CAPRICOR, INC.


 


2012 RESTATED EQUITY
INCENTIVE PLAN


 


This 2012
Restated Equity Incentive Plan (the “Plan”) replaces the 2006 Stock Option Plan (the “Former Plan”)
formerly adopted by Capricor, Inc. (the “Company”) with respect to Awards made on or after the date the Plan
becomes effective.


 


1. Purposes of the Plan. The purposes of this
Plan are:


 


		·	to attract and retain the best available personnel for
positions of substantial responsibility,



 


		·	to provide additional incentive to Employees, Directors
and Consultants, and



 


		·	to promote the success of the Company’s business.



 


The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.


 


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 the 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, Stock Appreciation Rights,
Restricted Stock, or Restricted Stock Units.


 


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


 


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


 


(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) “Compensation Committee” means the Compensation
Committee appointed by the Board.


 


(k) “Consultant”
means any individual, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.
For the avoidance of doubt, the term “Consultant” shall not include any entity or any non-natural person.


 


(l) “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.


 


(m) “Director” means a member of
the Board.


 


(n) “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, 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.


 


(o) “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


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


 




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(q) “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.


 


(r) “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.


 


(s) “Former Plan” means the 2006
Stock Option Plan of the Company.


 


(t) “Grant
Date” means, as determined by the Board or the applicable 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.


 


(u) “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock
option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(v)
“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify
as an Incentive Stock Option.


 


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


 


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


 


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


 


(z) “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 




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(aa) “Plan” means this 2012 Restated
Equity Incentive Plan.


 


(bb)
“Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of this Plan,
or issued pursuant to the early exercise of an Option.


 


(cc) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted zursuant
to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(dd) “Service Provider” means an
Employee, Director or Consultant.


 


(ee)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.


 


(ff)
“Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to
Section 7 is designated as a Stock Appreciation Right.


 


(gg)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Code Section 424(f).


 


3. Stock Subject to the Plan.


 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be
subject to Awards and sold under the Plan, when combined with the number of Shares that may be subject to Awards and sold under
the Former Plan, is 2,000,000 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, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by
the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights
the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan
(unless this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock
Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will
remain 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; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are
repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for
future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations
related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is
paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for
issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum
number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder,
any Shares that become available for issuance under the Plan pursuant to Section 3(b).


 






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(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.


 


(i) Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii) Other
Administration. 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 Service Providers to whom Awards may be
granted hereunder;


 





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


 


(iv) to approve forms of Award 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;


 




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(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 17(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(d));


 


(x)
to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 13;


 


(xi) 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;


 


(xii)
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


 


(xiii)
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.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.


 


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 Award 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)
Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated
as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order
in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such
Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated
thereunder.


 






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(d) Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years
from the date of grant or such shorter term as may be provided in the Award Agreement.


 


(e) 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 date of grant.
In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will
be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with,
Code Section 424(a).


 


(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. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration.
Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws,
(4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any
adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received
by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection
with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the
type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected
to benefit the Company.


 


(f) 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 Award Agreement.
An Option may not be exercised for a fraction of a Share.


 






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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 (together with applicable tax withholding). Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Award Agreement and the Plan. 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 12 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 Service Provider. If a Participant ceases to be a Service Provider, 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 Award 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 Award
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 Service Provider 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 Award 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 Award 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.


 




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(iv)
Death of Participant. If a Participant dies while a Service Provider, 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 Award 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 Award 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.


 


(v)
 Early Exercise of Options. The Participant may elect at any time, subject to the provisions of Sections 6(f)(ii), 6(f)(iii),
and 6(f)(iv) of the Plan, to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior
to the full vesting of the Option. Any unvested shares of Common Stock so purchased shall be subject to a repurchase right in favor
of the Company or to any other restriction the Board determines to be appropriate.


 


(vi)
Repurchase Limitation. The repurchase price for unvested shares of Common Stock shall be the lower of (i) the Fair Market
Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, if and to the extent
that the Company elects to exercise its repurchase right, the Company shall not exercise its repurchase right until at least six
(6) months (or such longer or shorter period of time necessary to avoid classification of the Award as a liability for financial
accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Award, unless otherwise specifically
provided by the Board.


 


7. Stock Appreciation Rights.


 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b) Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock
Appreciation Rights.


 


(c) Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject
to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights
granted under the Plan.


 




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(d) Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as
the Administrator, in its sole discretion, will determine.


 


(e) Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 


(f) Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
payment from the Company in an amount determined by multiplying:


 


(i) The difference between
the Fair Market Value of a Share on the date of exercise over the exercise price; times


  





(ii)
The number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the Administrator,
the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


8. Restricted Stock.


 


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


 


(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.


 


(c) Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.


 


(e) Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction
or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which
any restrictions will lapse or be removed.


 






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(f) Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g) Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h) Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will revert to the Company and again will become available for grant under the Plan.


 


9. Restricted Stock Units.


 


(a) Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions,
and restrictions related to the grant, including the number of Restricted Stock Units.


 


(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited
to, continued employment or service), or any other basis determined by the Administrator in its discretion.


 


(c) Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d) Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined
by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted
Stock Units in cash, Shares, or a combination of both.


 


(e) Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 



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10. 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 Award 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 or deferral thereof, is subject to Code Section 409A the Award will be granted,
paid, settled or deferred 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.


 


11. 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, a trust in which the Participant or any of such persons have
the entire beneficial interest, or any other entity in which the Participant or any of such persons own the entire voting interests,
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).


 


12. 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 to the extent the Company is relying
upon the exemption afforded thereby with respect to the Award.


 






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(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, the vesting of each outstanding Award will be accelerated so
that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested.
The Administrator may, in addition to accelerating vesting as provided in the previous sentence, 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 Awards
(whether vested or unvested) (based on the Fair Market Value, on the date of the Corporate Transaction, of the Award being cancelled,
as determined by any reasonable valuation method selected by the Administrator). The Administrator may, in lieu of the acceleration
of vesting or cancelation of Awards as provided in the preceding sentences, in its sole and absolute discretion cause each outstanding
Award to be assumed, or cause substantially equivalent awards to be substituted, by the acquiring or succeeding corporation (or
any direct or indirect parent thereof) with appropriate adjustments as to the number and kind of shares and prices upon consummation
of the Corporate Transaction. The Administrator shall have the power and authority to 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.


 


Notwithstanding
anything in this Section 12(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the
“Corporate Transaction” definition contained in the Award Agreement 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.


 


13. 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 the Participant’s FICA obligation) 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.


 






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14. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider 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.


 


15. Grant
Date. The Grant Date of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each
Participant within a reasonable time after the Grant Date.


 


16. Term
of Plan. Subject to Section 20 of the Plan, the Plan will become effective upon its adoption by the Board (the “Effective
Date”). 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 17. Notwithstanding the foregoing, each Option granted under the Plan shall remain in
effect for the applicable term of the Option 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.


 


17. 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.


 




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18. 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.


 


19. 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.


 


20. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


21. Information
to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five
hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii)
the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and
until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no
longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information
to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described
in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the
financial statements being not more than 180 days old and with such information provided either by physical or electronic delivery
to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may
be password-protected and of any password needed to access the information. The Company may request that Participants agree to
keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information
to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless
otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.


 


22. Miscellaneous Provisions.


 


(a) Disclaimer
of Rights. Notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award
Agreement, no Award 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 Service Provider. 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.


 






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


 


(c) Other
Provisions. Each Award 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 the 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 Award 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 the Plan and the instruments evidencing the Award 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 Awards granted hereunder to the substantive laws of any other
jurisdiction.




 






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