CAPRICOR, INC.


 


2012 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN


  


1. Purpose.
The purpose of the Plan is to advance the interests of the Company by encouraging and enabling selected non-employee directors
of the Company, upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business,
by giving them an inducement to acquire a proprietary interest in the Company.


 


2. Definitions. As used herein, the following
definitions will apply:


 


(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of this Plan.


 


(b) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.





 





(c) “Award” means, individually or collectively,
a grant under the Plan of Options.


 


(d) “Board” means the Board of Directors
of the Company.


 


(e) “Corporate
Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of
the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially of all
of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization
in which the Company is the surviving entity) which results in any person or entity (other than persons who are shareholders or
affiliates immediately prior to the transaction) owning 50% or more the combined voting power of all classes of stock of the Company.


 


Notwithstanding
the foregoing, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change in control
event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further
and for the avoidance of doubt, a transaction will not constitute a Corporate Transaction if: (i) its sole purpose is to change
the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 




    	 



    	 



    

 


(f) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(g) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation
committee of the Board, in accordance with Section 4 hereof.


 


(h) “Common Stock” means the common
stock of the Company.


 





(i) “Company” means Capricor, Inc., a Delaware
corporation, or any successor thereto.


  





(j) “Director” means a member of the Board
who is not an employee of the Company.


 


(k) “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that the Administrator in its discretion may
determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by
the Administrator from time to time.


 


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


 


(m) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by
the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine
the terms and conditions of any Exchange Program in its sole discretion.


 


(n) “Fair
Market Value” means the value of a share of Common Stock, determined as follows: if on the Grant Date or other determination
date the Common Stock is listed on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock
Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Common Stock shall
be the closing price of the Common Stock in such exchange or in such market (if there is more than one such exchange or market
the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is
no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between
the high and low sale prices on such trading day) or, if no sale of Common Stock is reported for such trading day, on the next
preceding day on which any sale shall have been reported. If the Common Stock is not listed on such an exchange, quoted on such
system or traded on such a market, Fair Market Value shall be the value of the Common Stock as determined by the Board in good
faith.


 


(o) “Grant
Date” means, as determined by the Board or the Committee, the latest to occur of (i) the date as of which the Board
or such Committee approves an Option, (ii) the date on which the recipient of an Option first becomes eligible to receive an Option
under Section 5 hereof, or (iii) such other date as may be specified by the Board or such Committee.


 






    	 



    	 



    

 


(p) “Option” means a stock option
granted pursuant to the Plan.


 


(q) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(r) “Participant” means the holder
of an outstanding Award.


 


(s) “Plan” means this 2012 Non-Employee
Director Stock Option Plan.


 


(t) “Share” means a share of the
Common Stock, as adjusted in accordance with


Section 9 of the Plan.


 


(u) “Stock
Option Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each
Award granted under the Plan. The Stock Option Agreement is subject to the terms and conditions of the Plan


 


3. Stock Subject to the Plan.


 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 9 of the Plan, the maximum aggregate number of Shares that may be
subject to Awards and sold under the Plan is


1,500,000 Shares. The Shares may be authorized but unissued,
or reacquired Common Stock.


 


(b) Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an
Exchange Program, the unpurchased Shares which were subject thereto will become available for future grant or sale under the Plan
(unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to
the Plan and will not become available for future distribution under the Plan. Shares used to pay the exercise price of an Award
will become available for future grant or sale under the Plan.


 


(c) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 


4. Administration of the Plan.


 


(a) Procedure.
Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted
to satisfy Applicable Laws.


 


(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i) to determine the Fair Market Value;


 




    	 



    	 



    

 


(ii) to select the Directors to whom Awards may
be granted hereunder; granted hereunder;


 


(iii) to determine the number of Shares to be covered by each
Award


 


(iv) to approve forms of Stock Option Agreements
for use under the Plan;


 


(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi) to institute and determine the terms and conditions of
an Exchange Program;


 


(vii) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;


 


(viii) to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable
foreign laws;


 


(ix)
to modify or amend each Award (subject to Section 14(c) of the Plan), including but not limited to the discretionary authority
to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section
6(c));


 


(x) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xi)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such
Participant under an Award; and


 


(xii)
to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c) 
Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be
final and binding on all Participants and any other holders of Awards.


 


5. Eligibility. No Option
granted under the Plan will be an incentive stock option within the meaning of Section 422 of the Code.


 


6. Stock Options.


 




    	 



    	 



    

 


(a) Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Options in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Option
Agreement. Each Award of an Option will be evidenced by an Stock Option Agreement that will specify the exercise price, the
term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and
such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c) Term
of Option. The term of each Option will be stated in the Stock Option Agreement; provided, however, that the term will be no
more than ten (10) years from the Grant Date thereof.


 


(d) Option Exercise Price and Consideration.


 


(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by
the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date.


 


(ii) Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii) Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment.


 


(e) Exercise of Option.


 


(i)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Stock Option Agreement.
An Option may not be exercised for a fraction of a Share.


 


An Option
will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from
time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted
by the Stock Option Agreement. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested
by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of
the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. 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 Section 9 of the Plan.




