IGAMBIT,
INC.


2019
OMNIBUS EQUITY INCENTIVE PLAN





 






    	 	1	 



     


    

 


IGAMBIT,
INC.


2019
OMNIBUS EQUITY INCENTIVE PLAN


 


TABLE
OF CONTENTS




	SECTION 1. Establishment and Purpose.	 	 	3
	(a) Purpose	 	 	3
	(b) Adoption and Term	 	 	3
	SECTION 2. Definitions.	 	 	3
	SECTION 3. Administration.	 	 	6
	(a) Committee of the Board of Directors	 	 	6
	(b) Authority	 	 	6
	(c) Exchange Program	 	 	6
	(d) Delegation by the Committee	 	 	6
	(e) Indemnification	 	 	6
	SECTION 4. Eligibility and Award Limitations.	 	 	7
	(a) Award Eligibility	 	 	7
	(b) Award Limitations	 	 	7
	SECTION 5. Stock Subject To The Plan.	 	 	7
	(a) Shares Subject to the Plan	 	 	7
	(b) Lapsed Awards	 	 	7
	SECTION 6. Terms And Conditions Of Stock Options.	 	 	7
	(a) Power to Grant Options	 	 	7
	(b) Optionee to Have No Rights as a Stockholder	 	 	7
	(c) Award Agreements	 	 	7
	(d) Vesting	 	 	7
	(e) Exercise Price and Procedures.	 	 	8
	(f) Effect of Termination of Service	 	 	8
	(g) Limited Transferability of Options	 	 	8
	(h) Acceleration of Exercise Vesting	 	 	8
	(i) Modification, Extension, Cancellation and Regrant	 	 	9
	(j) Term of Option	 	 	9
	(k) Special Rules For Incentive Stock Options (“ISOs”)	 	 	9
	(l) Shareholder Rights	 	 	9
	SECTION 7. Restricted Stock.	 	 	10
	(a) Grant of Restricted Stock	 	 	10
	(b) Establishment of Performance Criteria and Restrictions	 	 	10
	(c) Share Certificates and Transfer Restrictions	 	 	10
	(d) Voting and Dividend Rights	 	 	10
	(e) Award Agreements	 	 	10
	(f) Time Vesting	 	 	10
	(g) Acceleration of Vesting	 	 	10
	SECTION 8. Restricted Stock Units	 	 	11
	(a) Grant	 	 	11
	(b) Vesting Criteria and Other Terms	 	 	11
	(c) Earning of Restricted Stock Units	 	 	11
	(d) Dividend Equivalents	 	 	11
	(e) Form and Timing of Payment	 	 	11
	(f) Cancellation	 	 	11
	SECTION 9. Stock Appreciation Rights.	 	 	11
	(a) Grant	 	 	11
	(b) Exercise and Payment	 	 	11
	SECTION 10. Performance Units and Performance Shares.	 	 	12
	(a) Grant of Performance Units/Shares	 	 	12
	(b) Value of Performance Units/Shares	 	 	12
	(c) Performance Objectives and Other Terms	 	 	12
	(d) Measurement of Performance Goals	 	 	12
	(e) Earning of Performance Units/Shares	 	 	13
	(f) Form and Timing of Payment of Performance Units/Shares	 	 	13
	(g) Cancellation of Performance Units/Shares	 	 	13
	(h) Non-transferability	 	 	13
	SECTION 11. Tax Withholding.	 	 	13
	(a) Tax Withholding for Options	 	 	13
	(b) Tax Withholding for Restricted Stock and Other Awards	 	 	13
	SECTION 12. Adjustment of Shares and Representations.	 	 	13
	(a) General	 	 	13
	(b) Mergers and Consolidations	 	 	14
	(c) Reservation of Rights	 	 	14
	SECTION 13. Miscellaneous.	 	 	14
	(a) Regulatory Approvals	 	 	14
	(b) Strict Construction	 	 	14
	(c) Choice of Law	 	 	14
	(d) Compliance With Code Section 409A	 	 	14
	(e) Date of Grant	 	 	14
	(f) Conditions Upon Issuance of Shares.	 		15
	(g) Stockholder Approval	 		15
	SECTION 14. No Employment or Service Retention Rights.	 	 	15
	SECTION 15. Duration and Amendments.	 	 	15
	(a) Term of the Plan	 	 	15
	(b) Right to Amend or Terminate the Plan	 	 	15
	(c) Effect of Amendment or Termination	 	 	15
	SECTION 16. Execution.	 	 	15










