Exhibit 10.22(a)


 


FREECAST, INC. 


2021 INCENTIVE AWARD PLAN 


 


ARTICLE I. 


PURPOSE 


 


The Plan’s purpose is to enhance the Company’s
ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing
these individuals with equity ownership opportunities.


 


ARTICLE II. 


DEFINITIONS 


 


As used in the Plan, the following words and phrases
have the meanings specified below, unless the context clearly indicates otherwise:


 


2.1 “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant
to Section 4.2, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.


 


2.2 “Applicable
Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange
Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,
whether U.S. or non-U.S. federal, state, or local; and (c) rules of any securities exchange or automated quotation system on which the
Shares are listed, quoted or traded.


 


2.3 “Automatic
Exercise Date” shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable
Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation
Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right
if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).


 


2.4 “Award”
means an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award, Performance Bonus Award, Performance Stock
Unit award, Dividend Equivalents award or Other Stock or Cash Based Award granted to a Participant under the Plan.


 


2.5 “Award Agreement”
means an agreement evidencing an Award, which may be written or electronic, that contains such terms and conditions as the Administrator
determines, consistent with and subject to the terms and conditions of the Plan.


 


2.6 “Board”
means the Board of Directors of the Company.


 




     


     


    

 


2.7 “Cause”
means, if the Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an
Award Agreement in which the term “cause” is defined, “Cause” shall be as defined in such agreement, or if no such
agreement exists: (a) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company
or a Subsidiary or other affiliate of the Company; (b) the Participant’s conviction for, or plea of guilty or no contest to, a felony
(or crime of similar magnitude under Applicable Law outside the United States) or a crime involving fraud, deception, moral turpitude,
or any willful perpetration or act by the Participant involving malfeasance, breach of fiduciary duties or other common law fraud; (c)
the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other
entity having a business relationship with the Company; (d) any material breach or violation by the Participant of any provision of any
agreement or understanding between the Company or any Subsidiary or other affiliate of the Company and the Participant regarding the terms
of the Participant’s service as an employee, officer, director or consultant to the Company or a Subsidiary or other affiliate of the
Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties
required of such Participant as an employee, officer, director or consultant of the Company or a Subsidiary or other affiliate of the
Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement
or similar agreement between the Company or a Subsidiary or other affiliate of the Company and the Participant; (e) the Participant’s
violation of the Company’s code of ethics; (f) the Participant’s disregard of the policies of the Company or any Subsidiary or other affiliate
of the Company so as to cause loss, harm, damage or injury to the property, reputation or employees of the Company or a Subsidiary or
other affiliate of the Company; or (g) any other conduct by the Participant which is injurious to the financial condition or business
reputation of, or that brings or is reasonably likely to bring, the Company or a Subsidiary or other affiliate of the Company negative
publicity or into public disgrace, embarrassment, or disrepute.


 


2.8 “Change in
Control” means any of the following:


 


(a) A
transaction or series of transactions (other than an offering of Common 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) directly or indirectly acquires beneficial ownership (within the meaning
of Rules 13d-3 and 13d-5 under the Exchange Act) of the Company’s securities possessing more than 50% of the total combined voting power
of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit
plan maintained by the Company or any of its Subsidiaries; (iii) any acquisition which complies with Sections 2.8(c)(i), 2.8(c)(ii) and
2.8(c)(iii); or (iv) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons
including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);


 


(b) The
Incumbent Directors cease for any reason to constitute a majority of the Board;


 




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(c) 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, (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:


 


(i) 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;


 


(ii) 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 2.8(c)(ii) as beneficially owning 50%
or more of the 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; and


 


(iii) after
which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board
members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or


 


(d) The
completion of a liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, if a Change in Control
constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that
is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or
event described in subsection (a), (b), (c) or (d) of this Section 2.8 with respect to such Award (or portion thereof) shall only constitute
a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have full and final authority,
which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above
definition, the date of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in
conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.9 “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative
authority issued thereunder.


 


2.10 “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent permitted by Applicable Law. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member
of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee
director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director”
within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.


 


2.11 “Common Stock”
means the common stock of the Company.


 


2.12 “Company”
means FreeCast, Inc., a Florida corporation, or any successor.


 




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2.13 “Consultant”
means any person, including any adviser, engaged by the Company or a Subsidiary to render services to such entity if the consultant or
adviser: (a) renders bona fide services to the Company or a Subsidiary; (b) renders services not in connection with the offer or sale
of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities;
and (c) is a natural person.


 


2.14 “Designated
Beneficiary” means, if permitted by the Company, the beneficiary or beneficiaries the Participant designates, in a manner
the Company determines, to receive amounts due or exercise the Participant’s rights if the Participant dies. Without a Participant’s effective
designation, “Designated Beneficiary” will mean the Participant’s estate or legal heirs.


