Exhibit 10.32


 


VIVAKOR, INC.


2021 EQUITY AND INCENTIVE PLAN


 


SECTION 1. GENERAL PURPOSE OF THE PLAN:
DEFINITIONS


 


The name of the plan is the
VIVAKOR, INC. 2021 EQUITY AND INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to encourage, retain and enable the
officers, employees, directors, Consultants and other key persons of VIVAKOR, INC., a Nevada corporation (including any successor entity,
the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful
conduct of its business, to acquire a proprietary interest in the Company.


 


The following terms shall
be defined as set forth below:


 


“Affiliate” of
any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or
indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership
of voting securities, by contract or otherwise.


 


“Award” or “Awards,” except
where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights (“SAR”), Restricted Stock Awards (including preferred stock), Unrestricted Stock Awards, Restricted
Stock Units, Performance Awards or any combination of the foregoing.


 


“Award Agreement” means
a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement
may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms
of the Plan and the Award Agreement, the terms of the Plan shall govern.


 


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


 


“Cause” shall
have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Cause,”
it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any
current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the grantee’s
commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure
to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable
judgment of the Company, after written notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful
misconduct or insubordination with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation
of any provision of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or
assignment of inventions.


 


“Chief Executive
Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President
of the Company.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Committee” means
the Committee of the Board referred to in Section 2.


 


“Consultant” means
any entity or natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in connection
with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for
the Company’s securities.


 


 






    	 	 	 



     


    

 


“Disability” means
such condition which renders a Person (A) unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than
12 months, (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than
3 months under an accident and health plan covering employees of the Company, (C) determined to be totally disabled by the Social Security
Administration, or (D) determined to be disabled under a disability insurance program which provides for a definition of disability that
meets the requirements of this section.


 


“Effective Date” means
the date on which the Plan is adopted as set forth in this Plan.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value” of
the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable
application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a
national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is
no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a
closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on
a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).


 


“Good Reason” shall
have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Good
Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board salary reductions
similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 100 miles in the
geographic location at which the grantee provides services to the Company, so long as the grantee provides at least 90 days’ notice
to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.


 


“Grant Date” means
the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award is
granted, which date may not precede the date of such Committee approval.


 


“Holder” means,
with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the Award or any Permitted
Transferee.


 


“Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section
422 of the Code.


 


“Non-Qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Permitted Transferees” shall
mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section 10(a)(ii)(A)): the Holder’s child,
stepchild, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Holder’s
household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons control the management of assets, and any other entity in which these persons own more than fifty percent
of the voting interests; provided, however, that any such trust does not require or permit distribution of any Shares during the term
of the Award Agreement unless subject to its terms. Upon the death of the Holder, the term Permitted Transferees shall also include such
deceased Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may
be.


 


“Person” shall
mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association,
trust, joint venture, unincorporated organization or any similar entity.


 


 






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“Restricted Stock
Award” means Awards granted pursuant to Section 7 and “Restricted Stock” means Shares issued pursuant to such
Awards. 


 


“Restricted Stock
Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined by the Committee,
pursuant to Section 9.


 


“Sale Event” means
the consummation of i) a change in the ownership of the Company, ii) a change in effective control of the Company, or iii) a change in
the ownership of a substantial portion of the assets of the Company. The occurrence of a Sale Event shall be acknowledged by the plan
administrator or board of directors, by strictly applying these provisions without any discretion to deviate from the objective application
of the definitions provided herein. ; provided, however, that any capital raising event, or a merger effected solely to change the Company’s
domicile shall not constitute a “Sale Event.”


 


Except as otherwise provided
herein, a change in the ownership of the Company occurs on the date that any one person, or more than one person acting as a group acquires
ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total
fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group,
is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company the acquisition
of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company (or to cause a change
in the effective control of the Company). An increase in the percentage of stock owned by any one person, or persons acting as a group,
as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this section. This section applies only when there is a transfer of stock of the Company (or issuance of stock)
which remains outstanding after the transaction.


 


A change in the effective
control of the Company occurs only on either of the following dates: (1) The date any one person, or more than one person acting as a
group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; (2) The date a
majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or
election.


 


A change in the ownership
of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group
acquires (or has acquired during the 12- month period ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all
of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated
with such assets.


 


“Section 409A” means
Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Service Relationship” means
any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the Company or any
Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s
status changes from full-time employee to part-time employee or Consultant).


