Exhibit 4.8


 


Medifirst
Solutions, Inc.


2018
EQUITY INCENTIVE PLAN





 



 


This
Medifirst Solutions, Inc. 2018 EQUITY Incentive Plan (the
“Plan”) is designed to retain directors, executives and selected employees and consultants and reward them for
making contributions to the success of the Company.  These objectives are accomplished by making long-term incentive
awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.


 


	1.	Definitions.


 


	 	(a)	“Board”
    - The Board of Directors of the Company.


 


	 	(b)	“Change
    in Control” - Means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:


 


	 	(i)	The
    acquisition in one transaction by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
    Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the
    Exchange Act) of shares or other securities (as defined in Section 3(a)(10) of the Exchange Act) representing 51% or more
    of outstanding Stock of the Company; provided, however, that a Change in Control as defined in this clause (i)
    shall not be deemed to occur in connection with any acquisition by the Company, an employee benefit plan of the Company or
    any Person who immediately prior to the effective date of this Plan is a holder of Stock (a “Current Stockholder”)
    so long as such acquisition does not result in any Person other than the Company, such employee benefit plan or such Current
    Stockholder beneficially owning shares or securities representing 51% or more of the outstanding; or


 


	 	(ii)	Any
    election has occurred of persons as directors of the Company that causes two-thirds or more of the Board to consist of persons
    other than (i) persons who were members of the Board on the effective date of this Plan and (ii) persons who were nominated
    by the Board for election as members of the Board at a time when at least two-thirds of the Board consisted of persons who
    were members of the Board on the effective date of this Plan; provided, however, that any person nominated for
    election by the Board when at least two-thirds of the members of the Board are persons described in subclause (i) or (ii)
    and persons who were themselves previously nominated in accordance with this clause (2) shall, for this purpose, be deemed
    to have been nominated by a Board composed of persons described in subclause (ii) and that a Change in Control as defined
    in this clause (ii) shall not apply to a Board consisting of less than three members; or


 


	 	(iii)	Approval
    by the stockholders of the Company of a reorganization, merger, consolidation or similar transaction (a “Reorganization
    Transaction”), in each case, unless, immediately following such Reorganization Transaction, more than 50% of, respectively,
    the outstanding shares of common stock (or similar equity security) of the corporation or other entity resulting from or surviving
    such Reorganization Transaction and the combined voting power of the securities of such corporation or other entity entitled
    to vote generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and
    entities who were the respective beneficial owners of the outstanding Stock immediately prior to such Reorganization Transaction
    in substantially the same proportions as their ownership of the outstanding Stock immediately prior to such Reorganization
    Transaction; or


 


	 	(iv)	Approval
    by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition
    of all or substantially all of the assets of the Company to a corporation or other entity, unless, with respect to such corporation
    or other entity, immediately following such sale or other disposition more than 50% of, respectively, the outstanding shares
    of common stock (or similar equity security) of such corporation or other entity and the combined voting power of the securities
    of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially owned, directly
    or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding Stock immediately
    prior to such sale or disposition in substantially the same proportions as their ownership of the outstanding Stock immediately
    prior to such sale or disposition.


 


	 	(c)	“Code”
    - The Internal Revenue Code of 1986, as amended from time to time.


 


	 	(d)	“Company”
    - Medifirst Solutions, Inc. and its subsidiaries including subsidiaries of subsidiaries.


 


	 	(e)	“Exchange Act”
    - The Securities Exchange Act of 1934, as amended from time to time.


 


	 	(f)	“Fair
    Market Value” - The fair market value of the Company’s issued and outstanding Stock as determined in good faith by
    the Board.


 


	 	(g)	“Grant”
- The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination, or in tandem,
to a Participant pursuant to such terms, conditions and limitations as the Board may establish in order to fulfill the objectives
of the Plan.


 






     

    


    

 


	 	(h)	“Grant
    Agreement” - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations
    applicable to a Grant.


 


	 	(i)	“Option”
    - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company’s
    Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred
    to as an “Optionee.”


 


	 	(j)	“Participant”
    - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan.


 


	 	(k)	“Restricted
    Stock Purchase Offer” - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written
    agreement issued under the Plan.