    	 



    	 



    

 


Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


(ii)
Termination of Relationship as a Director. If a Participant ceases to be a Director, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
ninety (90) days of termination, or such longer period of time as is specified in the Stock Option Agreement or as determined by
the Administrator (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement)
to the extent that the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date
of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified
by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iii) Disability
of Participant. If a Participant ceases to be a Director as a result of the Participant’s Disability, the Participant
may exercise his or her Option within one (1) year of termination, or such longer period of time as is specified in the Stock Option
Agreement or as determined by the Administrator (but in no event later than the expiration of the term of such Option as set forth
in the Stock Option Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided by the
Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option
within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iv)
Death of Participant. If a Participant dies while a Director, the Option may be exercised within one (1) year following
the Participant’s death, or within such longer period of time as is specified in the Stock Option Agreement or as determined
by the Administrator (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement)
to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such
beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary
has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s
estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the
laws of descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If
the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.


 


7. Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Stock Option Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be
construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement thereof, is subject to Code Section 409A the Award will be granted,
paid, settled in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral
will not be subject to the additional tax or interest applicable under Code Section 409A.


 






    	 



    	 



    

 


8. Limited Transferability of Awards.


 


(a) Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in
any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii)
by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(b) Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth
in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not
be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position,
any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b)
of the Exchange Act, respectively), other than to (i) persons who are “family members” (as defined in Rule 701(c)(3)
of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the
death or disability of the Participant. Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may
determine to permit transfers to the Company or in connection with a Corporate Transaction or other acquisition transactions involving
the Company to the extent permitted by Rule 12h-1(f).


 


9. Adjustments; Dissolution or Liquidation; Corporate
Transaction.


 


(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator will make such
adjustments to an Award required by Section 25102(o) of the California Corporations Code or other applicable guidance to the extent
the Company is relying upon the exemption afforded thereby with respect to the Award.


 


(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 




    	 



    	 



    

 


(c) Corporate
Transaction. In the event of a Corporate Transaction, each outstanding Award will be assumed, or substantially equivalent awards
will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the
number and kind of shares and prices upon consummation of the Corporate Transaction. Notwithstanding the foregoing, instead of
having outstanding Awards be assumed or replaced with equivalent awards, the Administrator may in its sole and absolute discretion
and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to
his or her outstanding Awards, take one or more of the following actions (with respect to any or all of the Awards):


 


(i) accelerate
the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise
would have been unvested;


 


(ii) arrange
or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation
of all or some outstanding Awards (based on the Fair Market Value, on the date of the Corporate Transaction, of the Award being
cancelled, based on any reasonable valuation method selected by the Administrator); and


 


(iii) make
such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Administrator deems necessary or
appropriate, subject however to the terms set forth above.


 


For the purposes
of this Section 9(c), an Award will be considered assumed if, following the Corporate Transaction, the Award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the Corporate Transaction, the consideration (whether
stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Corporate
Transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the exercise of an Option, for each Share subject to such
Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the Corporate Transaction.


 


Notwithstanding
anything in this Section 9(c) to the contrary, if a payment under an Stock Option Agreement is subject to Code Section 409A and
if the definition of “Corporate Transaction” contained in this Plan does not comply with the definition of “change
of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated
under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without
triggering any penalties applicable under Code Section 409A.


 


10. Tax Withholding.


 




    	 



    	 



    

 


(a) Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including Participant’s FICA obligation, if any) required to be withheld with
respect to such Award (or exercise thereof).


 


(b) Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash,
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as
the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the
Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which
the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 


11. No
Effect on Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s
relationship as a Director with the Company, nor will they interfere in any way with the Participant’s right or the Company’s
right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


12. Grant Date.
Notice of the determination of the Grant Date will be provided to each Participant within a reasonable time after the Grant Date.


 


13. Term
of Plan. Options may be granted under this Plan for ten (10) years following the Effective Date, or such earlier date as this
Plan is terminated under Section 14. Notwithstanding the foregoing, each Option granted under the Plan shall remain in effect until
such Option has been satisfied by the issuance of shares or has been terminated in accordance with its terms and the terms of the
Plan.


 


14. Amendment and Termination of the Plan.


 


(a) Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval.


 


(c) Effect of Amendment
or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed
by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the
powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 






    	 



    	 



    

 


15. Conditions Upon Issuance of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b) Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


16. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not
have been obtained.


 


17. Miscellaneous Provisions.


 


(a) Disclaimer
of Rights. Notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Stock
Option Agreement, no Option granted under the Plan shall be affected by any change of duties or position of the Participant, so
long as such Participant continues to be a Director. The obligation of the Company to pay any benefits pursuant to this Plan shall
be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise
hold any amounts in trust or escrow for payment to any Participant or beneficiary under the terms of the Plan.


 


(b) Captions.
The use of captions in this Plan or any Stock Option Agreement is for the convenience of reference only and shall not affect the
meaning of any provision of the Plan or such Stock Option Agreement.


 


(c) Other
Provisions. Each Option granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as
may be determined by the Board, in its sole discretion.


 


(d) Number
And Gender. With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender
shall include the feminine gender, etc., as the context requires.


 




    	 



    	 



    

 


(e) Severability.
If any provision of the Plan or any Stock Option Agreement shall be determined to be illegal or unenforceable by any court of law
in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms,
and all provisions shall remain enforceable in any other jurisdiction.


 


(f) Governing
Law. The validity and construction of this Plan and the instruments evidencing the Option hereunder shall be governed by the
laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of this Plan and the instruments evidencing the Options granted hereunder to the substantive laws of any other
jurisdiction.