 


“Shares” means
shares of Stock.


 


“Stock” means
the Common Stock, par value $0.001 per share, of the Company.


 


 






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“Stock Appreciation
Right” or “SAR” means any right to receive from the Company upon exercise by an optionee or settlement, in cash,
Shares, or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii)
the exercise price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.


 


“Subsidiary” means
any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or
indirectly.


 


“Ten Percent Owner” means
an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the
combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.


 


“Termination Event” means
the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries for any reason whatsoever, regardless
of the circumstances thereof, and including, without limitation, upon death, disability, retirement, discharge or resignation for any
reason, whether voluntarily or involuntarily. The following shall not constitute a Termination Event: (i) a transfer to the service of
the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary or (ii) an approved leave
of absence for military service or sickness, or for any other purpose approved by the Committee, if the individual’s right to re-employment
is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.


 


“Unrestricted Stock
Award” means any Award granted pursuant to Section 8 and “Unrestricted Stock” means Shares issued pursuant
to such Awards.


 


SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE
AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a) Administration
of Plan. The Plan shall be administered by the Compensation Committee of the Board, comprised of not less than three directors or
the Board of Directors in the absence of a Compensation Committee of the Board. All references herein to the “Committee” shall
be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors
or a committee or committees of the Board, as applicable).


 


(b) Powers of Committee.
The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:


 


(i) to select the individuals
to whom Awards may from time to time be granted;


 


(ii) to determine the time or
times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock Awards, Unrestricted
Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;


 


(iii) to determine the number
and types of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion ratio
or other price relating thereto;


 


(iv) to determine and, subject
to Section 13, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;


 


(v) to accelerate at any time
the exercisability or vesting of all or any portion of any Award;


 


 






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(vi) to impose any limitations
on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;


 


(vii) subject to Section 5(a)(ii)
and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised; and


 


(viii) at any time to adopt,
alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise
the administration of the Plan.


 


All decisions and interpretations
of the Committee shall be binding on all persons, including the Company and all Holders.


 


(c) Award Agreement.
Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award.


 


(d) Indemnification.
Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any
delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage
or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’
and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between
such individual and the Company.


 


(e) Foreign Award
Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which
the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals,
if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted
to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or
modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase
the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines
to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.


 


SECTION 3. STOCK ISSUABLE UNDER THE PLAN;
MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION


 


(a) Stock Issuable.
The maximum number of Shares reserved and available for issuance under the Plan shall be 60,000,000 Shares (the “Share Reserve”),
subject to adjustment as provided in Section 3(b) and the following sentence regarding the annual increase. In addition, the Share Reserve
will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2023, and ending
on (and including) January 1, 2032, in an amount equal to 6,000,000 shares. Notwithstanding the foregoing, the Board may act prior to
January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase
in the Share Reserve for such year will be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence.
If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having
been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), the Shares subject to such Stock Award,
to the extent of any such expiration, termination or settlement, will again be available for issuance under the Plan. If any shares of
Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency
or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again
become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a
Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the
Plan. For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior
to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the Shares
available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to
any type or types of Award, and no more than 1,000,000 Shares may be issued pursuant to Incentive Stock Options. The value of any Shares
granted to a non-employee director of the Company, solely for services as a director, when added to any annual cash payments or awards,
shall not exceed an aggregate value of four hundred thousand dollars ($400,000) in any calendar year.


 


 






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(b) Changes in Stock.
Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or
are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares
or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case,
without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially
all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor
entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the maximum number
of Shares reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding
Awards under the Plan, (iii) the repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for
each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise
price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make
such adjustments as may be required by the laws of Nevada and the rules and regulations promulgated thereunder. The adjustment by the
Committee shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment,
but the Committee in its discretion may make a cash payment in lieu of fractional shares.


 


(c) Sale Events.


 


(i) Options.


 


(A) In the case of and subject
to the consummation of a Sale Event, the Plan and all outstanding Options and SARs issued hereunder shall become one hundred percent (100%)
vested upon the effective time of any such Sale Event. New stock options or other awards of the successor entity or parent thereof shall
be substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per
share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms
of any Award Agreement).


 


(B) In the event of the termination
of the Plan and all outstanding Options and SARs issued hereunder pursuant to Section 3(c), each Holder of Options shall be permitted,
within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all such Options or SARs
which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided, however, that the exercise
of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event.


