Exhibit
4.13


 


IVEDA
SOLUTIONS, INC.


2020
STOCK OPTION PLAN


 


1.
Establishment, Purpose and Term of Plan.


 


1.1 Establishment. The
Iveda Solutions Inc. 2020 Stock Option Plan (the “Plan”) is hereby established effective as of January 18,
2020 (the “Effective Date”).


 


1.2
Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by
providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating
such persons to contribute to the growth and profitability of the Participating Company Group.


 


1.3
Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of
the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the
Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within
ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the shareholders
of the Company. The Company intends that the Plan comply with Section 409A of the Code, including any amendments or replacements of such
section, and the Plan shall be so construed.


 


2.
Definitions and Construction.


 


2.1
Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:


 


(a)
“Affiliate” means (i) an entity, other than a Parent Corporation, that directly, or indirectly, through one
or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the
Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including
the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall
have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.


 


(b)
“Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board
to administer the Plan, “Board” also means such Committee(s).


 


(c)
“Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.


 


(d)
“Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the
Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the
Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.


 




    	 



    	 



    

 


(e)
“Company” means Iveda Solutions, Inc., a Nevada corporation, or any successor corporation thereto.


 


(f)
“Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or
a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which
such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in
reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.


 


(g)
“Director” means a member of the Board or of the board of directors of any other Participating Company.


 


(h)
“Disability” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the
Company, to perform the major duties of the Optionee’s position with the Participating Company Group because of the sickness or
injury of the Optionee.


 


(i)
“Employee” means any person treated as an employee (including an Officer or a Director who is also treated
as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who
is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s
fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise
of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as
of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding
that the Company or any court of law or governmental agency subsequently makes a contrary determination.


 


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


 




    	 



    	 



    

 


(k)
“Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by
the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein,
subject to the following:


 


(i)
If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share
of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock
is so quoted instead) as quoted on the New York Stock Exchange, the NASDAQ Global Market, the NASDAQ Global Select Market or such other
national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded
on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which
the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.


 


(ii)
If the Stock is not listed on an established stock exchange or national market system, but the Stock is regularly quoted by a recognized
securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high
bid and low asked prices for a share of Stock on such date, the high bid and low asked prices for a share of Stock on the last preceding
date for which such information exists, as reported in The Wall Street Journal or such other source as the Board deems reliable.


 


(iii)
If, on such date, the Stock is not listed on a national or regional securities exchange or market system or regularly quoted by a recognized
securities dealer, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any
restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of the Code.


 


(l)
“Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies
as an incentive stock option within the meaning of Section 422(b) of the Code.


 


(m)
“Insider” means an Officer, Director of the Company, or other person whose transactions in Stock are subject
to Section 16 of the Exchange Act.


 


(n)
“Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which
does not qualify as an Incentive Stock Option.


 


(o)
“Officer” means any person designated by the Board as an officer of the Company.


 


(p)
“Option” means a right to purchase Stock pursuant to the terms and conditions of the Plan. An Option may be
either an Incentive Stock Option or a Nonstatutory Stock Option.


 


(q)
“Option Agreement” means a written agreement between the Company and an Optionee setting forth the terms, conditions
and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof. An Option Agreement may consist
of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by
reference, or such other form or forms as the Board may approve from time to time.


 


(r)
“Optionee” means a person who has been granted one or more Options.


 




    	 



    	 



    

 


(s)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in
Section 424(e) of the Code.


 


(t) “Participating
Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.


 


(u)
“Participating Company Group” means, at any point in time, all entities collectively which are then Participating
Companies.


 


(v)
“Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or
regulation.


 


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


 


(x)
“Service” means an Optionee’s employment or service with the Participating Company Group, whether in
the capacity of an Employee, a Director or a Consultant. An Optionee’s Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the Participating
Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service.
Furthermore, an Optionee’s Service shall not be deemed to have terminated if the Optionee takes any military leave, sick leave,
or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the
one hundred eighty-first (181st) day following the commencement of such leave any Incentive Stock Option held by the Optionee shall cease
to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the Optionee’s
right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company
or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s
Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon
the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company,
in its discretion, shall determine whether the Optionee’s Service has terminated and the effective date of such termination.