 


2.15 “Director”
means a Board member.


 


2.16 “Disability”
means a permanent and total disability under Section 22(e)(3) of the Code.


 


2.17 “Dividend
Equivalents” means a right granted to a Participant to receive the equivalent value (in cash or Shares) of dividends paid
on a specified number of Shares. Such Dividend Equivalent shall be converted to cash or additional Shares, or a combination of cash and
Shares, by such formula and at such time and subject to such limitations as may be determined by the Administrator.


 


2.18 “DRO”
means a “domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.


 


2.19 “Effective
Date” means June 25, 2021.


 


2.20 “Employee”
means any employee of the Company or any of its Subsidiaries.


 


2.21 “Equity Restructuring”
means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split (including a reverse
stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or
other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value
of the Common Stock underlying outstanding Awards.


 


2.22 “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority
issued thereunder.


 


2.23 “Fair Market
Value” means, as of any date, the value of a Share determined as follows: (a) if the Common Stock is listed on any established
stock exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale
occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or
another source the Administrator deems reliable; (b) if the Common Stock is not listed on an established stock exchange but is quoted
on a national market or other quotation system, the value of a Share will be the closing sales price for a Share on such date, or if no
sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal
or another source the Administrator deems reliable; or (c) if the Common Stock is not listed on any established stock exchange or quoted
on a national market or other quotation system, the value established by the Administrator in good faith using established methods. Notwithstanding
the foregoing, with respect to any Award granted on or after the effectiveness of the Company’s registration statement relating to its
initial public offering and prior to the Public Trading Date, the Fair Market Value means the initial public offering price of a Share
as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.


 




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2.24 “Greater Than
10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation of the Company,
as determined in accordance with in Section 424(e) and (f) of the Code, respectively.


 


2.25 “Incentive
Stock Option” means an Option that meets the requirements to qualify as an “incentive stock option” as defined
in Section 422 of the Code.


 


2.26 “Incumbent
Directors” means, for any period of 12 consecutive months, 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 2.8(a) or 2.8(c)) whose election or nomination for election to the Board was
approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who either were
Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an
Incumbent Director.


 


2.27 “Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.28 “Option”
means a right granted under Article VI to purchase a specified number of Shares at a specified price per Share during a specified time
period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.


 


2.29 “Other Stock
or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or
are otherwise based on, Shares or other property.


 


2.30 “Overall Share
Limit” means the sum of 6,000,000 Shares.


 


2.31 “Participant”
means a Service Provider who has been granted an Award.


 


2.32 “Performance
Bonus Award” has the meaning set forth in Section 8.3.


 


2.33 “Performance
Stock Unit” means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2, to receive
Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based targets established by
the Administrator.


 


2.34 “Permitted
Transferee” means, with respect to a Participant, any “family member” of the Participant, as defined in the General
Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically
approved by the Administrator after taking into account Applicable Law.


 


2.35 “Plan”
means this 2021 Incentive Award Plan.


 


2.38 “Public Trading
Date” means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities
exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation
system.


 


2.39 “Restricted
Stock” means Shares awarded to a Participant under Article VII, subject to certain vesting conditions and other restrictions.


 




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2.40 “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash
or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions
and other restrictions.


 


2.41 “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act.


 


2.42 “Section 409A”
means Section 409A of the Code.


 


2.43 “Securities
Act” means the U.S. Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority
issued thereunder.


 


2.44 “Service Provider”
means an Employee, Consultant or Director.


 


2.45 “Shares”
means shares of Common Stock.


 


2.46 “Stock Appreciation
Right” or “SAR” means a right granted under Article VI to receive a payment equal to the excess of
the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price set forth in the applicable
Award Agreement.


 


2.47 “Subsidiary”
means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company if each
of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests
representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in
such chain.


 


2.48 “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, in each case by a company or other entity acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.


 


2.49 “Tax-Related
Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance
contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant)
for which a Participant is liable in connection with Awards and/or Shares.


 


2.50 “Termination
of Service” means:


 


(a) As
to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any reason,
with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where
the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 


(b) As
to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including,
without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant
simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 




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(c) As
to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, Disability or retirement; but excluding
terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 


The Company, in its sole discretion, shall determine
the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of
Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular leaves
of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy
relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to
remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off),
even though the Participant may subsequently continue to perform services for that entity.


 


ARTICLE III. 


ELIGIBILITY 


 


Service Providers are eligible to be granted Awards
under the Plan, subject to the limitations described herein. No Service Provider shall have any right to be granted an Award pursuant
to the Plan and neither the Company nor the Administrator is obligated to treat Service Providers, Participants or any other persons uniformly.


 


ARTICLE IV. 