 


	 	(l)	“Securities
    Act” - The Securities Act of 1933, as amended from time to time.


 


	 	(m)	“Stock”
    - Authorized and issued or unissued shares of common stock of the Company.


 


	 	(n)	“Stock
    Award” - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not obligated
    to pay additional consideration.


 


	2.	Administration.
    The Plan shall be administered by the Board, provided, however, that the Board may delegate such administration
    to any committee of the Board it shall designate. Subject to the provisions of the Plan, the Board shall have authority to
    (a) grant, in its discretion, Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options,
    Stock Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by
    any Grant; (c) determine which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions
    to be included in such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations
    relating to its administration, and correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent
    with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date
    or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants without
    constituting termination of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations
    necessary or advisable for the Plan’s administration. The interpretation and construction by the Board of any provisions of
    the Plan or selection of Participants shall be conclusive and final. No member of the Board shall be liable for any action
    or determination made in good faith with respect to the Plan or any Grant made thereunder.


 


	3.	Eligibility.


 


	 	(a)	General:  The
    persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants to the Company. The
    term consultant shall mean any person, other than an employee, who is engaged by the Company to render services and is compensated
    for such services. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or director of the Company
    subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply with the
    requirements of Rule 16b-3.


 


	 	(b)	Incentive
    Stock Options:  Subject to shareholder approval of the Plan, Incentive Stock Options may only be issued to employees
    of the Company. Incentive Stock Options may be granted to officers or directors, provided they are also employees of the Company.
    Payment of a director’s fee shall not be sufficient to constitute employment by the Company.


 


The Company shall not
grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee holding the right to
exercise for the first time in any one calendar year, under all Incentive Stock Options granted under the Plan or any other plan
maintained by the Company, with respect to shares of Stock having an aggregate fair market value, determined as of the date the
Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan exceeds
such maximum for any reason other than a failure in good faith to value the Stock subject to such option, the excess portion of
such option shall be considered a Nonstatutory Option. To the extent the employee holds two (2) or more such Options which become
exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such Option as Incentive
Stock Options under the Federal tax laws shall be applied on the basis of the order in which such Options are granted. If, for
any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option shall
be considered a Nonstatutory Option.


 


	 	(c)	Nonstatutory
    Option:  The provisions of the foregoing Section 3(b) shall not apply to any Option designated as a “Nonstatutory
    Option” or which sets forth the intention of the parties that the Option be a Nonstatutory Option.


 


	 	(d)	Stock
    Awards and Restricted Stock Purchase Offers:  The provisions of this Section 3 shall not apply to any Stock
    Award or Restricted Stock Purchase Offer under the Plan.


 






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	4.	Stock.


 


	 	(a)	Authorized
    Stock: Stock subject to Grants may be either unissued or reacquired Stock.


 


	 	(b)	Number
    of Shares:  Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock
    which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly
    through exercise of Options granted under the Plan shall not exceed One-Hundred and Seventy-Five Million (175,000,000).  If
    any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration
    or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred
    with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof
    shall be available for future Grants as though not previously covered by a Grant.


 


	 	(c)	Reservation
    of Shares:  The Company shall reserve and keep available at all times during the term of the Plan such number
    of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall
    not include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from
    any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance
    of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares
    for which such requisite authority was so deemed necessary unless and until such authority is obtained.


 


	 	(d)	Application
    of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under
    Stock Purchase Agreements will be used for general corporate purposes.


 


	 	(e)	No
    Obligation to Exercise:  The issuance of a Grant shall impose no obligation upon the Participant to exercise
    any rights under such Grant.


 


	5.	Terms
    and Conditions of Options.


 


Options
granted hereunder shall be evidenced by agreements between the Company and the respective Optionees, in such form and substance
as the Board shall from time to time approve. Option agreements need not be identical, and in each case may include such provisions
as the Board may determine, but all such agreements shall be subject to and limited by the following terms and conditions:


 


	 	(a)	Number
    of Shares: Each Option shall state the number of shares to which it pertains.


 


	 	(b)	Exercise
    Price: Each Incentive Stock Option shall state the exercise price, which shall be determined as follows:


 


	 	(i)	Any
    Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section
    424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes
    of stock of the Company (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the Fair
    Market Value of the Stock as of the date of grant; and


 


	 	(ii)	Incentive
    Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise
    price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.


