Exhibit 10.8


 


AUTOLOTTO, INC.


 


2015 STOCK OPTION/STOCK ISSUANCE PLAN


 


ARTICLE ONE


 


GENERAL PROVISIONS


 


		I.	PURPOSE OF THE PLAN



 


This 2015 Stock
Option/Stock Issuance Plan is intended to promote the interests of AutoLotto, Inc., a Delaware corporation, by providing eligible persons
in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ or service.


 


Capitalized terms herein shall have the meanings
assigned to such terms in the attached Appendix.


 


		II.	STRUCTURE OF THE PLAN



 


A.
The Plan shall be divided into two (2) separate equity programs:


 


(1)
the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase
shares of Common Stock, and


 


(2)
the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common
Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent
or Subsidiary).


 


B.
The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests
of all persons under the Plan.


 


		III.	ADMINISTRATION OF THE PLAN



 


A.
The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may
be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject
to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and
authority previously delegated to the Committee.


 


B.
The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations
of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator
shall be final and binding on all parties who have an interest in the Plan or any option grant or stock issuance thereunder.


 




     


     


    

 


		IV.	ELIGIBILITY



 


A.
The persons eligible to participate in the Plan are as follows:


 


(1)
Employees,


 


(2)
non-employee members of the Board or the non-employee members of the board of directors of any Parent or Subsidiary, and


 


(3)
consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).


 


B.
The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program,
which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered
by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time or times when each
option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option
is to remain outstanding, and (ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to
receive such issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant,
the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares.


 


C.
The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or
to effect stock issuances in accordance with the Stock Issuance Program.


 


		V.	STOCK SUBJECT TO THE PLAN



 


A.
The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000).


 


B. Shares
of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the
cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at a price per share not greater than the option exercise or direct issue price paid per share, pursuant to the
Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for
issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct
stock issuances under the Plan.


 


C.
Should any change be made to the Common Stock by reason of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, exchange of shares or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class
of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under
each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion
of one or more outstanding shares of the Corporation’s preferred stock into shares of Common Stock.


 






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ARTICLE TWO


 


OPTION
GRANT PROGRAM


 


		I.	OPTION TERMS



 


Each option shall
be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the
provisions of the Plan applicable to such options.


 


A.
Exercise Price.


 


(i)
The exercise price per share shall be fixed by the Plan Administrator in accordance with the following provisions:


 


(1)
The exercise price per share shall not be less than the Fair Market Value per share of Common Stock on the option grant date.


 


(2)
If the person to whom the option is granted is a 10% Stockholder, and the option is an Incentive Option, then the exercise price
per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant
date.


 


(ii)
The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock
be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as follows:


 


(1)
in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or


 


(2)
to the extent the option is exercised for vested shares, pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of the shares, results in the receipt of cash (or check) by the Corporation.


 


Except to the
extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise
Date.


 


B. Exercise
and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no
option shall have a term in excess of ten (10) years measured from the option grant date.


 






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C.
Effect of Termination of Service.


 


(i)
The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:


 


(1)
Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall
have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held
by such Optionee.


 


(2)
Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months
following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee.


 


(3)
If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or
persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or the Optionee’s designated
beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of the Optionee’s death to
exercise such option.


 


(4)
Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.


 


(5)
During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. No additional shares shall
vest under the option following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the
Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any
vested shares for which the option has not been exercised.


 


(ii)
The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:


 


(1)
extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service or death
from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term, and/or


 


(2)
permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested
shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect
to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service.


 


D.
Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to
the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares.


 






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E.
Unvested Shares. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested
shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to
repurchase any or all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid per share
or (ii) the Fair Market Value per share of Common Stock at the time of Optionee’s cessation of Service; provided, however that the
repurchase at Fair Market Value shall terminate upon the effective date of the initial public offering of the Common Stock of the Corporation.
The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting
schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase
right. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option
which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after
the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are officers of the
Corporation, non-employee Board members or independent consultants.


 


F.
First Refusal Rights. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the
Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any successor in interest)
of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established
by the Plan Administrator and set forth in the document evidencing such right.


