Exhibit 10.22(b)


 


FREECAST, INC. 


2021 INCENTIVE AWARD PLAN 


STOCK OPTION GRANT NOTICE 


 


FreeCast, Inc., a Florida corporation, (the “Company”),
pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder
listed below (“Participant”), an option to purchase the number of shares of Common Stock (the “Shares”),
set forth below (the “Option”). The Option is subject to all of the terms and conditions set forth herein, as well as
in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated
herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant
Notice and the Agreement.


 


	Participant:	 	[                   ]
	 	 
	Grant Date:	 	[                   ]
	 	 
	Vesting Commencement Date:	 	[                   ] (First day of the month following the six month anniversary of the date of hire for new hires)
	 	 
	Number of Shares Subject to the Option (“Option Shares”):	 	[                   ]
	 	 	 
	Exercise Price per Share:	 	$[                 ]
	 	 
	Total Exercise Price:	 	[                   ]
	 	 
	Expiration Date:	 	[                   ]
	 	 
	Vesting Schedule:	 	1/36th of the Option Shares on the first day of each month, beginning on the Vesting Commencement Date and continuing each successive month until the Option is 100% vested.


 


	Type of Option:	☐  Incentive Stock Option	☐  Nonqualified Stock Option 


 


By Participant’s acceptance, Participant agrees
to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Plan, the Agreement
and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to Participant’s acceptance and
fully understands all provisions of the Plan, the Agreement and this Grant Notice. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Agreement or this Grant
Notice.


 


	FREECAST, INC.:	 	PARTICIPANT:
	 	 	 	 	 
	By:  	 	 	 
	 	William Mobley, Jr., CEO	 	Print Name:	 


 




     


     


    

 


EXHIBIT A 


TO STOCK OPTION GRANT NOTICE 


 


STOCK OPTION AGREEMENT 


 


Pursuant to the Stock Option Grant Notice (the
“Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, FreeCast, Inc.,
a Florida corporation (the “Company”), has granted to the Participant an Option under the Company’s 2021 Incentive Award
Plan, as may be amended from time to time (the “Plan”), to purchase the number of Shares indicated in the Grant Notice.


 


ARTICLE 1. 


GENERAL 


 


1.1 Defined Terms.
Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.


 


1.2 Incorporation of Terms
of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.


 


ARTICLE 2. 


GRANT OF OPTION 


 


2.1 Grant of Option.
Effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the
Participant the Option to purchase any part or all of an aggregate of the number of Shares set forth in the Grant Notice, upon the terms
and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Article IX of the Plan. Unless designated
as a Nonqualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.


 


2.2 Exercise Price.
The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other charge;
provided, however, that the price per share of the Shares subject to the Option shall not be less than 100% of the Fair
Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if the Option is designated as an Incentive Stock Option and
the Participant is a Greater Than 10% Stockholder as of the Grant Date, the exercise price per share of the Shares subject to the Option
shall not be less than 110% of the Fair Market Value of a Share on the Grant Date.


 


ARTICLE 3. 


PERIOD OF EXERCISABILITY 


 


3.1 Commencement of Exercisability.


 


(a) Subject
to Sections 3.2, 3.3, 5.7 and 5.12 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set
forth in the Grant Notice.


 


(b) No
portion of the Option which has not become vested and exercisable at the Termination Date (as defined below) shall thereafter become vested
and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and
the Participant. For the avoidance of doubt, employment or service during only a portion of the vesting period shall not entitle the Participant
to vest in a pro-rata portion of the Option.


 




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(c) Notwithstanding
Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, in the event of a Change in Control the Option shall
be treated pursuant to Sections 9.2 and 9.3 of the Plan.


 


3.2 Duration of Exercisability.
The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes
vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes
unexercisable under Section 3.3 hereof.


 


3.3 Expiration of Option.
The Option may not be exercised to any extent by anyone after the first to occur of the following events:


 


(a) The
Expiration Date set forth in the Grant Notice, which shall in no event be more than ten years from the Grant Date;


 


(b) If
the Option is designated as an Incentive Stock Option and the Participant, at the time the Option was granted, was a Greater Than 10%
Stockholder, the expiration of five years from the Grant Date;


 


(c) The
expiration of 90 days from the Termination Date, unless the Termination of Service is for Cause or occurs by reason of the Participant’s
death or Disability;


 


(d) The
expiration of 12 months from the Termination Date if the Termination of Service occurs by reason of the Participant’s death or Disability;
or


 


(e) The
Participant’s Termination of Service for Cause.