 


For
the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination
shall be conclusive and binding; provided however, that if there is a public market for such Stock, the Fair Market Value per
share shall be the average of the bid and asked prices on the date of grant of the Option, or if listed on a stock exchange, the
closing price on such exchange on such date of grant.


 


The
exercise price of each Nonstatutory Stock Option shall be determined at the discretion of the Board of Directors of the Corporation.


  


	 	(c)	Medium
    and Time of Payment:  The exercise price shall become immediately due upon exercise of the Option and shall
    be paid in cash or check made payable to the Company. Should the Company’s outstanding Stock be registered under Section 12(g)
    of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:


 


	 	(i)	in
    shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial
    reporting purposes and valued at Fair Market Value on the exercise date, or


 


	 	(ii)	through
    a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions
    (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company,
    out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable
    for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld
    by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly
    to such brokerage firm in order to complete the sale transaction.


 






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At
the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also
be paid (i) by Optionee’s delivery of a promissory note in form and substance satisfactory to the Company and permissible under
applicable securities rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less
than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax
laws, or (ii) in such other form of consideration permitted by the corporations law of the State of Nevada as may be acceptable
to the Board.


 


	 	(d)	Term
    and Exercise of Options:  Any Option granted to an employee of the Company shall become exercisable over a period
    of no longer than five (5) years. In no event shall any Option be exercisable after the expiration of ten (10) years from
    the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable
    after the expiration of five (5) years from the date of the Option. Unless otherwise specified by the Board in the resolution
    authorizing such Option, the date of grant of an Option shall be deemed to be the date upon which the Board authorizes the
    granting of such Option.


 


Each
Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may
provide. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable
or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments
(if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated
in the Option agreement, whether or not other installments are then exercisable.


 


	 	(e)	Termination
    of Status as Employee, Consultant or Director:  If Optionee’s status as an employee shall terminate for any
    reason other than Optionee’s disability or death, then Optionee (or if the Optionee shall die after such termination, but
    prior to exercise, Optionee’s personal representative or the person entitled to succeed to the Option) shall have the right
    to exercise the portions of any of Optionee’s Incentive Stock Options which were exercisable as of the date of such termination,
    in whole or in part, within 90 days after such termination (or, in the event of “termination for good cause”
    as that term is defined in case law related thereto, or by the terms of the Plan or the Option Agreement or an employment
    agreement, the Option shall automatically terminate as of the termination of employment as to all shares covered by the Option).


 


With
respect to Nonstatutory Options granted to employees, directors or consultants, the Board may specify such period for exercise,
not less than 90 days (except that in the case of “termination for cause” or removal of a director), the
Option shall automatically terminate as of the termination of employment or services as to shares covered by the Option, following
termination of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with respect
to installments that the Optionee could have exercised at the date of termination of employment or services. Nothing contained
herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company to
terminate the employment or services of an Optionee with or without cause.


 


	 	(f)	Disability
    of Optionee:  If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time of
    termination, the ninety (90) day period set forth in Section 5(e) shall be a period, as determined by the Board and set forth
    in the Option, of not less than six months nor more than one year after such termination.


 


	 	(g)	Death
    of Optionee:  If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of
    the Company, the portion of such Optionee’s Option which was exercisable at the date of death may be exercised, in whole or
    in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i)
    a period, as determined by the Board and set forth in the Option, of not less than six (6) months nor more than one (1) year
    after Optionee’s death, which period shall not be more, in the case of a Nonstatutory Option, than the period for exercise
    following termination of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser.
    The Option may be so exercised only with respect to installments exercisable at the time of Optionee’s death and not previously
    exercised by the Optionee.


 


	 	(h)	Nontransferability
    of Option:  No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.


 


	 	(i)	Recapitalization:  Subject
    to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and the exercise
    price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the
    number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination, subdivision or
    reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares
    affected without receipt of consideration by the Company; provided, however, the conversion of any convertible securities
    of the Company shall not be deemed to have been “effected without receipt of consideration” by the
    Company.