ADMINISTRATION AND DELEGATION 


 


4.1 Administration.


 


(a) The
Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant
Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority
to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal
Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply
omissions, reconcile inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator (and each member thereof) is entitled to, in good faith, rely or act upon any
report or other information furnished to it, him or her by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan. The Administrator’s determinations under the Plan are in its sole discretion and will be final, binding
and conclusive on all persons having or claiming any interest in the Plan or any Award.


 


(b) Without
limiting the foregoing, the Administrator has the exclusive power, authority and sole discretion to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Awards to be granted and the number
of Shares to which an Award will relate; (iv) subject to the limitations in the Plan, determine the terms and conditions of any Award
and related Award Agreement, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria,
any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations, waivers or amendments thereof; (v) determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, or other property, or an Award may be canceled,
forfeited, or surrendered; and (vi) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan.


 




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4.2 Delegation of Authority.
To the extent permitted by Applicable Law, the Board or any Committee may delegate any or all of its powers under the Plan to one or more
Committees or officers of the Company or any of its Subsidiaries; provided,however, that in no event shall an officer of the Company or
any of its Subsidiaries be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals
who are subject to Section 16 of the Exchange Act, or (b) officers of the Company or any of its Subsidiaries or Directors to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits
that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational documents,
and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times,
the delegatee appointed under this Section 4.2shall serve in such capacity at the pleasure of the Board or the Committee, as applicable,
and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority. Further,
regardless of any delegation, the Board or a Committee may, in its discretion, exercise any and all rights and duties as the Administrator
under the Plan delegated thereby, except with respect to Awards that are required to be determined in the sole discretion of the Committee
under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.


 


ARTICLE V. 


STOCK AVAILABLE FOR AWARDS 


 


5.1 Number of Shares.
Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering up to the Overall
Share Limit. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market
or treasury Shares.


 


5.2 Share Recycling.


 


(a) If
all or any part of an Award expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection
with a spin-off or other similar event, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or
forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the
price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the
Award, the unused Shares covered by the Award will become or again be available for Awards under the Plan. The payment of Dividend Equivalents
in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.


 


(b) In
addition, the following Shares shall be available for future grants of Awards: (i) Shares tendered by the Participant or withheld by the
Company to satisfy any tax withholding obligation with respect to an Award; and (ii) Shares subject to a Stock Appreciation Right that
are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof. Notwithstanding the provisions
of this Section 5.2(b), no Shares may again be optioned, granted or awarded pursuant to an Incentive Stock Option if such action
would cause such Option to fail to qualify as an incentive stock option under Section 422 of the Code.


 


5.3 Incentive Stock Option
Limitations. Notwithstanding anything to the contrary herein, no more than 6,000,000 Shares (as adjusted to reflect any Equity Restructuring)
may be issued pursuant to the exercise of Incentive Stock Options.


 




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5.4 Substitute Awards.
In connection with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or any Subsidiary’s acquisition
of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards
granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms and conditions
as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the
Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided
above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares
that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired
by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved
by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms
of such pre-existing plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce
the Shares authorized for grant under the Plan (and Shares subject to such Awards may again become available for Awards under the Plan
as provided under Section 5.2 above); provided that Awards using such available shares shall not be made after the date awards or grants
could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals
who were not employees or directors of the Company or any of its Subsidiaries prior to such acquisition or combination.


 


5.5 Non-Employee Director
Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding non-employee director
compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may
become payable pursuant to all cash-based Awards that may be granted to a Service Provider as compensation for services as a Non-Employee
Director during any calendar year shall not exceed $50,000.


 


ARTICLE VI. 


STOCK OPTIONS AND STOCK APPRECIATION RIGHTS



 


6.1 General. The Administrator
may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions not inconsistent
with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by each Option and Stock
Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the
exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled
to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation
Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise
price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised,
subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value on
the date of exercise or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


6.2 Exercise Price.
The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award
Agreement. Subject to Section 6.7, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the
Option or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute
Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than
the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in
accordance with the applicable requirements of Section 424 and 409A of the Code.


 




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6.3 Duration of Options.
Subject to Section 6.7, each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that the term of an Option or Stock Appreciation Right will not exceed ten years; provided, further, that, unless otherwise specified
in the Award Agreement: (a) no portion of an Option or Stock Appreciation Right which is unexercisable at a Participant’s Termination
of Service shall thereafter become exercisable; and (b) the portion of an Option or Stock Appreciation Right that is unexercisable at
a Participant’s Termination of Service shall automatically expire on the date of such Termination of Service. In addition, in no event
shall an Option or Stock Appreciation Right granted to an Employee who is a non-exempt employee for purposes of overtime pay under the
U.S. Fair Labor Standards Act of 1938 be exercisable earlier than six months after its date of grant. Notwithstanding the foregoing, if
the Participant, prior to the end of the term of an Option or Stock Appreciation Right, commits an act of Cause (as determined by the
Administrator), or violates any non-competition, non-solicitation or confidentiality provisions of any employment contract, confidentiality
and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right to exercise
the Option or Stock Appreciation Right, as applicable, shall be terminated, unless otherwise determined by the Administrator and the Administrator
may suspend the Participant’s right to exercise the Option or Stock Appreciation Right when it reasonably believes that the Participant
may have participated in any such act or violation.