 


G. Limited
Transferability of Options. An Incentive Option shall be exercisable only by the Optionee during his or her lifetime and
shall not be assignable or transferable other than by will or by the laws of inheritance following the Optionee’s death. A
Non-Statutory Option may be assigned in whole or in part, without consideration, during the Optionee’s lifetime to one or more
members of the Optionee’s “immediate family” (as such term is defined in Rule 16a-1(e) promulgated under the 1934
Act) or to an intervivos or grantor trust established exclusively for one or more such immediate family members. The assigned
portion may only be exercised by the person or persons who acquire a proprietary interest in the Non-Statutory Option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior
to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.
Notwithstanding the foregoing, the Optionee may also designate one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under the Plan, and those options shall, in accordance with such designation, automatically be transferred to
such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries
shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such
transferred option, including (without limitation) the limited time period during which the option may be exercised following the
Optionee’s death.


 


		II.	INCENTIVE OPTIONS



 


The terms specified
below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles
One, Two and Four shall be applicable to Incentive Options. Options which are specifically designated as Non- Statutory Options shall
not be subject to the terms of this Section II.


 


A.
Eligibility. Incentive Options may only be granted to Employees.


 


B.
Exercise Price. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the option grant date.


 


C.
Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective
date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation
or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one (1) calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options which become
exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options are granted. To the extent an Option designated as an Incentive
Option would become exercisable for the first time for an amount in excess of One Hundred Thousand Dollars, the excess amount shall be
exercisable as a Non-Statutory Stock Option.


 


D.
10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then (i) the option
term shall not exceed five (5) years measured from the option grant date, and (ii) the exercise price per share shall not be less than
one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date.


 




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		III.	CHANGE IN CONTROL



 


A.
None of the outstanding Option Shares under the Plan shall vest in whole or in part on an accelerated basis upon the occurrence
of a Change in Control, and those options shall be assumable by any successor corporation in the Change in Control. However, the Plan
Administrator shall have the discretionary authority to structure one or more options grants under the Plan so that each of those particular
Option Shares shall automatically accelerate in whole or in part, immediately prior to the effective date of that Change in Control, and
become exercisable for all the shares of Common Stock at the time subject to the accelerated portion of such Option Share and may be exercised
for any or all of those accelerated shares as fully vested shares of Common Stock.


 


B.
None of the outstanding repurchase rights under the Plan shall terminate on an accelerated basis upon the occurrence of a Change
in Control, and those rights shall be assignable to any successor corporation in the Change in Control. However, the Plan Administrator
shall have the discretionary authority to structure one or more repurchase rights under the Plan so that those particular rights shall
automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest,
in the event of a Change in Control.


 


C.
Immediately following the consummation of the Change in Control, all outstanding options under the Plan shall terminate and cease
to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force
and effect pursuant to the terms of the Change in Control transaction.


 


D.
Each option which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of securities or cash or other property which would have been
issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control.
Appropriate adjustments to reflect such Change in Control shall also be made to the exercise price payable per share under each outstanding
option, provided the aggregate exercise price payable for such securities shall remain the same. To the extent the actual holders
of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in
Control, the successor corporation may, in connection with the assumption of the outstanding options under the Plan, substitute one or
more shares of its own common stock with a fair market value equivalent to the cash or other property consideration paid per share of
Common Stock in such Change in Control transaction.


 


E. The Plan
Administrator shall have full power and authority to structure one or more outstanding options under the Plan so that the applicable
Option Shares shall vest and become exercisable on an accelerated basis for all or a portion of the shares of Common Stock at the
time subject to those options, should the Optionee’s Service subsequently terminate by reason of an Involuntary Termination
within a designated period following the effective date of a Change in Control transaction. In addition, the Plan Administrator may
structure one or more of the Corporation’s repurchase rights so that those rights shall immediately terminate on an
accelerated basis with respect to all or a portion of the shares held by the Optionee at the time of such Involuntary Termination,
and the shares subject to those terminated repurchase rights shall accordingly vest at that time.


 


F.
The portion of any Incentive Option accelerated in connection with a Change in Control or subsequent Involuntary Termination of
the Optionee’s Service shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall
be exercisable as a Nonstatutory Option under the Federal tax laws.


