	Taxes.
    You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding
    of such income or other taxes as may be required by law to be paid or withheld in connection with the SARs.


 


***


 






    	B-2



    	 



    

 




Exhibit C


 


Form
of Restricted Stock Award Agreement


 





 



 


Clubhouse
Media Group, Inc.


Restricted
Stock Award Agreement


 


	Number
    of Shares	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 
	 	 	 	 	 


 


Clubhouse
Media Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted
Stock Award Agreement and the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and
this Plan.


 


Participant:  _____________________________


Signature:  ____________________________



 


	Clubhouse
    Media Group, Inc.	 
	By:	      	 
	Name:	 	 
	Title:	 	 


 


This
is not a stock certificate or a negotiable instrument. This grant of Shares is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SHARES GRANTED TO YOU.


 




    	C-1



    	 



    

 


Clubhouse
Media Group, Inc.


 


RESTRICTED
STOCK AWARD AGREEMENT


 


	1.	Award.
    This Restricted Stock Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth
    on the cover page of this Agreement the shares of Restricted Stock as set forth therein (the “Shares”) under the Clubhouse
    Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”). Any capitalized, but undefined, term used in this Agreement
    shall have the meaning ascribed to it in this Plan.
	 	 
	2.	Non-Transferability
    of the Shares. Your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise,
    nor may the Shares be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding
    provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement
    are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned,
    pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise
    dispose of any right to benefits payable hereunder shall be void. Your rights to your Shares are no greater than that of other general,
    unsecured creditors of the Company.
	 	 
	3.	Vesting.
    Subject to the terms and conditions set forth in this Agreement, the Shares covered by this grant shall vest on the vesting date
    set forth on the cover page of this Agreement, provided the Participant is a Service Provider of the Company or a member of the Company
    Group on the Date of Vesting.
	 	 
	4.	Delivery
    of Shares.


 


	 	(a)	Vesting.
    Shares that vest (together with any payment due pursuant to the terms herein in respect of such Shares) shall be delivered to Participant
    (or the person to whom ownership rights may have passed by will or the laws of descent and distribution), on or as soon as administratively
    practicable after, the date of such vesting.
	 	 	 
	 	(b)	Certain
    Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares, if any, by reason of Participant’s
    termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of
    employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been
    a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition
    of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury
    Regulation Section 1.409A-1(h)).


 


	5.	Withholding
    Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with
    respect to the date the Shares are delivered. If Participant does not arrange for payment of the applicable withholding taxes by
    providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant
    shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred
    to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding
    the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the
    Company in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation payable to
    him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.


 




    	C-2



    	 



    

 


	6.	Legal
    Requirements. If the listing, registration or qualification of Shares deliverable in respect of an Shares upon any securities
    exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition
    of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and
    until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered
    unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention
    to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose
    any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with
    the Securities Act of 1933, as amended.
	 	 
	7.	Severability.
    Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the
    intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto,
    modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’
    intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely,
    knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.
	 	 
	8.	Notices.
    Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to
    be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records
    of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be
    deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and
    with proper postage and registration or certification fees prepaid.
	 	 
	9.	Reservation
    of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant
    in its applicable capacity as a Service Provider at any time for any reason whatsoever.
	 	 
	10.	Choice
    of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of
    the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the application of the laws
    of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY
    IN THE COURTS OF THE STATE OF CALIFORNIA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN LOS ANGELES COUNTY,
    CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
	 	 
	11.	Taxes.
    You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding
    of such income or other taxes as may be required by law to be paid or withheld in connection with the Restricted Stock.


 


***


 




    	C-3



    	 



    

 


Exhibit
D


 


Form
of Restricted Unit Award Agreement


 





 



 


Clubhouse
Media Group, Inc.


Restricted
Unit Award Agreement


 


	Number
    of Restricted Stock Units	 	Grant
    Date	 	Vesting
    Schedule/Performance Period/Performance Vesting Requirements
	 	 	 	 	 
	 	 	 	 	 


 


Clubhouse
Media Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant
to the terms of the attached Restricted Unit Award Agreement and the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and
this Plan.


 


Participant:  _____________________________


Signature:  ____________________________



 


	Clubhouse
    Media Group, Inc.	 
	By:	      	 
	Name:	 	 
	Title:	 	 


 


This
is not a stock certificate or a negotiable instrument. This grant of RSUs is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE RSUs GRANTED TO YOU.