 


(y)
“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section
4.2.


 


(z)
“Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as
defined in Section 424(f) of the Code.


 


(aa)
“Ten Percent Owner Optionee” means an Optionee who, at the time an Option is granted to the Optionee, owns
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within
the meaning of Section 424 of the Code.


 


2.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 




    	 



    	 



    

 


3.
Administration.


 


3.1
Administration by the Board. The Board shall administer the Plan. The Board shall determine all questions of interpretation of
the Plan or of any Option, and such determinations shall be final and binding upon all persons having an interest in the Plan or such
Option.


 


3.2
Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer
has apparent authority with respect to such matter, right, obligation, determination or election.


 


3.3
Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the
Board shall have the full and final power and authority, in its discretion:


 


(a)
to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject
to each Option;


 


(b)
to designate Options as Incentive Stock Options or Nonstatutory Stock Options;


 


(c)
to determine the Fair Market Value of shares of Stock or other property;








 






    	 



    	 



    

 



(d)
to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon
the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased
upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option
or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability
of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the
effect of the Optionee’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other
terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;


 


(e)
to approve one or more forms of Option Agreement;


 


(f)
to amend, modify, extend, cancel or renew any Option or to waive any restrictions or conditions applicable to any Option or any shares
acquired upon the exercise thereof;


 



(g)
to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise
thereof, including with respect tothe period following an Optionee’s termination of Service with the Participating Company
Group;


 


(h)
to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions
of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate
the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and


 


(i)
to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations
and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent not inconsistent with
the provisions of the Plan or applicable law.


 


3.4
Administration with Respect to Insiders; Limitations Applicable to Insiders. With respect to participation by Insiders in the
Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan
shall be administered in compliance with the requirements, if any, of Rule 16b-3. Notwithstanding any other provision of the Plan, the
Plan, and any Option granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the
Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by
applicable law, the Plan and Options granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.


 


3.5
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees
of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority
to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the
Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend
the same.


 


3.6
At-Will Employment. Nothing in the Plan or in any Option Agreement hereunder shall confer upon any Optionee any right to continue
in the employ of, or as a Director or Consultant for, a Participating Company, or shall interfere with or restrict in any way the rights
of a Participating Company, which rights are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided otherwise in a written agreement between the Optionee and a Participating
Company.


 




    	 



    	 



    

 


3.7
Repricing. The Board shall have the authority, without the approval of the shareholders of the Company, to amend any outstanding
Option to increase or reduce the price per share or to cancel and replace an Option with the grant of an Option having an exercise price
per share that is less than, greater than or equal to the price per share of the original Option.


 


4.
Shares Subject to Plan.


 


4.1
Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares
of Stock that may be issued under the Plan shall be Ten Million (10,000,000) and shall consist of authorized but unissued or reacquired
shares of Stock or any combination thereof, and the maximum aggregate number of shares of Stock that may be issued as Incentive Stock
Options under the Plan shall be Two Hundred Thousand (200,000) (the “ISO Share Issuance Limit”). If an outstanding
Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject
to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable
to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan.


 


4.2
Adjustments for Changes in Capital Structure. Subject to any required action by the shareholders of the Company, in the
event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of
shares subject to the Plan and to any outstanding Options, in the ISO Share Issuance Limit set forth in Section 4.1, and in the
exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject
to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event,
as defined in Section 8.1) shares of another corporation (the “New Shares”), the Board may unilaterally
amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number
of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as
determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant
to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be
decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant
to this Section 4.2 shall be final, binding and conclusive.