 


G.
The outstanding options shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.


 


		IV.	CANCELLATION AND REGRANT OF OPTIONS



 


The Plan Administrator
shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation
of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number
of shares of Common Stock but with an exercise price per share based on the Fair Market Value per share of Common Stock on the new option
grant date.


 




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ARTICLE THREE


 





STOCK
ISSUANCE PROGRAM


 


		I.	STOCK ISSUANCE TERMS



 


Shares of Common
Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each
such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below.


 


		A.	Purchase Price.



 


(i)
The purchase price per share shall be fixed by the Plan Administrator.


 


(ii)
Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance Program for any
of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance:


 


		(1)	cash or check made payable to the Corporation, or



 


		(2)	past services rendered to the Corporation (or any Parent or Subsidiary).



 


In addition
to the foregoing, the Company may accept any other form of legal consideration that may be acceptable to the Board, including, without
limitation, a promissory note, with such conditions and terms as it may accept in its sole discretion.


 


		B.	Vesting Provisions.



 


(i)
Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified
performance objectives.


 


(ii)
Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which
the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any
stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, exchange of shares
or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued
subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow
arrangements as the Plan Administrator shall deem appropriate.


 




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(iii)
The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under the
Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall
have the right to vote such shares and to receive any regular cash dividends paid on such shares.


 


(iv)
Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock,
then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder
rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant
the lower of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time
of Participant’s cessation of Service. Notwithstanding the foregoing, if this Section would cause adverse accounting treatment for
the Corporation's equity compensation program, the Plan Administrator may, in its sole discretion, waive or delay the surrender and/or
repurchase of the unvested shares to minimize or eliminate such adverse accounting treatment.


 


(v)
The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock
(or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to those
shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the
attainment or non-attainment of the applicable performance objectives.


 


C.
First Refusal Rights. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the
Corporation shall have the right of first refusal with respect to any proposed disposition by the Participant (or any successor in interest)
of any shares of Common Stock issued under the Stock Issuance Program. Such right of first refusal shall be exercisable in accordance
with the terms established by the Plan Administrator and set forth in the document evidencing such right.


 


		II.	CHANGE IN CONTROL



 


Upon the
occurrence of a Change in Control, all outstanding repurchase rights under the Stock Issuance Program shall continue in full force
and effect and shall be assigned to the successor corporation (or parent thereof), and none of the shares subject to those
repurchase rights shall vest on an accelerated basis. However, the Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while the Corporation’s repurchase rights with
respect to those shares remain outstanding, to provide that those repurchase rights shall automatically terminate in whole or in
part on an accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event
the Participant’s Service should subsequently terminate by reason of an Involuntary Termination within a designated period
following the effective date of the Change in Control transaction.


 


		III.	SHARE ESCROW/LEGENDS



 


Unvested shares
may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such
shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.


 




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ARTICLE
FOUR


 


MISCELLANEOUS


 


		I.	FINANCING



 


The Plan Administrator
may permit, in its sole discretion and subject to such terms and conditions as it may impose, any Optionee or Participant to pay the option
exercise price under the Option Grant Program or the purchase price for shares issued under the Stock Issuance Program by delivering a
full-recourse promissory note payable in one or more installments which bears interest at a market rate and is secured by the purchased
shares. In no event, however, may the maximum credit available to the Optionee or Participant exceed the sum of (i) the aggregate option
exercise price or purchase price payable for the purchased shares (less the par value of those shares) plus (ii) any applicable income
and employment tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase. With
respect to promissory notes issued to officers pursuant to this Section, such notes shall become due and payable immediately prior to
the filing of a Registration Statement on Form S-1 (or any successor form).


 


		II.	EFFECTIVE DATE AND TERM OF PLAN



 


A.
The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares
shall be issued under the Plan, until the Plan is approved by the Corporation’s stockholders. If such stockholder approval is not
obtained within twelve (12) months after the date of the Board’s adoption of the Plan, then all options previously granted under
the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under the
Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time after the effective
date of the Plan and before the date fixed herein for termination of the Plan.


 


B.
The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured from the date the
Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested
shares or (iii) the termination of all outstanding options in connection with a Change in Control. All options and unvested stock issuances
outstanding at the time of a clause (i) termination event shall continue to have full force and effect in accordance with the provisions
of the documents evidencing those options or issuances.