 


6.4 Exercise. Options
and Stock Appreciation Rights may be exercised by delivering to the Company (or such other person or entity designated by the Administrator)
a notice of exercise, in a form and manner the Company approves (which may be written, electronic or telephonic and may contain representations
and warranties deemed advisable by the Administrator), signed or authenticated by the person authorized to exercise the Option or Stock
Appreciation Right, together with, as applicable: (a) payment in full of the exercise price for the number of Shares for which the Option
is exercised in a manner specified in Section 6.5; and (b) satisfaction in full of any withholding obligation for Tax-Related Items in
a manner specified in Section 10.5. The Administrator may, in its discretion, require that any partial exercise of an Option or Stock
Appreciation Right be with respect to a minimum number of Shares.


 


6.5 Payment Upon Exercise.
The Administrator shall determine the methods by which payment of the exercise price of an Option shall be made, including, without limitation:


 


(a) Cash,
check or wire transfer of immediately available funds; provided that the Company may limit the use of one of the foregoing methods if
one or more of the methods below is permitted;


 


(b) If
there is a public market for Shares at the time of exercise, unless the Company otherwise determines: (i) delivery (including electronically
or telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker
acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver
promptly to the Company funds sufficient to pay the exercise price; or (ii) the Participant’s delivery to the Company of a copy of irrevocable
and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient to pay the
exercise price by cash, wire transfer of immediately available funds or check; provided that such amount is paid to the Company at such
time as may be required by the Company;


 


(c) To
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued
at their Fair Market Value on the date of delivery;


 




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(d) To
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value
on the exercise date;


 


(e) To
the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration; or


 


(f) To
the extent permitted by the Administrator, any combination of the above payment forms.


 


6.6 Expiration of Option
Term or SAR Term: Automatic Exercise of In-The-Money Options and Stock Appreciation Rights. Unless otherwise provided by the Administrator
in an Award Agreement or otherwise or as otherwise directed by a holder of Option or Stock Appreciation Rights in writing to the Company,
each vested and exercisable Option and Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per
Share that is less than the Fair Market Value per Share as of such date shall automatically and without further action by the holder of
the Option or Stock Appreciation Rights or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Administrator,
payment of the exercise price of any such Option shall be made pursuant to Section 6.5(b) or 6.5(d) and the Company or any Subsidiary
shall be entitled to deduct or withhold an amount sufficient to satisfy any withholding obligation for Tax-Related Items associated with
such exercise in accordance with Section 10.5. Unless otherwise determined by the Administrator, this Section 6.6 shall not apply
to an Option or Stock Appreciation Right if the holder of such Option or Stock Appreciation Right incurs a Termination of Service on or
before the Automatic Exercise Date. For the avoidance of doubt, no Option or Stock Appreciation Right with an exercise price per Share
that is equal to or greater than the Fair Market Value per Share on the Automatic Exercise Date shall be exercised pursuant to this Section
6.6.


 


6.7 Additional Terms of
Incentive Stock Options. The Administrator may grant Incentive Stock Options only to Employees, and any employees of the Company’s
future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities
the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater
Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term
of the Option will not exceed five years. All Incentive Stock Options (and Award Agreements related thereto) will be subject to and construed
consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to
the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option
made within: (a) two years from the grant date of the Option; or (b) one year after the transfer of such Shares to the Participant,
specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption
of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable
to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option”
under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option”
under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding
the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Nonqualified Stock Option.


 




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6.8 Termination of Service.
Unless otherwise provided by the Administrator in an Award Agreement or in an employment agreement the terms of which have been approved
by the Administrator, in the event a Participant incurs a Termination of Service:


 


(a) other
than upon the Participant’s death or Disability, the Participant may exercise his or her Option or Stock Appreciation Right (to the extent
that the Participant was entitled to exercise such Option or Stock Appreciation Right as of the date of Termination of Service) but only
within such period of time ending on the earlier of: (i) the date three months following the Participant’s date of Termination of Service;
or (ii) the expiration of the term of the Option or Stock Appreciation Right as set forth in the applicable Award Agreement; provided,
however, that if a Participant incurs a Termination of Service for Cause, all outstanding Options or Stock Appreciation Rights (whether
or not vested) shall immediately terminate and cease to be exercisable; provided, further, however, if, after such Termination of Service,
the Participant does not exercise his or her Option or Stock Appreciation Right within the time specified above, the applicable Option
or Stock Appreciation Right shall terminate;