 




    	 



    	 



    

 


5.
Eligibility and Option Limitations.


 


5.1
Persons Eligible for Options. Employees, Consultants, and Directors. For purposes of the foregoing sentence, “Employees,”
“Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors
to whom Options are granted in connection with written offers of an employment or other service relationship with the Participating Company
Group. Eligible persons may be granted more than one (1) Option. However, eligibility in accordance with this Section shall not entitle
any person to be granted an Option, or, having been granted an Option, to be granted an additional Option.


 


5.2
Option Grant Restrictions. Any person who is not an Employee on the effective date of the grant of an Option to such person
may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that
such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company,
with an exercise price determined as of such date in accordance with Section 6.1.


 


5.3
Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock
option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any
calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000.00), the portions of such options
which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated
as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall
be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation
from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date
and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock
Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee
may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed
to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall
be issued upon the exercise of the Option.


 


6.
Terms and Conditions of Options.


 


Option
Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish, shall
evidence Options. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed
Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:


 


6.1
Exercise Price. The exercise price for each Option shall be established in the discretion of the Board, subject to compliance
with Section 409A of the Code; provided, however, that (a) the exercise price per share for an Incentive Stock Option shall be not less
than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted
to a Ten Percent Owner Optionee shall have an exercise price pershare less than one hundred ten percent (110%) of the Fair Market Value
of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option may be granted with an exercise
price lower than the Fair Market Value of a share of stock on the effective date of the grant if the option is a Nonstatutory Stock Option.


 




    	 



    	 



    

 


6.2
Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Option
Agreement evidencing such Option; provided, however, that (a) no Incentive Stock Option shall be exercisable after the expiration of
ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee
shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted
to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person
commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an
Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated
in accordance with its provisions.


 


6.3
Payment of Exercise Price.


 


(a)
Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the
Company, or attestation to the ownership, of shares of Stock owned by the Optionee having a Fair Market Value not less than the exercise
price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by
the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the Optionee
is an Employee (unless otherwise not prohibited by law, including, without limitation, any regulation promulgated by the Board of Governors
of the Federal Reserve System) and in the Company’s sole discretion at the time the Option is exercised, by delivery of the Optionee’s
promissory note in a form approved by the Company for the aggregate exercise price, provided that, if the Company is incorporated in
the State of Delaware, the Optionee shall pay in cash that portion of the aggregate exercise price not less than the par value of the
shares being acquired, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable
law, or (vi) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to the standard
forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms
of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. Notwithstanding
any other provision of the Plan to the contrary, no Optionee who is a Director or an “executive officer” of the Company within
the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Options granted under the Plan,
or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation
of Section 13(k)


of
the Exchange Act.


 




    	 



    	 



    

 


(b)
Limitations on Forms of Consideration.


 


(i)
Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised
by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee
for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly
or indirectly, from the Company.


 


(ii)
Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.


 


(iii)
Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a promissory note would be
a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine. The Board shall have the authority
to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the
exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the Company at
any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental
entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such
applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply
with such applicable regulations.


 


6.4
Tax Withholding. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable
upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market
Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law
to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively
or in addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment
or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating
Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Fair Market Value of any shares
of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable
minimum statutory withholding rates. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from
an escrow established pursuant to the Option Agreement until the Optionee has satisfied the Participating Company Group’s tax withholding
obligations.


 




    	 



    	 



    

 


6.5
Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options,
or other conditions and restrictions as determined by the Board in its discretion at the time the Option is granted. The Company shall
have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer
restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing
shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


6.6
Effect of Termination of Service.


 


(a)
Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided
by the Board in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after an Optionee’s
termination of Service only during the applicable time period determined in accordance with this Section 6.6 and thereafter shall
terminate:


 


(i)
Disability. If the Optionee’s Service terminates because of the Disability of the Optionee, the Option, to the extent unexercised
and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s
guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer period of time as determined
by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the
date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration
Date”).