 


		III.	AMENDMENT OF THE PLAN



 


A. The
Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances at
the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition,
certain amendments may require stockholder approval pursuant to applicable laws and regulations.


 






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B.
Options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance Program which are in each
instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually
issued under those programs shall be held in escrow until there is obtained stockholder approval of an amendment sufficiently increasing
the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained within twelve
(12) months after the date the first such excess grants or issuances are made, then (i) any unexercised options granted on the basis of
such excess shares shall terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the
Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding.


 


		IV.	USE OF PROCEEDS



 


Any cash proceeds
received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.


 


		V.	WITHHOLDING



 


The Corporation’s
obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon the issuance or vesting of
any shares issued under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.


 


		VI.	REGULATORY APPROVALS



 


The implementation
of the Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option
or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant
to it.


 


		VII.	NO EMPLOYMENT OR SERVICE RIGHTS



 


Nothing
in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such
person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service
at any time for any reason, with or without cause.





 


		VIII.	FINANCIAL REPORTS



 


The Corporation shall comply with any
financial reporting requirements that apply to any individual holding an outstanding option or shares of stock under the Plan.


 






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APPENDIX


 


The following definitions shall be in effect under the
Plan:


 


A.
Board shall mean the Corporation’s Board of Directors.


 


B.
Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions:


 


(i)
a merger, consolidation or other reorganization approved by the Corporation’s stockholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned
the Corporation’s outstanding voting securities immediately prior to such transaction, or


 


(ii)
a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete
liquidation or dissolution of the Corporation, or


 


(iii)
the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within
the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of
the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders.


 


In no event shall any public offering
of the Corporation’s securities be deemed to constitute a Change in Control.


 


C.
Code shall mean the Internal Revenue Code of 1986, as amended.


 


D.
Committee shall mean a committee of one (1) or more Board members appointed by the Board to exercise one or more administrative
functions under the Plan.


 


E.
Common Stock shall mean the Corporation’s common stock.


 


F.
Corporation shall mean AutoLotto, Inc., a Delaware corporation, and any successor corporation to all or substantially all
of the assets or voting stock of AutoLotto, Inc. which shall by appropriate action adopt the Plan.


 


G.
Disability shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of
such medical evidence as the Plan Administrator deems warranted under the circumstances.


 




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H. Employee
shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and method of performance.


 


I.
Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise.


 


J.
Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


(i)
If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on
the Nasdaq National Market and published in The Wall Street Journal. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation
exists.


 


(ii)
If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The
Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)
If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair
Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem
appropriate.


 


K.
Incentive Option shall mean an option which satisfies the requirements of Code Section 422.


 


L.
Involuntary Termination shall mean the termination of the Service of any individual which occurs by reason of:


 


(i)
such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or


 


(ii)
such individual’s voluntary resignation following (A) a change in his or her position with the Corporation which materially
reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her
level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more
than fifty (50) miles, provided and only if such change, reduction or relocation is effected without the individual’s
consent.


 






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M.  Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any
other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation
(or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of
the Plan, to constitute grounds for termination for Misconduct.


 


N.
1934 Act shall mean the Securities Exchange Act of 1934, as amended.


 


O.  Non-Statutory
Option shall mean an option not intended to satisfy the requirements of Code Section 422.


 


P.  Option
Grant Program shall mean the option grant program in effect under the Plan.


 


Q.
Optionee shall mean any person to whom an option is granted under the Plan.


 


R. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided
each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


S.  Participant
shall mean any person who is issued shares of Common Stock under the Stock Issuance Program.


 


T.  Plan
shall mean the Corporation’s 2015 Stock Option/Stock Issuance Plan, as set forth in this document.


 


U.  Plan
Administrator shall mean either the Board or the Committee acting in its capacity as administrator of the Plan.


 


V.  Service
shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the option grant.


 


W.  Stock
Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.


 


X.  Stock
Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of
shares of Common Stock under the Stock Issuance Program.


 


Y.  Stock
Issuance Program shall mean the stock issuance program in effect under the Plan.


 


Z.  Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation,
provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.


 


AA. 10%
Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).


 


 


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