 


(b) as
a result of the Participant’s Disability, the Participant may exercise his or her Option or Stock Appreciation Right (to the extent that
the Participant was entitled to exercise such Option or Stock Appreciation Right as of the date of termination), but only within such
period of time ending on the earlier of: (i) the date 12 months following the Participant’s date of Termination of Service; or (ii) the
expiration of the term of the Option or Stock Appreciation Right as set forth in the applicable Award Agreement; provided, however, if,
after such Termination of Service, the Participant does not exercise his or her Option or Stock Appreciation Right within the time specified
above, the applicable Option or Stock Appreciation Right shall terminate; or


 


(c) as
a result of the Participant’s death, then the Option or Stock Appreciation Right may be exercised (to the extent the Participant was entitled
to exercise such Option or Stock Appreciation Right as of the date of death) by the Participant’s estate, by a person who acquired the
right to exercise the Option or Stock Appreciation Right by bequest or inheritance or by a person designated to exercise the Option or
Stock Appreciation Right upon the Participant ’s death, but only within the period ending on the earlier of: (i) the date 12 months following
the date of death; or (b) the expiration of the term of such Option or Stock Appreciation Right as set forth in the applicable Award Agreement;
provided, however, if, after such Termination of Service, the applicable Option or Stock Appreciation Right is not exercised within the
time specified above, the applicable Option or Stock Appreciation Right shall terminate.


 


ARTICLE VII. 


RESTRICTED STOCK; RESTRICTED STOCK UNITS 


 


7.1 General. The Administrator
may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to forfeiture or the Company’s
right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant if conditions
the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that
the Administrator establishes for such Award. In addition, the Administrator may grant Restricted Stock Units, which may be subject to
vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement, to Service
Providers. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock and Restricted Stock
Units; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the
Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance
of Restricted Stock and Restricted Stock Units to the extent required by Applicable Law. The Award Agreement for each Award of Restricted
Stock and Restricted Stock Units shall set forth the terms and conditions not inconsistent with the Plan as the Administrator shall determine.


 




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7.2 Restricted Stock.


 


(a) Stockholder
Rights. Unless otherwise determined by the Administrator, each Participant holding shares of Restricted Stock will be entitled to
all the rights of a stockholder with respect to such Shares, subject to the restrictions in the Plan and the applicable Award Agreement,
including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends
and other distributions have a record date that is on or after the date on which such Participant becomes the record holder of such Shares;
provided, however, that with respect to a share of Restricted Stock subject to restrictions or vesting conditions, except in connection
with a spin-off or other similar event as otherwise permitted under Section 9.2, dividends which are paid to Company stockholders
prior to the removal of restrictions and satisfaction of vesting conditions shall only be paid to the Participant to the extent that the
restrictions are subsequently removed and the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.


 


(b) Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.


 


(c) Section
83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted
Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise
be taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company
promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.


 


7.3 Restricted Stock Units.
The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, subject to compliance
with Applicable Law.


 


ARTICLE VIII. 


OTHER TYPES OF AWARDS 


 


8.1 General. The Administrator
may grant Performance Stock Unit awards, Performance Bonus Awards, Dividend Equivalents or Other Stock or Cash Based Awards, to one or
more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Administrator shall
determine.


 


8.2 Performance Stock Unit
Awards. Each Performance Stock Unit award shall be denominated in a number of Shares or in unit equivalents of Shares or units of
value (including a dollar value of Shares) and may be linked to any one or more of performance or other specific criteria, including service
to the Company or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified date or dates or over any
period or periods determined by the Administrator. In making such determinations, the Administrator may consider (among such other factors
as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular
Participant.


 


8.3 Performance Bonus Awards.
Each right to receive a bonus granted under this Section 8.3 shall be denominated in the form of cash (but may be payable in cash,
stock or a combination thereof) (a “Performance Bonus Award”) and shall be payable upon the attainment of performance
goals that are established by the Administrator and relate to one or more of performance or other specific criteria, including service
to the Company or Subsidiaries, in each case on a specified date or dates or over any period or periods determined by the Administrator.


 




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8.4 Dividend Equivalents.
If the Administrator provides, an Award (other than an Option or Stock Appreciation Right) may provide a Participant with the right to
receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash
or Shares and subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents
are granted and subject to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein,
Dividend Equivalents with respect to an Award subject to vesting shall either: (a) to the extent permitted by Applicable Law, not be paid
or credited; or (b) be accumulated and subject to vesting to the same extent as the related Award. All such Dividend Equivalents shall
be paid at such time as the Administrator shall specify in the applicable Award Agreement.


