Exhibit 4.14


 


CURATIVE
BIOTECHNOLOGY, INC.


2021
EQUITY INCENTIVE PLAN


 


1.
Purposes of the Plan . The purposes of this Plan are:


 


	 	●	to
    attract and retain the best available personnel for positions of substantial responsibility,
	 	 	 
	 	●	to
    provide additional incentive to Employees, Directors and Consultants, and
	 	 	 
	 	●	to
    promote the success of the Company’s business.


 


The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Units and Performance Shares.


 


2.
Definitions. As used herein, the following definitions will apply:


 


(a)
“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan.


 


(b)
“Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures)
controlling, controlled by, or under common control with the Company.


 


(c)
“Applicable Laws “ means the legal and regulatory requirements relating to the administration of equity-based awards
and the related issuance of Shares thereunder, including but not limited to 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 the Plan.


 


(d)
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Units or Performance Shares.


 


(e)
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each
Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(f)
“Board” means the Board of Directors of the Company.


 


(g)
“Change in Control” means the occurrence of any of the following events:


 


(i)
Change in Ownership of the Company. A change in the ownership of the Company that 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 subsection, 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 and (b) any acquisition
of stock by a Person from the Company in a transaction or issuance (including pursuant to Equity Awards) approved by the Board or a committee
thereof, that results in such parties owning 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 stockholders 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 subsection (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; or


 




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(ii)
Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, 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 with individuals whose appointment or election to the Board 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 subsection (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; or


 


(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 subsection (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 stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder 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 this subsection (iii)(B)(3). For purposes of this subsection (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.


 


For
purposes of this Section 2(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 Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its primary purpose
is to change the jurisdiction of the Company’s incorporation, or (ii) its primary 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.


 


(h)
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation
thereunder will 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.


 




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(i)
“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board,
or a duly authorized committee of the Board, in accordance with Section 4 hereof.


 


(j)
“Common Stock” means the par value $0.0001, common stock of the Company.


 


(k)
“Company” means Curative Biotechnology, Inc., a Florida corporation, or any successor thereto.


 


(l)
“Consultant” means any natural person, including an advisor, engaged by the Company, a Parent or Subsidiary, or an
Affiliate 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.


 


(m)
“Director” means a member of the Board or of the board of directors of an Affiliate.


 


(n)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, 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.


 


(o)
“Dividend Equivalent” means a credit, made at the discretion of the Administrator or as otherwise provided by the
Plan, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award
held by such Participant.


 


(p)
“Employee” means any person, including Officers and Directors, employed by the Company, any Parent or Subsidiary,
or an Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.


 


(q)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(r)
“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 increased or reduced. The Administrator will
determine the terms and conditions of any Exchange Program in its sole discretion.


 


(s)
“Fair Market Value” means, the closing sales price for Common Stock as quoted on any established stock exchange, national
market system or quotation system (including without limitation the New York Stock Exchange, NASDAQ Global Select Market, the NASDAQ
Global Market, the NASDAQ Capital Market of The NASDAQ Stock Market, the OTCQB, OTCQX, or the Pink Sheets) on which the Common Stock
is listed on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable. If the determination date for the Fair Market Value occurs on a non-trading
day (i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately preceding trading day, unless otherwise
determined by the Administrator. In the absence of an established market for the Common Stock, the Fair Market Value thereof will be
determined in good faith by the Administrator.


 




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The
determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable
Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.


 


(t)
“Fiscal Year” means the fiscal year of the Company.


 


(u)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section
422 of the Code and the regulations promulgated thereunder.


 


(v)
“Inside Director” means a Director who is an Employee.


 


(w)
“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an
Incentive Stock Option.


 


(x)
“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.


 


(y)
“Option” means a stock option granted pursuant to the Plan.


 


(z)
“Outside Director” means a Director who is not an Employee.


 


(aa)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code.


 


(bb)
“Participant” means the holder of an outstanding Award.


 


(cc)
“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 10.


 


(dd)
“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 10.


 


(ee)
“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.


 


(ff)
“Plan” means this 2021 Equity Incentive Plan.


 


(gg)
“Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued
pursuant to the early exercise of an Option.


 


(hh)
“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share,
granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(ii)
“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 the Plan.


 




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(jj)
“Section 16(b)” means Section 16(b) of the Exchange Act.


 


(kk)
“Section 409A” means 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.


 


(ll)
“Securities Act” means the Securities Act of 1933, as amended.


 


(mm)
“Service Provider” means an Employee, Director or Consultant.


 


(nn)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.


 


(oo)
“Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section
9 is designated as a Stock Appreciation Right.


 


(pp)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section
424(f) of the Code.


 


3.
Stock Subject to the Plan.


 


(a)
Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section
3(b) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan during the fiscal year ended December 31,
2021, is 53,852,119 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Shares shall not be deemed to have
been issued pursuant to the Plan (i) with respect to any portion of an Award that is settled in cash, or (ii) to the extent such Shares
are withheld in satisfaction of tax withholding obligations.