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization.  In such event, if the entity which shall
be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised
Option a stock option or capital stock of such surviving entity, as applicable, which on an equitable basis shall provide the
Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in
its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Paragraph 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer
to receive substitute options on a consistent basis, and provided further, that any such exercise shall be subject to the consummation
of such Reorganization.


 






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Subject
to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares subject
to the Option would have been entitled by reason of such merger or consolidation.


 


In
the event of a change in the Stock of the Company as presently constituted, which is limited to a change of all of its authorized
shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed
to be the Stock within the meaning of the Plan.


 


To
the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section
5(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price
of shares of Stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class
or securities convertible into shares of stock of any class.


 


The
Grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments,
reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate
or to sell or transfer all or any part of its business or assets.


 


	 	(j)	Rights
    as a Shareholder:  An Optionee shall have no rights as a shareholder with respect to any shares covered by an
    Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment
    shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or
    other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided
    in Section 5(i) hereof.


 


	 	(k)	Modification,
    Acceleration, Extension, and Renewal of Options:  Subject to the terms and conditions and within the limitations
    of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised,
    and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the
    extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such
    action is permissible under Section 422 of the Code and applicable state securities laws. Notwithstanding the provisions of
    this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee’s
    detriment or impair any rights or obligations under any Option theretofore granted under the Plan.


 


	 	(l)	Exercise
    Before Exercise Date:  At the discretion of the Board, the Option may, but need not, include a provision whereby
    the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any
    installment thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company
    upon termination of Optionee’s employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the
    Option and such other restrictions and conditions as the Board may deem advisable.


  


	 	(m)	Other
    Provisions:  The Option agreements authorized under the Plan shall contain such other provisions, including,
    without limitation, restrictions upon the exercise of the Options, as the Board shall deem advisable. Shares shall not be
    issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate,
    in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable
    governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, applicable state securities
    laws, corporation law of the State of Nevada, and the rules promulgated under the foregoing or the rules and regulations of
    any exchange upon which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise
    of each Option shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction
    of withholding tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered
    by such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory
    body, or (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or
    approval is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such
    event, such exercise shall not be effective unless such withholding, listing registration, qualification, consent, approval
    or exemption shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.


 


	 	(n)	Repurchase
    Agreement:  The Board may, in its discretion, require as a condition to the Grant of an Option hereunder, that
    an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion (“Repurchase
    Agreement”), (i) restricting the Optionee’s right to transfer shares purchased under such Option without first offering
    such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and
    (ii) providing that upon termination of Optionee’s employment with the Company, for any reason, the Company (or another shareholder
    of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such
    other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her
    employment at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase
    right lapses at 20% of the number of shares per year, the original purchase price of such shares, and upon terms of payment
    permissible under the applicable state securities laws; provided that in the case of Options or Stock Awards granted to officers,
    directors, consultants or affiliates of the Company, such repurchase provisions may be subject to additional or greater restrictions
    as determined by the Board.


 






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	6.	Stock
    Awards and Restricted Stock Purchase Offers.


 


	 	(a)	Types
    of Grants.


 


	 	(i)	Stock
    Award.  All or part of any Stock Award under the Plan may be subject to conditions established by the Board,
    and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company,
    achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements
    of Company performance. Such Awards may be based on Fair Market Value or other specified valuation.


 


	 	(ii)	Restricted
    Stock Purchase Offer.  A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such
    (i) vesting contingencies related to the Participant’s continued association with the Company for a specified time and (ii)
    other specified conditions as the Board shall determine, in their sole discretion, consistent with the provisions of the Plan.


 


	 	(b)	Conditions
    and Restrictions.  Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement
    or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board, as
    applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture
    provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as “Restricted
    Stock”. Further, with Board approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either in
    the form of installments or a future lump sum distribution. The Board may permit selected Participants to elect to defer distributions
    of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board to assure that
    such deferrals comply with applicable requirements of the Code including, at the choice of Participants, the capability to
    make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant or
    specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board, may require the payment be forfeited
    in accordance with the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to and made part
    of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject to such terms, conditions
    and restrictions as the Board may establish.