 


3.4 Termination Date.
For purposes of the Option, the Participant’s Termination of Service is deemed to occur as of the date the Participant is no longer actively
providing services to the Company or any Subsidiary (regardless of the reason for the termination and whether or not later found to be
invalid or in breach of Applicable Law in the jurisdiction where the Participant is rendering services or the terms of the Participant’s
employment or other service agreement, if any) (the “Termination Date”), and unless otherwise determined by the Administrator:
(i) the Participant’s right to vest in the Option, if any, will terminate as of the Termination Date and will not be extended by
any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden
leave” or similar period mandated under the Applicable Law of the jurisdiction where the Participant is rendering services or the
terms of the Participant’s employment or other service agreement, if any); and (ii) the period (if any) during which the Participant
may exercise the Option after Termination of Service will commence on the date the Participant ceases to actively provide services and
will not be extended by any notice period mandated under the Applicable Law of the jurisdiction where the Participant is rendering services
or the terms of the Participant’s employment or service agreement, if any. The Administrator shall have the exclusive discretion to determine
when the Participant is no longer actively providing services for purposes of the Option (including whether the Participant may still
be considered to be providing services while on a leave of absence) and, hence, when the Termination Date occurs.  


 


3.5 Special Tax Consequences.
The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted)
of all Shares with respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time
by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Nonqualified Stock Options to the
extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that
the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into
account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.
The Participant also acknowledges that an Incentive Stock Option exercised more than 90 days after the Participant’s Termination of Employment,
other than by reason of death or Disability, will be taxed as a Nonqualified Stock Option.


 




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3.6 Tax Withholding.


 


(a) The
Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or other affiliate of the
Company for which the Participant renders services (the “Service Recipient”) the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Service
Recipient. The Participant further acknowledges that the Company and/or the Service Recipient: (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant,
vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends;
and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or
eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject
to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former
Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 


(b) The
Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction of any Tax-Related
Items that may arise in connection with the exercise of the Option or the acquisition of the Shares by the Participant. The Company shall
not be required to issue, allot or transfer Shares until the Participant has satisfied this obligation. At the time Participant exercises
the Option, in whole or in part, or at the time any other withholding event for Tax-Related Items occurs with respect to the Option, the
Participant hereby authorizes the Company and/or Service Recipient, or their respective agents, at their discretion, to satisfy any applicable
withholding obligations for Tax-Related Items by one or a combination of the following methods:


 


(i) withholding
from the Participant’s salary, wages, or any other amounts payable to the Participant, in accordance with Applicable Law;


 


(ii) withholding
Shares otherwise issuable to the Participant upon the exercise of the Option, provided that to the extent necessary to qualify for an
exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject
to the express prior approval of the Board or the Committee;


 


(iii) instructing
a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant upon exercise of the Option and to submit the
proceeds of such sale to the Company; or


 


(iv) any
other method determined by the Company to be in compliance with Applicable Law.


 


(c) The
Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates,
including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive
a refund of any over-withheld amount in cash and (with no entitlement to the equivalent in Shares) or if not refunded, the Participant
may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional
Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligations for Tax-Related
Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares
subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying the withholding
obligations for Tax-Related Items.


 




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(d) Finally,
the Participant agrees to pay the Company or the Service Recipient any amount of Tax-Related Items that cannot be satisfied by the means
described above in Section 3.6(b). The Company shall not be obligated to deliver any Shares to the Participant or the Participant’s
legal representative unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied
in full the amount of any withholding obligation for Tax-Related Items resulting from the Option or the Shares subject to the Option.


 


ARTICLE 4. 


EXERCISE OF OPTION 


 


4.1 Person Eligible to
Exercise. Except as provided in Section 5.4 hereof, during the lifetime of the Participant, only the Participant may exercise
the Option or any portion thereof, unless it has been disposed of pursuant to a DRO. After the death of the Participant, any exercisable
portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the
deceased Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the
then applicable laws of descent and distribution.