 


(b)
Automatic Share Reserve Increase. Subject to the provisions of Section 14 of the Plan, the number of Shares available for issuance
under the Plan will be increased on January 1 of each year beginning on January 1, 2021, in such an amount so that the number of shares
available for issuance under the Plan shall equal ten percent (10%) of the outstanding shares of all classes of the Company’s common
stock on the last day of the immediately preceding Fiscal Year as determined by the Administrator.


 


(c)
Lapsed Awards. If an Award expires or becomes unexercisable 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 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 the Plan
(unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued)
pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights
will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued
under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the 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, such Shares will become available for future grant under the Plan.
Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available
for future grant or sale under the Plan. To the extent an Award under the 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 the Plan. Notwithstanding the foregoing and, subject to
adjustment as provided in Section 14, 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 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury
Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c).


 




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(d)
Share Reserve . 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 the Plan.


 


4.
Administration of the Plan.


 


(a)
Procedure.


 


(i)
Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the
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, the 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 the 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 the Plan;


 


(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not 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 institute and determine the terms and conditions of an Exchange Program;


 


(vii)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)
to prescribe, amend and rescind rules and regulations relating to the 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;


 




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(ix)
to modify or amend each Award (subject to Section 19 of the Plan), including but not limited to the discretionary authority to extend
the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(b) of the Plan
regarding Incentive Stock Options);


 


(x)
to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 15 of the Plan;


 


(xi)
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;


 


(xii)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant
under an Award;


 


(xiii)
to reduce the exercise price of Options granted under the Plan, but not below the Fair Market Value on the date of such adjustment; and


 


(xiv)
to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)
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.


 


5.
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 of the Company, or
any Parent or Subsidiary.


 


6.
Stock Options.


 


(a)
Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, 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 6(a), 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.


 


(b)
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 ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, 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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(c)
Option Exercise Price and Consideration.


 


(i)
Exercise Price. The per share exercise price for the Shares to be issued pursuant to 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 on the date of grant
or (B) granted to any Employee other than an Employee described in paragraph (A) 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.


 


(3)
Notwithstanding the foregoing, 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, Section 424(a)
of the Code.


 


(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 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 the 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.


 


(d)
Exercise of Option.


 


(i)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the
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) a 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 withholding taxes). Full payment may consist of
any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the 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 stockholder 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 14 of the Plan. Exercising an Option in any manner will decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.


 




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(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 the 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 the 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 the 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 the Plan.


 


(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 the 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 the Plan.


 


(v)
Tolling Expiration. A Participant’s Award Agreement may also provide that:


 


(1)
if the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon the Participant’s
death or Disability) would result in liability under Section 16(b) of the Exchange Act, then the Option will terminate on the earlier
of (A) the expiration of the term of the Option set forth in the Award Agreement, or (B) the tenth (10th) day after the last
date on which such exercise would result in liability under Section 16(b) of the Exchange Act; or


 


(2)
if the exercise of the Option following the termination of the Participant’s status as a Service Provider (other than upon the
Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration
requirements under the Securities Act, then the Option will terminate on the earlier of (A) the expiration of the term of the Option
or (B) the expiration of a period of thirty (30)-day period after the termination of the Participant’s status as a Service Provider
during which the exercise of the Option would not be in violation of such registration requirements.


 




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7.
Restricted Stock.


 


(a)
Grant of Restricted Stock. Subject to the terms and provisions of the 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 7 or the Award Agreement, 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 7, Shares of Restricted Stock covered by each Restricted
Stock grant made under the 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.


 


(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 the Plan.


 


8.
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 the 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.


 




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(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. 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 only settle earned Restricted
Stock Units in cash, Shares, or a combination of both.


 


(e)
Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


(f)
Voting Rights, Dividend Equivalents 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 receive Dividend Equivalents with respect to the
payment of cash dividends on Shares having a record date prior to the date on which the Restricted Stock Units held by such Participant
are settled or forfeited. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted
Stock Units as of the date of payment of such cash dividends on Shares. The number of additional Restricted Stock Units (rounded to the
nearest whole number) to be so credited shall be determined by dividing (i) the amount of cash dividends paid on such date with respect
to the number of Shares represented by the Restricted Stock Units previously credited to the Participant by (ii) the Fair Market Value
per Share on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions, including but not limited
to vesting 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. Settlement of Dividend Equivalents may be made in cash, Shares, or a combination thereof as determined
by the Administrator. In the event of a dividend or distribution paid in Shares or any other adjustment made upon a change in the capital
structure of the Company as described in Section 14(a) 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 normal 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.


 


9.
Stock Appreciation Rights.


 


(a)
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the 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.


 




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(b)
Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted
to any Service Provider.


 


(c)
Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation
Right 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 the Plan, will have complete discretion to determine
the terms and conditions of Stock Appreciation Rights granted under the Plan.