 


	 	(c)	Cancellation
    and Rescission of Grants.  Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies otherwise,
    the Board, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is not in compliance
    with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the Plan and with the
    following conditions:


 


	 	(i)	A
    Participant shall not render services for any organization or engage directly or indirectly in any business which, in the
    judgment of the chief executive officer of the Company or other senior officer designated by the Board, is or becomes competitive
    with the Company, or which organization or business, or the rendering of services to such organization or business, is or
    becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose employment has terminated,
    the judgment of the chief executive officer shall be based on the Participant’s position and responsibilities while employed
    by the Company, the Participant’s post-employment responsibilities and position with the other organization or business, the
    extent of past, current and potential competition or conflict between the Company and the other organization or business,
    the effect on the Company’s customers, suppliers and competitors and such other considerations as are deemed relevant given
    the applicable facts and circumstances.  A Participant who has retired shall be free, however, to purchase as an
    investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized
    securities exchange or traded over-the-counter, and such investment does not represent a substantial investment to the Participant
    or a greater than ten percent (10%) equity interest in the organization or business.


 


	 	(ii)	A
    Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use
    in other than the Company’s business, any confidential information or material, as defined in the Company’s Proprietary Information
    and Invention Agreement or similar agreement regarding confidential information and intellectual property, relating to the
    business of the Company, acquired by the Participant either during or after employment with the Company.


 


	 	(iii)	A
    Participant shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable
    or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated
    business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to
    secure a patent where appropriate in the United States and in foreign countries.


 


	 	(iv)	Upon
    exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Board that he
    or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this Section
    6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to a Grant shall cause such exercise,
    payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission within two
    years after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Participant
    shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment
    or delivery pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company the number of shares
    of Stock that the Participant received in connection with the rescinded exercise, payment or delivery.


 






    	 	6	 



    


    

 


	 	(d)	Nonassignability.


 


	 	(i)	Except
    pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any other benefit under the Plan shall
    be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.


 


	 	(ii)	Where
    a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with a
    governmental, charitable or educational institution, the Board, in its discretion and to the extent permitted by law, may
    authorize a third party (including but not limited to the trustee of a “blind” trust), acceptable to the
    applicable governmental or institutional authorities, the Participant and the Board, to act on behalf of the Participant with
    regard to such Awards.


 


	 	(e)	Termination
    of Employment.  If the employment or service to the Company of a Participant terminates, other than pursuant
    to any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid Stock Awards or Restricted
    Stock Purchase Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer
    provides otherwise:


 


	 	(i)	Retirement
    Under a Company Retirement Plan.  When a Participant’s employment terminates as a result of retirement in accordance
    with the terms of a Company retirement plan, the Board may permit Stock Awards or Restricted Stock Purchase Offers to continue
    in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability and vesting
    of any such Grants may be accelerated.


 


	 	(ii)	Rights
    in the Best Interests of the Company.  When a Participant resigns from the Company and, in the judgment of the
    Board, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would be in the
    best interests of the Company, the Board may (i) authorize, where appropriate, the acceleration and/or continuation of all
    or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants for
    such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 9 or
    at such time as the Board shall deem the continuation of all or any part of the Participant’s Grants are not in the Company’s
    best interest.


 


	 	(iii)	Death
    or Disability of a Participant.


 


	 	(1)	In
    the event of a Participant’s death, the Participant’s estate or beneficiaries shall have a period up to the expiration date
    specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such
    terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the
    laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then
    (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by a court
    of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were living.


 


	 	(2)	In
    the event a Participant is deemed by the Board to be unable to perform his or her usual duties by reason of mental disorder
    or medical condition which does not result from facts which would be grounds for termination for cause, Grants and rights
    to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally designated
    guardian or representative if the Participant is legally incompetent by virtue of such disability.


 


	 	(3)	After
    the death or disability of a Participant, the Board may in its sole discretion at any time (1) terminate restrictions in Grant
    Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any accelerated
    payments in a lump sum to the Participant, the Participant’s estate, beneficiaries or representative; notwithstanding that,
    in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Grant
    might ultimately have become payable to other beneficiaries.


 


	 	(4)	In
    the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board,
    as applicable, shall be binding and conclusive.