 


(C) Notwithstanding anything
to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make
or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation thereof,
in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock
pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding Options being cancelled (to
the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess
of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.


 


(ii) Restricted Stock
and Restricted Stock Unit Awards.


 


(A) In the case of and subject
to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued hereunder shall become
one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards
as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).


 


(B) Such Restricted Stock
shall be repurchased from the Holder thereof at the then Fair Market Value of such shares, (subject to adjustment as provided in Section
3(b)) for such Shares.


 


(C) Notwithstanding anything
to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make
or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the Holders, in exchange
for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such Awards, to be paid at the
time of such Sale Event or upon the later vesting of such Awards.


 


 






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SECTION 4. ELIGIBILITY


 


Grantees under the Plan will
be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any Subsidiary who are
selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals
described in Rule 701(c) of the Securities Act.


 


SECTION 5. STOCK OPTIONS


 


Upon the grant of a Stock
Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be
determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.


 


Stock Options granted under
the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees
of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the
extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


(a) Terms of Stock
Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements of Section
4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable.


 


(i) Exercise Price.
The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall
not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a
Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110 percent
of the Fair Market Value on the Grant Date.


 


(ii) Option Term.
The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from the Grant
Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more
than five years from the Grant Date.


 


(iii) Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion
of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting
schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes
of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock
Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been
exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the
Company as a stockholder.


 


(iv) Method of Exercise.
Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic notice of exercise to
the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following
methods (or any combination thereof) to the extent provided in the Award Agreement:


 


(A) In cash, by certified
or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;


 


(B) If permitted by the Committee,
by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for
the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of
the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;


 


 






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(C) If permitted by the Committee,
through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are
beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable
accounting treatment under applicable accounting rules, such surrendered Shares if originally purchased from the Company shall have been
owned by the optionee for at least six months. Such surrendered Shares shall be valued at Fair Market Value on the exercise date;


 


(D) If permitted by the Committee
and by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event
the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or


 


(E) If permitted by the Committee,
and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which
the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that
does not exceed the aggregate exercise price.


 


Payment instruments will be
received subject to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated
Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed
necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may include, without limitation,
(i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the Shares for
the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations relating to compliance
with applicable law governing the issuance of securities, (ii) the legending of the certificate (or notation on any book entry) representing
the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or provision for all withholding taxes due
as a result of the exercise of the Option. The delivery of certificates representing the shares of Stock (or the transfer to the optionee
on the records of the Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be
contingent upon (A) receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock
Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award
Agreement or applicable provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements
or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee
chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of Shares attested to by the Optionee.


 


(b) Annual Limit on
Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code,
the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted
under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the
Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


(c) Termination.
Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship
shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s
right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the event of
a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which is: (A) 12 months
following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of
time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which
the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer
period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the Expiration Date set forth
in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may provide that if the optionee’s Service
Relationship is terminated for Cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s
termination and shall not thereafter be exercisable.


 


 






    	 	8	 



     


    

 


SECTION 6. STOCK APPRECIATION RIGHTS


 


The Committee is authorized
to grant SARs to optionees with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan, as the Committee shall determine –


 


(a) SARs may be granted under
the Plan to optionees either alone or in addition to other Awards granted under the Plan and may, but need not, relate to specific Option
granted under Section 5.


 


(b) The exercise price per
Share under a SAR shall be determined by the Committee, provided, however, that except in the case of a substitute Award, such exercise
price shall not be less than the fair market value of a Share on the date of grant of such SAR.


 


(c) The term of each SAR shall
be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.


 


(d) The Committee shall determine
the time or times at which a SAR may be exercised or settled in whole or in part. Unless otherwise determined by the Committee or unless
otherwise set forth in an Award Agreement, the provisions set forth in Section 5 above with respect to exercise of an Award following
termination of service shall apply to any SAR. The Committee may specify in an Award Agreement that an “in-the-money” SAR
shall be automatically exercised on its expiration date.


 


SECTION 7. RESTRICTED STOCK AWARDS


 


(a) Nature of Restricted
Stock Awards. The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the
Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan. The Committee shall determine the
restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on the type of stock
upon which restrictions are placed, continuing employment (or other Service Relationship), achievement of pre-established performance
goals and objectives and/or such other criteria as the Committee may determine. Upon the grant of a Restricted Stock Award, the Company
and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and grantees.