 




    	D-1



    	 



    

 


Clubhouse
Media Group, Inc.


 


RESTRICTED
UNIT AWARD AGREEMENT


 


	1.	Award.
    This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth
    on the cover page of this Agreement the Restricted Stock Units as set forth therein (the “Restricted Stock Units” or
    “RSUs”) under the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “Plan”). As used herein, the
    term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which is deemed for bookkeeping
    purposes to be equivalent to one outstanding Share solely for purposes of this Plan and this Agreement. The Restricted Stock Units
    shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Restricted
    Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund
    of any kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.
	 	 
	2.	Non-Transferability
    of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor
    may the RSUs be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding
    provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement
    are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned,
    pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise
    dispose of any right to benefits payable hereunder shall be void. Your rights to your RSUs are no greater than that of other general,
    unsecured creditors of the Company.
	 	 
	3.	Vesting.
    Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this grant shall vest on the vesting date set
    forth on the cover page of this Agreement and subject to the satisfaction or attainment of the performance criteria set forth therein,
    if any, provided the Participant is employed by the Company on the date of vesting. The Administrator may not accelerate vesting
    of Restricted Stock Units for any reason.
	 	 
	4.	Dividends.
    Participant shall not be entitled to any cash, securities or property that would have been paid or distributed as dividends with
    respect to the RSUs subject to this Agreement prior to the date the RSUs are delivered to Participant; provided, however, that the
    Company shall keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant the amount of such
    dividends (in cash or in kind as determined by the Company) on the same date that the RSUs to which such payments or distributions
    relate are required to be delivered under this Agreement.
	 	 
	5.	Timing
    and Manner of Payment on RSUs.


 


	 	(a)	On
    or as soon as administratively practical following the vesting event pursuant to this Agreement (and in all events not later than
    two and one-half (21⁄2) months after such vesting event), the Company shall deliver to the Participant a number of Shares (either
    by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company
    in its discretion) equal to the number of Shares subject to the RSU that vest on the Vesting Date, less any withholding or expenses
    as set forth herein, or may settle the RSU in cash or other payment as provided in this Plan, as determined by the Administrator.
    The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition
    precedent that the Participant or other person entitled under this Plan to receive any Shares or payment with respect to the vested
    RSUs deliver to the Company any representations or other documents or assurances required pursuant to this Plan. The Participant
    shall have no further rights with respect to any RSUs that are paid or that terminate pursuant to this Agreement or this Plan.


 




    	D-2



    	 



    

 


	 	(b)	Certain
    Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares or other payment, if any, with respect
    to RSUs by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date
    of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination
    of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator
    consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A,
    and as set forth in Treasury Regulation Section 1.409A-1(h)).


 


	6.	Rights
    of Participant. Participant shall have none of the rights of a shareholder at any time prior to the delivery of any Shares pursuant
    to the RSUs subject to this Agreement, except as expressly set forth in this Plan or herein.
	 	 
	7.	Withholding
    Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with
    respect to the date the RSUs are settled. If Participant does not arrange for payment of the applicable withholding taxes by providing
    such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall
    be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant
    having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date
    of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company
    in cash, or an amount in cash if the RSU is settled in cash. Participant authorizes the Company to withhold in accordance with applicable
    law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with
    this Agreement.
	 	 
	8.	Legal
    Requirements. If the listing, registration or qualification of Shares deliverable in respect of an RSU upon any Securities Exchange
    or any Applicable Requirement, or the consent or approval of any governmental regulatory body is necessary as a condition of or in
    connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until
    such Applicable Requirements shall have been effected or obtained. If registration is considered unnecessary by the Company or its
    counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been
    acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the
    Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933,
    as amended.
	 	 
	9.	Severability.
    Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the
    intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto,
    modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’
    intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely,
    knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.
	 	 
	10.	Notices.
    Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to
    be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records
    of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be
    deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and
    with proper postage and registration or certification fees prepaid.
	 	 
	11.	Reservation
    of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant
    in its applicable capacity as a Service Provider at any time for any reason whatsoever.
	 	 
	12.	Choice
    of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of
    the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the application of the laws
    of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY
    IN THE COURTS OF THE STATE OF CALIFORNIA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN LOS ANGELES COUNTY,
    CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
	 	 
	13.	Taxes.
    You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding
    of such income or other taxes as may be required by law to be paid or withheld in connection with the RSUs.


 


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