 


(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.


 


(e)
Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire ten (10) years from the
date of grant or such shorter term as may be provided in the Award Agreement, as determined by the Administrator, in its sole discretion.
Notwithstanding the foregoing, the rules of Section 6(d) 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; times


 


(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.


 


10.
Performance Units and Performance Shares.


 


(a)
Grant of Performance Units/Shares. Performance Units and Performance Shares 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 Award of
Performance Units/Shares 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. 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.


 




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(d)
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.


 


(e)
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/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.


 


(f)
Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under the Plan.


 


(g)
Voting Rights, Dividend Equivalents and Distributions. Participants shall have no voting rights with respect to Shares represented
by Performance Units and/or Performance Shares 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 Award of Performance Shares that the Participant shall be entitled to receive Dividend Equivalents
with respect to the payment of cash dividends on Shares having a record date prior to the date on which the Performance Shares are settled
or forfeited. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Performance Shares
as of the date of payment of such cash dividends on Shares. The number of additional Performance Units or Performance Shares, as applicable,
(rounded to the nearest whole number) to be so credited shall be determined by dividing (i) the amount of cash dividends paid on such
date with respect to the number of Shares represented by the Performance Shares previously credited to the Participant by (ii) the Fair
Market Value per Share on such date. Such additional Performance Shares shall be subject to the same terms and conditions, including
but not limited to vesting conditions, and shall be settled in the same manner and at the same time (or as soon thereafter as practicable)
as the Performance Units or Performance Shares, as applicable, originally subject to the Award of Performance Units or Performance Shares,
as applicable. Settlement of Dividend Equivalents 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. Dividend Equivalents shall not be paid with respect
to Performance Units. In the event of a dividend or distribution paid in Shares or any other adjustment made upon a change in the capital
structure of the Company as described in Section 14(a) appropriate adjustments shall be made in the Participant’s Award of Performance
Shares so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property
(other than normal 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.


 


11.
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
or Affiliate. 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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12.
Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or 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.


 


13.
Insider Trading Policy. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to
time covering transactions in the Company’s securities by Employees, officers and/or Directors of the Company.


 


14.
Adjustments; Dissolution or Liquidation; Merger or Change in Control.


 


(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 the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number,
class, and price of Shares covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan.


 


(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. 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; (v) with respect only to an Award (or portion thereof) that is unvested
as of immediately prior to the effective time of the merger or Change in Control, the termination of the Award immediately prior to the
effective time of the merger or Change in Control with such payment to the Participant (including no payment) as the Administrator determines
in its discretion; or (vi) any combination of the foregoing. In taking any of the actions permitted under this subsection 13(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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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. 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 vested Option or Stock Appreciation
Right will terminate upon the expiration of such period.


 


For
the purposes of this subsection 14(c), 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 Shares, or Performance Units 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.


 


Notwithstanding
anything in this Section 14(c) to the contrary, if a payment 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 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.


 


Notwithstanding
anything in this Section 14(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; 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.


 




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15.
Tax.


 


(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 obligations are 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 U.S. federal, state, or local taxes, non-U.S. taxes, or other taxes (including
the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).


 


(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 (without limitation) (i) paying
cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value not in excess of the
maximum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a fair market value not
in excess of the maximum statutory amount required to be withheld, (iv) any other method approved by the Administrator and consistent
with Applicable Laws, or (v) any combination of the foregoing methods of payment. 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.


 


(c)
Compliance With 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 Section 409A such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to meet the requirements of 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 Section 409A the Award will be granted, paid, settled or deferred in
a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to
the additional tax or interest applicable under Section 409A. In no event will the Company (or any Parent or Subsidiary of the Company,
as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A.


 


16.
No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider, nor will they interfere in any way with the Participant’s right or
the right of the Company (or any Parent, Subsidiary, or Affiliate) to terminate such relationship at any time, with or without cause,
to the extent permitted by Applicable Laws.


 


17.
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.


 


18.
Term of Plan. Subject to Section 23 of the Plan, the 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 19 of the Plan.


 


19.
Amendment and Termination of the Plan.


 


(a)
Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.


 


(b)
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 




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(c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially 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 the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


20.
Conditions Upon Issuance of Shares.


 


(a)
Legal Compliance. Shares will not be issued pursuant to 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.


 


(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.


 


21.
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 U.S. federal or state
law, any non-U.S. law, or 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.


 


22.
Forfeiture Events. 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 the reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the
contrary under this Plan, an Award shall be subject to the Company’s clawback policy as may be established and/or amended from
time to time to comply with Applicable Laws (the “Clawback Policy”). The Administrator may require a Participant to forfeit,
return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy
or as necessary or appropriate to comply with Applicable Laws.


 


23.
Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under
Applicable Laws.


 


24.
Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed
in accordance with, the internal laws of the State of Florida, without regard to conflict of law principles that would result in any
application of any law other than the law of the State of Florida.


 




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