 


(b) Rights as a Stockholder.
Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted Stock shall be considered
the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares are entitled to voting rights,
subject to such conditions contained in the Award Agreement. The grantee shall be entitled to receive all dividends and any other distributions
declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution.
Unless the Committee shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company
until such Restricted Stock is vested as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition
of the grant, to deliver to the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.


  


(c) Restrictions.
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section
13 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with the Company and any Subsidiary
terminates, the Company or its assigns shall have the right, as may be specified in the relevant instrument, to repurchase some or all
of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.


 


(d) Vesting of Restricted
Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall lapse and the Restricted
Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the Award Agreement.


 


 






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SECTION 8. UNRESTRICTED STOCK AWARDS


 


The Committee may, in its
sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person under Section
4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee.


 


SECTION 9. RESTRICTED STOCK UNITS


 


(a) Nature of Restricted
Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof Restricted Stock Units
under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of
grant. Vesting conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance
goals and objectives which may be based on targets for revenue, revenue growth, EBITDA, net income, earnings per share and/or other such
criteria as the Committee may determine. Upon the grant of Restricted Stock Units, the grantee and the Company shall enter into an Award
Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee and may differ among individual
Awards and grantees. On or promptly following the vesting date or dates applicable to any Restricted Stock Unit, but in no event later
than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form
of cash or shares of Stock, as specified in the Award Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged,
or otherwise encumbered or disposed of.


 


(b) Rights as a Stockholder.
A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted Stock Units. A grantee
shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant
to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a certificate representing the Shares to
the grantee (or transferred on the records of the Company with respect to uncertificated stock), and the grantee’s name has been
entered in the books of the Company as a stockholder.


 


(c) Termination.
Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued,
a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s cessation
of Service Relationship with the Company and any Subsidiary for any reason.


 


SECTION 10. TRANSFER RESTRICTIONS; COMPANY
RIGHT OF FIRST REFUSAL; COMPANY REPURCHASE RIGHTS


 


(a) Restrictions on
Transfer.


 


(i) Non-Transferability
of Certain Awards. Restricted Stock awards granted under Section 7, Stock Options, SARs and, prior to exercise, the Shares issuable
upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution,
and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal
representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole
discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award that the optionee may transfer
by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule
701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the
only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities
Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, SARs and the Shares
issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short
position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as
defined in the Exchange Act) prior to exercise.


 


 






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(ii) Shares. No
Shares shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether
voluntarily or by operation of law, unless (i) the transfer is in compliance with the terms of the applicable Award Agreement, all applicable
securities laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section 10, (ii) the transfer
does not cause the Company to become subject to the reporting requirements of the Exchange Act, and the transferee consents in writing
to be bound by the provisions of the Plan and the Award Agreement, including this Section 10. In connection with any proposed transfer,
the Committee may require the transferor to provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory
to the Committee, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation,
the Securities Act). Any attempted transfer of Shares not in accordance with the terms and conditions of this Section 10 shall be null
and void, and the Company shall not reflect on its records any change in record ownership of any Shares as a result of any such transfer,
shall otherwise refuse to recognize any such transfer and shall not in any way give effect to any such transfer of Shares. The Company
shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity including, without limitation,
seeking specific performance or the rescission of any transfer not made in strict compliance with the provisions of this Section 10. Subject
to the foregoing general provisions, and unless otherwise provided in the applicable Award Agreement, Shares may be transferred pursuant
to the following specific terms and conditions (provided that with respect to any transfer of Restricted Stock, all vesting and forfeiture
provisions shall continue to apply with respect to the original recipient):


 


(A) Transfers to Permitted
Transferees. The Holder may transfer any or all of the Shares to one or more Permitted Transferees; provided, however, that following
such transfer, such Shares shall continue to be subject to the terms of this Plan (including this Section 10) and such Permitted Transferee(s)
shall, as a condition to any such transfer, deliver a written acknowledgment to that effect to the Company and shall deliver a stock power
to the Company with respect to the Shares. Notwithstanding the foregoing, the Holder may not transfer any of the Shares to a Person whom
the Company reasonably determines is a direct competitor or a potential competitor of the Company or any of its Subsidiaries.