 


(ii)
Death. If the Optionee’s Service terminates because of the death of the Optionee, the Option, to the extent unexercised
and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative
or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration
of twelve (12) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s
Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated
on account of death if the Optionee dies within three (3) months (or such longer period of time as determined by the Board, in its discretion)
after the Optionee’s termination of Service.


 


(iii)
Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Optionee’s Service is terminated
for Cause, the Option shall terminate and cease to be exercisable on the effective date of such termination of Service. Unless otherwise
defined in a contract of employment or service between the Optionee and a Participating Company, for purposes of this Option Agreement
“Cause” shall mean any of the following: (1) the Optionee’s theft, dishonesty, willful misconduct, breach
of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (2) the Optionee’s material
failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating
to confidentiality and reasonable workplace conduct); (3) the Optionee’s unauthorized use, misappropriation, destruction, or diversion
of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Optionee’s
improper use or disclosure of a Participating Company’s confidential or proprietary information); (4) any intentional act by the
Optionee which has a material detrimental effect on a Participating Company’s reputation or business; (5) the Optionee’s
failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable
opportunity to cure, such failure or inability; (6) any material breach by the Optionee of any employment or service agreement between
the Optionee and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (7) the Optionee’s
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral
turpitude, or which impairs the Optionee’s ability to perform his or her duties with a Participating Company.


 




    	 



    	 



    

 


(iv)
Other Termination of Service. If the Optionee’s Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be
exercised by the Optionee at any time prior to the expiration of three (3) months (or such longer period of time as determined by the
Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option
Expiration Date.


 


(b)
Extension if Exercise Prevented by Law. Notwithstanding the foregoing (except Termination for Cause), if the exercise of
an Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 9 below,
the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Board, in its discretion)
after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration
Date.


 


(c)
Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods
set forth in Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section
16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the
date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th)
day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.


 


6.7
Transferability of Options. During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s
guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent
and distribution. No Option or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Option
Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to Rule 701 under the Securities
Act and the General Instructions to Form S-8 Registration Statement under the Securities Act.


 




    	 



    	 



    

 


7.
Standard Forms of Option Agreement.


 


7.1
Option Agreement. Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with
and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Board concurrently with its adoption
of the Plan and as amended from time to time.


 


7.2
Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of
Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection
with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or
amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan.


 


8.
Change in Control.


 


8.1
Definitions.


 


(a)
An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to
the Company: (i) a transaction or series of transactions (other than an offering of Stock to the general public through a registration
statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee
benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; (ii) during any period of two consecutive
years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director
designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 8.1(a)(i)
or Section 8.1(a)(iii)) whose election by the Board or nomination for election by the Company’s shareholders was approved
by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii)
the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all
of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of
another entity, in each case other than a transaction: which results in the Company’s voting securities outstanding immediately
before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company
or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all
or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person,
the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor
Entity’s outstanding voting securities immediately after the transaction, and after which no person or group beneficially owns
voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person
or group shall be treated for purposes of this Section 8.1(a)(iii) as beneficially owning 50% or more of combined voting power
of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or (iv)
the Company’s shareholders approve a liquidation or dissolution of the Company.


 




    	 



    	 



    

 


(b)
A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively,
a “Transaction”). The Board shall have the right to determine whether multiple Ownership Change Events are
related, and its determination shall be final, binding and conclusive. The Board shall furthermore have full and final authority, which
shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the
above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto. In addition,
if a Change in Control constitutes a payment event with respect to any Option which provides for the deferral of compensation and is
subject to Section 409A of the Code, the transaction or event described in this Section 8.1 with respect to such Option must also
constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by
Section 409A.