 


	7. 	Change
    in Control. Unless otherwise provided in the applicable Grant Agreement, in the event of a Change in Control,
    50% of the vesting restrictions applicable to each Participant’s Grant(s) shall terminate fully and the Participant
    shall immediately have the right to the delivery of share certificates or exercise of Options, i.e. to the extent that a Participant’s
    Option(s) are unvested, 50% of such unvested portion shall vest.


 






    	 	7	 



    


    

 


	8. 	Investment
    Intent.  All Grants under the Plan are intended to be exempt from registration under the Securities Act provided
    by Rule 701 thereunder. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan are registered
    under the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall
    provide that the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not with a view
    to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock have been
    registered under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights
    under such Grant unless and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall
    have been fully complied with to the satisfaction of the Company and its counsel, and (ii) if requested to do so by the Company,
    the person exercising the rights under the Grant shall (A) give written assurances as to knowledge and experience of such
    person (or a representative employed by such person) in financial and business matters and the ability of such person (or
    representative) to evaluate the merits and risks of exercising the Option, and (B) execute and deliver to the Company a letter
    of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance
    as the Company may require. If shares are issued upon exercise of any rights under a Grant without registration under the
    Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions
    or representations made upon the exercise of such rights.


 


	9. 	Amendment,
    Modification, Suspension or Discontinuance of the Plan.  The Board may, insofar as permitted by law, from time to
    time, with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or
    amend it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision
    or amendment shall (i) decrease the price at which Grants may be granted, (ii) materially increase the benefits to Participants,
    or (iii) change the class of persons eligible to receive Grants under the Plan; provided, however, no such action shall alter
    or impair the rights and obligations under any Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as of
    the date thereof without the written consent of the Participant thereunder. No Grant may be issued while the Plan is suspended
    or after it is terminated, but the rights and obligations under any Grant issued while the Plan is in effect shall not be
    impaired by suspension or termination of the Plan.
	 	 
	 	In
    the event of any change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification
    of shares, recapitalization, merger, or similar event, the Board may adjust proportionally (a) the number of shares of Stock
    (i) reserved under the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii) covered by outstanding
    Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants; and (c) the appropriate
    Fair Market Value and other price determinations for such Grants. In the event of any other change affecting the Stock or
    any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed equitable by the
    Board, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of
    a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board
    shall be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code
    applies, and other Grants by means of substitution of new Grant Agreements for previously issued Grants or an assumption of
    previously issued Grants.


 


	10.	Tax
    Withholding. The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time
    of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants,
    an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the
    opinion of the Company to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding,
    such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made.


 


	11.	Availability
    of Information. During the term of the Plan and any additional period during which a Grant granted pursuant to the Plan shall
    be exercisable, the Company shall make available, not later than one hundred and twenty (120) days following the close of
    each of its fiscal years, such financial and other information regarding the Company as is required by the bylaws of the Company
    and applicable law to be furnished in an annual report to the shareholders of the Company.


 


	12.	Notice.
    Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief personnel
    officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of
    the chief personnel officer or the chief executive officer.


 


	13.	Indemnification
    of Board. In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent
    allowed by applicable law, the members of the Board shall be indemnified by the Company against the reasonable expenses, including
    attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding,
    or in connection with any appeal thereof, 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 the Plan or any Grant granted thereunder, 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 claim, action, suit or proceeding, except in any case in relation to matters as to which it shall
    be adjudged in such claim, action, suit or proceeding that such Board member is liable for negligence or misconduct in the
    performance of his or her duties; provided that within sixty (60) days after institution of any such action, suit or Board
    proceeding the member involved shall offer the Company, in writing, the opportunity, at its own expense, to handle and defend
    the same.


 


	14.	Governing
    Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code
    or the securities laws of the United States, shall be governed by the law of the State of Nevada and construed accordingly.


 


	15.	Termination
    Dates. The Plan shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 9.


 






    	 	8	 



    


    

 


The
foregoing Medifirst Solutions, Inc. 2018 Equity Incentive Plan (consisting of 9 pages, including this page) was duly adopted and
approved by the Board of Directors on January 23, 2018.


 


	 	Medifirst
    Solutions, Inc.
	 	 
	 	By:	/s/
    Bruce Schoengood
	 	 	Name:
    Bruce Schoengood
	 	 	Title:
    Chief Executive Officer


 


 


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