 


8.5 Other Stock or Cash
Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive
cash or Shares to be delivered in the future and annual or other periodic or long-term cash bonus awards (whether based on specified performance
criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will
also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator
determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash
Based Award, including any purchase price, performance goal(s), transfer restrictions, and vesting conditions, which will be set forth
in the applicable Award Agreement. Except in connection with a spin-off or other similar event as otherwise permitted under Article IX,
dividends that are paid prior to vesting of any Other Stock or Cash Based Award shall only be paid to the applicable Participant to the
extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.


 


ARTICLE IX. 


ADJUSTMENTS FOR CHANGES IN COMMON STOCK 


AND CERTAIN OTHER EVENTS 


 


9.1 Equity Restructuring.
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article IX the Administrator will equitably
adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include:
(a) adjusting the number and type of securities subject to each outstanding Award or with respect to which Awards may be granted under
the Plan (including, but not limited to, adjustments of the limitations in Article V hereof on the maximum number and kind of shares that
may be issued); (b) adjusting the terms and conditions of (including the grant or exercise price), and the performance goals or other
criteria included in, outstanding Awards; and (c) granting new Awards or making cash payments to Participants. The adjustments provided
under this Section 9.1 will be nondiscretionary and final and binding on all interested parties, including the affected Participant
and the Company; provided that the Administrator will determine whether an adjustment is equitable.


 




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9.2 Corporate Transactions.
In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization,
merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock
or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company
or its financial statements or any change in any Applicable Law or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except
that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after
such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of
the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or
issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Law or accounting
principles:


 


(a) To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero,
then the Award may be terminated without payment;


 


(b) To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares (or other property) covered thereby,
notwithstanding anything to the contrary in the Plan or the provisions of such Award;


 


(c) To
provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be
substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by
the Administrator;


 


(d) To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards or with
respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article V hereof
on the maximum number and kind of shares which may be issued) or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding Awards;


 


(e) To
replace such Award with other rights or property selected by the Administrator; or


 


(f) To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


9.3 Change in Control.


 


(a) Notwithstanding
any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to: (i) terminate an Award
in exchange for cash, rights or property; or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture
restrictions prior to the consummation of a Change in Control, pursuant to Section 9.2: (A) such Award (other than any portion subject
to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or
a parent or subsidiary of the successor corporation; and (B) the portion of such Award subject to performance-based vesting shall
be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s
discretion.


 




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(b) In
the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any portion subject
to performance-based vesting), the Administrator shall cause such Award to become fully vested and, if applicable, exercisable immediately
prior to the consummation of such transaction and all forfeiture restrictions on such Award to lapse and, to the extent unexercised upon
the consummation of such transaction, to terminate in exchange for cash, rights or other property. The Administrator shall notify the
Participant of any Award that becomes exercisable pursuant to the preceding sentence that such Award shall be fully exercisable for a
period of 15 days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate
upon the consummation of the Change in Control in accordance with the preceding sentence.


 


(c) For
the purposes of this Section 9.3, an Award shall be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely
common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of
the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock
in the Change in Control.


 


9.4 Administrative Stand
Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other
distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting
the Shares or the share price of Common Stock (including any Equity Restructuring or any securities offering or other similar transaction)
or for reasons of administrative convenience or to facilitate compliance with any Applicable Law, the Company may refuse to permit the
exercise or settlement of one or more Awards for such period of time as the Company may determine to be reasonably appropriate under the
circumstances.


 


9.5 General. Except
as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision
or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation,
merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under
Section 9.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities
convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award
or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect
or restrict in any way the Company’s right or power to make or authorize: (a) any adjustment, recapitalization, reorganization or
other change in the Company’s capital structure or its business; (b) any merger, consolidation, spinoff, dissolution or liquidation
of the Company or sale of Company assets; or (c) any sale or issuance of securities, including securities with rights superior to
those of the Shares or securities convertible into or exchangeable for Shares.


 




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ARTICLE X. 


PROVISIONS APPLICABLE TO AWARDS 


 


10.1 Transferability.


 


(a) No
Award may be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, or, subject to the Administrator’s consent, in its sole discretion, pursuant to a DRO, unless and
until such Award has been exercised or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares
have lapsed. During the life of a Participant, Awards will be exercisable only by the Participant, unless it has been disposed of pursuant
to a DRO. After the death of a Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Award Agreement, be exercised by the Participant’s personal representative or by any person empowered
to do so under the deceased Participant’s will or under the then-Applicable Law of descent and distribution. References to a Participant,
to the extent relevant in the context, will include references to a transferee approved by the Administrator.