 


8.2
Effect of Change in Control on Options.


 


(a)
In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent
thereof, as the case may be (the “Acquiror”), may, without the consent of the Optionee, either assume the Company’s
rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiror’s
stock. Any Options which are neither assumed or substituted for by the Acquiror in connection with the Change in Control nor exercised
as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control,
provided, that, notwithstanding any other provision of the Plan to the contrary, the Board may, in its sole discretion,
provide in any Option Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate, to provide for
the acceleration of the exercisability and vesting in connection with such Change in Control of any or all of the outstanding Options
and any shares acquired upon the exercise of such Options, subject to compliance with Section 409A of the Code. Notwithstanding the foregoing,
shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control
with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option
except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which
is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting
a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent
(50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members
of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code,
the outstanding Options shall not terminate unless the Board otherwise provides in its discretion.


 




    	 



    	 



    

 


(b)
The Board may, in its sole discretion and without the consent of any Optionee, determine that, upon the occurrence of a Change in Control,
each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to
each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company, the Acquiror or of a corporation or
other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having
a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in
Control over the exercise price per share under the Option (the “Spread”). In the event such determination
is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Optionees in respect of their canceled
Options as soon as practicable following the date of the Change in Control.


 


9.
Compliance with Securities Law.


 


The
grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements
of federal, state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon
exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised
unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to
the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise
of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the
exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.


 


10.
Termination or Amendment of Plan.


 


The
Board may terminate or amend the Plan at any time. No termination or amendment of the Plan shall affect any then outstanding Option unless
expressly provided by the Board. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option
without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive
Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.




    	 



    	 



    

 


11.
Approval of Plan by Shareholders.


 


The
Plan may be submitted for the approval of the Company’s shareholders within twelve (12) months of the date of the Board’s
initial adoption of the Plan. Options requiring shareholder approval may be granted or awarded prior to such shareholder approval, provided
that such Options shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no shares of Stock shall
be issued pursuant thereto prior to the time when the Plan is approved by the shareholders, and provided further that if such approval
has not been obtained at the end of said twelve (12) month period, all Options that require shareholder approval and were previously
granted or awarded under the Plan shall thereupon be canceled and become null and void.


 


12.
No Shareholders Rights.


 


Except
as otherwise provided herein, an Optionee shall have none of the rights of a shareholder with respect to shares of Stock covered by any
Option until the Optionee becomes the record owner of such shares of Stock.


 


13.
Effect of Plans on Other Compensation Plans.


 


The
adoption of the Plan shall not affect any other compensation or incentive plans in effect for any Participating Company. Nothing in the
Plan shall be construed to limit the right of any Participating Company: (a) to establish any other forms of incentives or compensation
for Employees, Directors or Consultants of any Participating Company, or (b) to grant or assume options or other rights or awards otherwise
than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options
in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation,
partnership, limited liability company, firm or association.


 


14.
Governing Law.


 


The
Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Nevada without
regard to conflicts of laws thereof.


 


15.
Section 409A.


 


To
the extent that the Board determines that any Option granted under the Plan is subject to Section 409A of the Code, the Option
Agreement evidencing such Option shall incorporate the terms and conditions required by Section 409A of the Code. To the extent
applicable, the Plan and Option Agreements shall be interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that
following the Effective Date the Board determines that any Option may be subject to Section 409A of the Code and related Department
of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt
such amendments to the Plan and the applicable Option Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate
to (a) exempt the Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with
respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance
and thereby avoid the application of any penalty taxes under such Section.


 




    	 



    	 



    

 


16.
No Rights to Options.


 


No
Employee, Director, Consultant or other person shall have any claim to be granted any Option pursuant to the Plan, and neither the Company
nor the Board is obligated to treat Employees, Directors, Consultants, Optionees or any other persons uniformly.


 


17.
Relationship to Other Benefits.


 


No
payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of any Participating Company except to the extent otherwise expressly provided in writing
in such other plan or an agreement thereunder.


 


18.
Expenses.


 


The
expenses of administering the Plan shall be borne by the Participating Companies.


 


IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Iveda Solutions, Inc. 2020 Stock
Option Plan as duly adopted by the Board on December 15, 2020.


 


	 	/s/
    Luz Berg
	 	Luz
    Berg, Secretary