 


(B) Transfers Upon
Death. Upon the death of the Holder, any Shares then held by the Holder at the time of such death and any Shares acquired after the
Holder’s death by the Holder’s legal representative shall be subject to the provisions of this Plan, and the Holder’s
estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Shares
to the Company or its assigns under the terms contemplated by the Plan and the Award Agreement.


 


(b) Right of First
Refusal. In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her Shares (other
than shares of Restricted Stock which by their terms are not transferrable), the Holder first shall give written notice to the Company
of the Holder’s intention to make such transfer. Such notice shall state the number of Shares that the Holder proposes to sell (the
“Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed
transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase
all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice.
The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day
period. If the Company or its assigns elect to exercise its purchase rights under this Section 10(b), the closing for such purchase shall,
in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event that the
Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full
purchase price within such 45-day period, the Holder shall be required to pay a transaction processing fee of $10,000 to the Company (unless
waived by the Committee) and then may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price
and on the same terms as specified in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to
the Plan. If the Holder is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s
stockholders relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or
other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares
shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s stockholders
relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.


 


 






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(c) Company’s
Right of Repurchase.


 


(i) Right of Repurchase
for Unvested Shares Issued Upon the Exercise of an Option. Upon a Termination Event, the Company or its assigns shall have the right
and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option which is still subject to a risk of forfeiture
as of the Termination Event. Such repurchase rights may be exercised by the Company within the later of (A) six months following the date
of such Termination Event or (B) seven months after the acquisition of Shares upon exercise of a Stock Option. The repurchase price shall
be equal to the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan,
or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.


 


(ii) Right of Repurchase
With Respect to Restricted Stock. Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase
from a Holder of Shares received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of
the Termination Event. Such repurchase right may be exercised by the Company within six months following the date of such Termination
Event. The repurchase price shall be the lower of the original per share purchase price paid by the Holder, subject to adjustment as provided
in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase
rights.


 


(iii) Procedure.
Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or before
the last day of the repurchase period of its intention to exercise such repurchase right. Upon such notification, the Holder shall promptly
surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares being purchased, together
with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees. Upon the
Company’s or its assignee’s receipt of the certificates from the Holder, the Company or its assignee or assignees shall deliver
to him, her or them a check for the applicable repurchase price; provided, however, that the Company may pay the repurchase price by offsetting
and canceling any indebtedness then owed by the Holder to the Company.


 


(d) Escrow Arrangement.


 


(i) Escrow. In order
to carry out the provisions of this Section 10 of this Plan more effectively, the Company shall hold any Shares issued pursuant to Awards
granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer. The Company shall not
dispose of the Shares except as otherwise provided in this Plan. In the event of any repurchase by the Company (or any of its assigns),
the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete the stock powers necessary
for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms hereof. At such time as any Shares
are no longer subject to the Company’s repurchase and first refusal rights, the Company shall, at the written request of the Holder,
deliver to the Holder a certificate representing such Shares with the balance of the Shares to be held in escrow pursuant to this Section.


 


(ii) Remedy. Without
limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required to sell a Holder’s
Shares pursuant to the provisions of Sections 10(b) or (c) hereof and in the further event that he or she refuses or for any reason fails
to deliver to the Company or its designated purchaser of such Shares the certificate or certificates evidencing such Shares together with
a related stock power, the Company or such designated purchaser may deposit the applicable purchase price for such Shares with a bank
designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for such
Holder or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or,
in its discretion, pay such purchase price by offsetting any indebtedness then owed by such Holder as provided above. Upon any such deposit
and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Shares
to be sold pursuant to the provisions of Sections 10(b) or (c), such Shares shall at such time be deemed to have been sold, assigned,
transferred and conveyed to such purchaser, such Holder shall have no further rights thereto (other than the right to withdraw the payment
thereof held in escrow, if applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner.


  


 






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(e) Lockup Provision.
If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including, without limitation, pursuant
to Rule 144 under the Securities Act) held by him or her for such period following the effective date of a public offering by the Company
of Shares as the Company shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Holder
shall execute a separate letter confirming his or her agreement to comply with this Section.


 


(f) Adjustments for
Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased or are exchanged for
a different number or kind of securities of the Company, the restrictions contained in this Section 10 shall apply with equal force to
additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue of his or her ownership of, Shares.