 


(b) Notwithstanding
Section 10.1(a), the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such
Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified
Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i) an
Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than: (A) to
another Permitted Transferee of the applicable Participant; or (B) by will or the laws of descent and distribution or, subject to
the consent of the Administrator, pursuant to a domestic relations order; (ii) an Award transferred to a Permitted Transferee shall
continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability
to further transfer the Award to any person other than another Permitted Transferee of the applicable Participant); (iii) the Participant
(or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator,
including, without limitation documents to: (A) confirm the status of the transferee as a Permitted Transferee; (B) satisfy
any requirements for an exemption for the transfer under Applicable Law; and (C) evidence the transfer; and (iv) any transfer
of an Award to a Permitted Transferee shall be without consideration, except as required by Applicable Law. In addition, and further notwithstanding
Section 10.1(a), the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options
to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Participant is
considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.


 


(c) Notwithstanding
Section 10.1(a), if permitted by the Administrator, a Participant may, in the manner determined by the Administrator, designate a
Designated Beneficiary. A Designated Beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant and any additional restrictions
deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified
under Applicable Law and resides in a community property state, a designation of a person other than the Participant’s spouse or domestic
partner, as applicable, as the Participant’s Designated Beneficiary with respect to more than 50% of the Participant’s interest in the
Award shall not be effective without the prior written or electronic consent of the Participant’s spouse or domestic partner. Subject
to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time; provided that the change or revocation
is delivered in writing to the Administrator prior to the Participant’s death.


 


10.2 Documentation.
Each Award will be evidenced in an Award Agreement in such form as the Administrator determines in its discretion. Each Award may contain
such terms and conditions as are determined by the Administrator in its sole discretion, to the extent not inconsistent with those set
forth in the Plan.


 




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10.3 Discretion. Except
as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award
to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 


10.4 Changes in Participant’s
Status. Except to the extent otherwise provided in this Plan, including Article 6, or an Award Agreement, the Administrator will determine
how a change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during
which, the Participant may exercise rights under the Award, if applicable. Except to the extent otherwise required by Applicable Law or
expressly authorized by the Company or by the Company’s written policy on leaves of absence, no service credit shall be given for vesting
purposes for any period the Participant is on a leave of absence.


 


10.5 Withholding.


 


(a) Each
Participant must pay the Company or a Subsidiary, as applicable, or make provision satisfactory to the Administrator for payment of, any
Tax-Related Items required by Applicable Law to be withheld in connection with such Participant’s Awards and/or Shares by the date of
the event creating the liability for Tax-Related Items.


 


(b) At
the Company’s discretion and subject to any Company insider trading policy (including black-out periods), any withholding obligation for
Tax-Related Items may be satisfied by: (i) deducting an amount sufficient to satisfy such withholding obligation from any payment
of any kind otherwise due to a Participant; (ii) accepting a payment from the Participant in cash, by wire transfer of immediately
available funds, or by check made payable to the order of the Company or a Subsidiary, as applicable; (iii) accepting the delivery
of Shares, including Shares delivered by attestation; (iv) retaining Shares from the Award creating the withholding obligation for
Tax-Related Items, valued on the date of delivery; (v) if there is a public market for Shares at the time the withholding obligation
for Tax-Related Items is satisfied, selling Shares issued pursuant to the Award creating the withholding obligation for Tax-Related Items,
either voluntarily by the Participant or mandatorily by the Company; (vi) accepting delivery of a promissory note or any other lawful
consideration; or (vii) any combination of the foregoing payment forms. The amount withheld pursuant to any of the foregoing payment
forms shall be determined by the Company and may be up to, but no greater than, the aggregate amount of such obligations based on the
maximum statutory withholding rates in the applicable Participant’s jurisdiction for all Tax-Related Items that are applicable to such
taxable income.


 


(c) If
any tax withholding obligation will be satisfied under clause (v) of Section 10.5(b), each Participant’s acceptance of an Award under
the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to any brokerage firm selected
by the Company to effect the sale to complete the transactions described in such clause (v).


 


10.6 Amendment of Award;
Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the
same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Nonqualified Stock Option.
The Participant’s consent to such action will be required unless: (a) the action, taking into account any related action, does not
materially and adversely affect the Participant’s rights under the Award; or (b) the change is permitted under Article IX or pursuant
to Section 11.6. In addition, the Administrator shall, without the approval of the stockholders of the Company, have the authority
to: (i) amend any outstanding Option or Stock Appreciation Right to reduce its exercise price per Share; or (ii) cancel any
Option or Stock Appreciation Right in exchange for cash or another Award.


 




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10.7 Conditions on Delivery
of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered
under the Plan until: (a) all Award conditions have been met or removed to the Company’s satisfaction; (b) as determined by
the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including, without limitation,
any applicable securities laws and stock exchange or stock market rules and regulations; (c) any approvals from governmental agencies
that the Company determines are necessary or advisable have been obtained, and (d) the Participant has executed and delivered to
the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy Applicable Law. The inability
or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed
by the Company’s 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, and shall constitute
circumstances in which the Administrator may determine to amend or cancel Awards pertaining to such Shares, with or without consideration
to the Participant.