 


4.2 Partial Exercise.
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time
prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However, the Option shall not
be exercisable with respect to fractional Shares.


 


4.3 Manner of Exercise.
The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party
administrator or other person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery),
during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3 hereof:


 


(a) An
exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Administrator. The notice shall be signed by the Participant or other person then
entitled to exercise the Option or such portion of the Option;


 


(b) The
receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment
of any applicable Tax-Related Items, which shall be made by deduction from other compensation payable to the Participant or in such other
form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;  


 


(c) Any
other written representations or documents as may be required in the Administrator’s sole discretion to evidence compliance with the Securities
Act, the Exchange Act or any other applicable law, rule or regulation; and


 


(d) In
the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the
Participant, appropriate proof of the right of such person or persons to exercise the Option.


 


Notwithstanding any of the foregoing, the Company shall have the right
to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time
to time.


 




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4.4 Method of Payment.
Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:


 


(a) Cash
or check;


 


(b) With
the consent of the Administrator, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option)
held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair
Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or


 


(c) Other
legal consideration acceptable to the Administrator including, without limitation, through the delivery of a notice that the Participant
has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price;
provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event
not later than the settlement of such sale (Participant acknowledges that this may convert the Option into a non-qualified stock option).


 


4.5 Conditions to Issuance
of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but
unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The
Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment
of all of the conditions in Section 10.7 of the Plan and following conditions:


 


(a) The
admission of such Shares to listing on all stock exchanges on which such Shares are then listed;


 


(b) The
completion of any registration or other qualification of such Shares under any U.S. state or federal law or under rulings or regulations
of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute
discretion, deem necessary or advisable;


 


(c) The
obtaining of any approval or other clearance from any U.S. state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;  


 


(d) The
receipt by the Company of full payment for such Shares, including payment of any applicable Tax-Related Items, which may be in one or
more of the forms of consideration permitted under Section 4.4 hereof; and


 


(e) The
lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for
reasons of administrative convenience.


 


4.6 Rights as Stockholder.
The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation,
voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until
such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided in Article IX of the Plan.


 




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ARTICLE 5. 


OTHER PROVISIONS 


 


5.1 Nature of Grant.
By accepting the Option, the Participant acknowledges, understands and agrees that:


 


(a) the
Plan is established voluntarily by the Company, and it is wholly discretionary in nature;


 


(b) the
grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants
of options, or benefits in lieu of options, even if options have been granted in the past;


 


(c) all
decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;


 


(d) the
Participant is voluntarily participating in the Plan;


 


(e) the
Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any compensation;


 


(f) the
Option and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation
for any purposes, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, bonuses, long-service awards, holiday pay, retirement or welfare benefits or similar payments;


 


(g) the
future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;


 


(h) if
the underlying Shares do not increase in value, the Option will have no value;


 


(i) if
the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise
price;


 


(j) no
claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant’s Termination
of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Applicable Law in the jurisdiction where
the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any);


 


(k) unless
otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income from and value of same, are not granted
as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or other affiliate
of the Company;


 


(l) unless
otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create
any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or
substituted for, in connection with any corporate transaction affecting the Shares; and


 


(m) neither
the Company, the Service Recipient nor any other Subsidiary or other affiliate of the Company shall be liable for any foreign exchange
rate fluctuation between the Participant’s local currency and the U.S. dollar that may affect the value of the Option or of any amounts
due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.


 




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5.2 Administration.
The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations
and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other
interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan, this Agreement or the Option.


 


5.3 Whole Shares. The
Option may only be exercised for whole Shares.


 


5.4 Transferability.


 


(a) Subject
to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent
and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised and
the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor
any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her 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) unless and until the Option has been exercised, and any attempted disposition thereof
prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.


 


(b) During
the lifetime of the Participant, only the Participant may exercise the Option (or any portion thereof), unless it has been disposed of
pursuant to a DRO; after the death of the Participant, any exercisable portion of the Option may, prior to the time when such portion
becomes unexercisable under the Plan or this 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 laws of descent and distribution.