 


(g) Termination.
The terms and provisions of Section 10(b) and Section 10(c) (except for the Company’s right to repurchase Shares still subject to
a risk of forfeiture upon a Termination Event) shall terminate upon consummation of any Sale Event, in either case as a result of which
Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.


 


SECTION 11. TAX WITHHOLDING


 


(a) Payment by Grantee.
Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first
becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with
respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of
book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.


 


(b) Payment in Stock.
The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from
Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the minimum withholding amount due.


 


SECTION 12. SECTION 409A AWARDS


 


To the extent that any Award
is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”),
the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time. In this regard,
if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee
who is considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to
the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s
death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional
tax imposed pursuant to Section 409A. The Company makes no representation or warranty and shall have no liability to any grantee under
the Plan or any other Person with respect to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any
Award. It is the intent of the Board that payments and benefits under the Plan comply with or be exempt from Section 409A and the regulations
and guidance promulgated thereunder and, accordingly, to the maximum extent permitted the Plan shall be interpreted to be in compliance
therewith or exempt therefrom. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may
be imposed upon a Participant by Section 409A or damages to a Participant for failing to comply with Section 409A.


 


 


 






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SECTION 13. AMENDMENTS AND TERMINATION


 


The Board may, at any time,
amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the
consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options
or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled
Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted
under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders
entitled to vote at a meeting of stockholders. Nothing in this Section 13 shall limit the Board’s or Committee’s authority
to take any action permitted pursuant to Section 3(c). The Board reserves the right to amend the Plan and/or the terms of any outstanding
Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange
Act.


 


SECTION 14. STATUS OF PLAN


 


With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in
connection with any Award.


 


SECTION 15. GENERAL PROVISIONS


 


(a) No Distribution;
Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. No Shares shall be
issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied.
The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards, as it deems appropriate.


 


(b) Delivery of Stock
Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s
last known address on file with the Company; provided that stock certificates to be held in escrow pursuant to Section 10 of the Plan
shall be deemed delivered when the Company shall have recorded the issuance in its records. Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof
of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice
of issuance and recorded the issuance in its records (which may include electronic “book entry” records).


 


(c) No Employment
Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued employment or Service
Relationship with the Company or any Subsidiary.


 


(d) Trading Policy
Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy-related
restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee, from time
to time.


 


(e) Designation of
Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s death. Any
such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee.
If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary
shall be the grantee’s estate.


 


 






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(f) Legend. Any
certificate(s) representing the Shares shall carry substantially the following legend (and with respect to uncertificated Stock, the book
entries evidencing such shares shall contain the following notation):


 


The transferability of this
certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including repurchase and
restrictions against transfers contained in the Plan and any agreements entered into thereunder by and between the company and the holder
of this certificate (a copy of which is available at the offices of the company for examination).


 


(g) Information to
Holders of Options. In the event the Company is relying on the exemption from the registration requirements of Section 12(g) of the
Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information described in Rule
701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder. The foregoing notwithstanding,
the Company shall not be required to provide such information unless the option holder has agreed in writing, on a form prescribed by
the Company, to keep such information confidential.


 


SECTION 16. EFFECTIVE DATE OF PLAN


 


The Plan shall become effective
upon adoption by the Board and shall be approved by stockholders in accordance with applicable state law and the Company’s articles
of incorporation and bylaws within 12 months thereafter. If the stockholders fail to approve the Plan within 12 months after its adoption
by the Board of Directors, then any Awards granted or sold under the Plan shall be rescinded and no additional grants or sales shall thereafter
be made under the Plan. Subject to such approval by stockholders and to the requirement that no Shares may be issued hereunder prior to
such approval, Stock Options and other Awards may be granted hereunder on and after adoption of the Plan by the Board. No grants of Stock
Options and other Awards may be made hereunder after the tenth anniversary of the date the Plan is adopted by the Board or the date the
Plan is approved by the Company’s stockholders, whichever is earlier.


 


SECTION 17. GOVERNING LAW


 


This Plan, all Awards and
any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the laws
of the State of Nevadaas to matters within the scope thereof, without regard to conflict of law principles that would result in the application
of any law other than the law of the State of Delaware.


 


	DATE ADOPTED BY THE BOARD OF DIRECTORS:	November [], 2021


 


DATE ADOPTED BY THE


SHAREHOLDERS: __________________________.


 


 


 


 



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