 


10.8 Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially realizable.


 


ARTICLE XI. 


MISCELLANEOUS 


 


11.1 No Right to Employment
or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as
giving a Participant the right to continue employment or any other relationship with the Company or a Subsidiary. The Company and its
Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or other written agreement between
the Participant and the Company or any Subsidiary.


 


11.2 No Rights as Stockholder;
Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with
respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision
of the Plan, unless the Administrator otherwise determines or Applicable Law requires, the Company will not be required to deliver to
any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books
of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on any share certificate
or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted
Stock).


 


11.3 Effective Date of
Plan. The Plan shall become effective as of the Effective Date, but no Award shall be exercised (or, in the case of an Incentive Stock
Option, shall be granted) unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within
12 months before or after the date the Plan is adopted by the Board. No Incentive Stock Option may be granted pursuant to the Plan after
the tenth anniversary of the earlier of: (a) the date the Plan was approved by the Board; and (b) the date the Plan was approved by the
Company’s shareholders.


 




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11.4 Amendment of Plan.
The Board may amend, suspend or terminate the Plan at any time and from time to time; provided that (a) no amendment requiring stockholder
approval to comply with Applicable Law shall be effective unless approved by the Board, and (b) no amendment, other than an increase
to the Overall Share Limit or pursuant to Article IX or Section 11.6, may materially and adversely affect any Award outstanding at
the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period
or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan
and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment
to the extent necessary to comply with Applicable Law.


 


11.5 Provisions for Foreign
Participants. The Administrator may modify Awards granted to Participants who are nationals of a country other than the United States
or employed or residing outside the United States, establish subplans or procedures under the Plan or take any other necessary or appropriate
action to address Applicable Law, including: (a) differences in laws, rules, regulations or customs of such jurisdictions with respect
to tax, securities, currency, employee benefit or other matters; (b) listing and other requirements of any non-U.S. securities exchange;
and (c) any necessary local governmental or regulatory exemptions or approvals.


 


11.6 Section 409A.


 


(a) General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences,
interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the
Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions
(including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment
of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with
Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an
Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise.
The Company will have no obligation under this Section 11.6 or otherwise to avoid the taxes, penalties or interest under Section 409A
with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or
interest under Section 409A.


 


(b) Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a Participant’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A, be made
only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation
from service” occurs upon or after the Participant’s Termination of Service. For purposes of this Plan or any Award Agreement relating
to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a
“separation from service.”


 




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(c) Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes
under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from
service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on
the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments
of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation
from service” will be paid at the time or times the payments are otherwise scheduled to be made.


 


11.7 Limitations on Liability.
Notwithstanding any other provisions of the Plan, no individual acting as a director, officer or other employee of the Company or any
Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability,
or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan
because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer or other employee of
the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer or other employee of the Company or
any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s
approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith; provided that
he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf.


 


11.8 Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded,
and the illegal or invalid action will be null and void.


 


11.9 Governing Documents.
If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company
(or any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement was approved by the Administrator and
expressly provides that a specific provision of the Plan will not apply.


 


11.10 Governing Law.
The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Florida, without regard to the
conflict of law rules thereof or of any other jurisdiction.


 


11.11 Clawback Provisions.
All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively receives
upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment by the
Company to the extent required to comply with Applicable Law or any policy of the Company providing for the reimbursement of incentive
compensation, whether or not such policy was in place at the time of grant of an Award.


 


11.12 Titles and Headings.
The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles
or headings, will control.


 




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11.13 Conformity to Applicable
Law. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Law. Notwithstanding anything
herein to the contrary, the Plan and all Awards will be administered only in a manner intended to conform with Applicable Law. To the
extent Applicable Law permits, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Law.


 


11.14 Relationship to Other
Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings,
profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided in writing
in such other plan or an agreement thereunder.


 


11.15 Unfunded Status of
Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained in the Plan or Award Agreement shall give the Participant any rights that are
greater than those of a general creditor of the Company or any Subsidiary.


 


11.16 Limitations Applicable
to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award 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 Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


11.17 No Fractional Shares.
No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash,
additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any
fractional shares should be rounded, forfeited or otherwise eliminated.


 


11.18 Prohibition on Executive
Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no Participant 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 Awards 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.


 


11.19 Broker-Assisted Sales.
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect
to the Plan or Awards, including amounts to be paid under Section 10.5: (a) any Shares to be sold through the broker-assisted sale
will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part
of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant
will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or
its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant
as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular
price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant
may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion
of the Participant’s obligation.


 


As adopted by the Board of Directors of FreeCast,
Inc. on June 25, 2021.


 


As approved by the shareholders of FreeCast, Inc.
on [              ], 2021.


 


 


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