 


(c) Notwithstanding
any other provision in this Agreement, the Participant may, in the manner permitted and determined by the Administrator, designate a beneficiary
to exercise the rights of the Participant and to receive any distribution with respect to the Option upon the Participant’s death. A 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 this Agreement, except to the extent the Plan and this Agreement otherwise provide, and to 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 his or her beneficiary with respect to more than 50% of the Participant’s interest in the Option shall not
be effective without the prior written consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated
or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent
and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Participant at any time provided
the change or revocation is filed with the Administrator prior to the Participant’s death.




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5.5 No Advice Regarding
Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making recommendations regarding participation
in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant understands that the Participant may incur
tax consequences as a result of the grant, vesting or exercise of the Option, or with the purchase or disposition of the Shares subject
to the Option. The Participant understands and agrees that the Participant should consult with the Participant’s own tax, legal and financial
advisors regarding participation in the Plan before taking any action related to the Plan. 


 


5.6 Binding Agreement.
Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


5.7 Adjustments Upon Specified
Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine.
In addition, upon the occurrence of certain events relating to the Shares contemplated by Article IX of the Plan (including, without limitation,
an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the
number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of
the Option. The Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided
in this Agreement and Article IX of the Plan.


 


5.8 Notices. Any notice
to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of Clara Bevington, Financial Controller
at the Company, at Clara@freecast.com, or the Secretary of the Company, at the Company’s principal office, and any notice to be given
to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. By a notice
given pursuant to this Section 5.8, either party may hereafter designate a different address for notices to be given to that party. Any
notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the person entitled to
exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.8. Any notice shall be deemed duly given
when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.


 


5.9 Titles. Titles
are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.  


 


5.10 Governing Law and
Venue. The laws of the State of Florida shall govern the interpretation, validity, administration, enforcement and performance of
the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. For purposes of any action,
lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent
to the sole and exclusive jurisdiction of the courts of Orange County, Florida, or the federal courts for the United States for the Middle
District of Florida, and no other courts, where this grant is made and/or to be performed.


 


5.11 Conformity to Applicable
Law. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all Applicable Law and regulations and rules promulgated by the U.S. Securities
and Exchange Commission thereunder, and U.S. state securities laws and regulations. Notwithstanding anything herein to the contrary, the
Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such Applicable Law.
To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such
Applicable Law.


 




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5.12 Amendment, Suspension
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Administrator.


 


5.13 Successors and Assigns.
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.4 hereof, this Agreement
shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.


 


5.14 Notification of Disposition.
If the Option is designated as an Incentive Stock Option, the Participant shall give prompt notice to the Company of any disposition or
other transfer of any Shares acquired under this Agreement if such disposition or transfer is made: (a) within two years from the Grant
Date with respect to such Shares; or (b) within one year after the transfer of such Shares to the Participant. Such notice shall specify
the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration,
by the Participant in such disposition or other transfer.


 


5.15 Limitations Applicable
to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section
16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.


 


5.16 Not a Contract of
Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as
a Service Provider or interfere with or restrict in any way with the right of the Company or the Service Recipient, as applicable, which
rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services of the
Participant’s at any time.


 


5.17 Entire Agreement.
The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.


 


5.18 Section 409A.
The Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Code (together with any 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 date hereof, “Section 409A”). However, notwithstanding
any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any
portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation
to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice
or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application
of Section 409A or to comply with the requirements of Section 409A.


 




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5.19 Limitation on the
Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates
only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither
the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured
creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater
than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms
hereof.


 


5.20 Electronic Delivery
and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the company or a third party designated by the Company.


 


5.21 Language. The
Participant acknowledges that the Participant is sufficiently proficient in English, or has consulted with an advisor who is sufficiently
proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. If the Participant received
this Agreement, or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning
of the translated version is different than the English version, the English version will control.


 


5.22 Insider Trading/Market
Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws
in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of
the Shares, rights to Shares (e.g., the Option) or rights linked to the value of Shares, during such times as the Participant is
considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions).
Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing
inside information. Furthermore, the Participant may be prohibited from: (a) disclosing insider information to any third party, including
fellow employees (other than on a “need to know” basis); and (b) “tipping” third parties or causing them to otherwise
buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may
be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply
with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter.  


 


 


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