    	 	2	 



     


    




CLINIGENCE
HOLDINGS, INC.


2019
OMNIBUS EQUITY INCENTIVE PLAN


 


SECTION
1. Establishment and Purpose.


(a) 
Purpose. The purpose of the Plan is to promote the interests of iGambit, Inc., a Delaware corporation (the “Corporation”),
and its stockholders by providing eligible employees, directors and consultants with additional incentives to remain with the Corporation
and its subsidiaries, to increase their efforts to make the Corporation more successful, to reward such persons by providing an opportunity
to acquire shares of Common Stock on favorable terms and to attract and retain the best available personnel to participate in the ongoing
business operations of the Corporation.


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


(b) 
Adoption and Term. The Plan has been approved by the Board of Directors of the Corporation, and subject to the approval of
a majority of the voting power of the stockholders of the Corporation, is effective October 29, 2019. The Plan will remain in effect
until terminated or abandoned by action of the Board of Directors except as otherwise provided in Section 15. The Plan replaces and supercedes
any prior stock option or stock incentive plan maintained by the Corporation.


SECTION
2. Definitions.


(a) 
“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.


(b) 
“Award” means the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights, Performance Units or Performance Shares made pursuant to the Plan.


(c) 
“Award Agreement” means an agreement entered into by the Corporation and the Participant setting forth the terms
applicable to an Award granted to the Participant under the Plan.


(d) 
“Board of Directors” means the Board of Directors of the Corporation, as constituted from time to time.


(e) 
“Cause” means (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime
that causes the Corporation public disgrace or disrepute, or adversely affects the Corporation's operations, condition (financial or
otherwise), prospects or interests, (ii) gross negligence or willful misconduct with respect to the Corporation, including, without limitation
fraud, embezzlement, theft or dishonesty in the course of his or her employment; (iii) alcohol abuse or use of controlled drugs other
than in accordance with a physician's prescription; (iv) refusal, failure or inability to perform any material obligation or fulfill
any duty (other than any duty or obligation of the type described in clause (6) below) to the Corporation (other than due to a disability),
which failure, refusal or inability is not cured within 10 days after delivery of notice thereof; (v) material breach of any agreement
with or duty owed to the Corporation; or (vi) any breach of any obligation or duty to the Corporation (whether arising by statute, common
law, contract or otherwise) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing,
if a Participant and the Corporation have entered into an employment agreement, consulting agreement or other similar agreement that
specifically defines "Cause," then with respect to such Participant, "Cause" shall have the meaning defined in that
employment agreement, consulting agreement or other agreement.


(f) 
“Change of Control” means the occurrence of any of the following, in one transaction or a series of related transactions:
(i) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) becoming a "beneficial owner" (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the voting
power of the Corporation's then outstanding capital stock; (ii) a consolidation, share exchange, reorganization or merger of the Corporation
resulting in the stockholders of the Corporation immediately prior to such event not owning at least a majority of the voting power of
the resulting entity's securities outstanding immediately following such event or, if the resulting entity is a direct or indirect subsidiary
of the entity whose securities are issued in such transaction(s), the voting power of such issuing entity's securities outstanding immediately
following such event; (iii) the sale or other disposition of all or substantially all the assets of the Corporation (other than a transfer
of financial assets made in the ordinary course of business for the purpose of securitization or any similar purpose); (iv) a change
in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve
(12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date
of the appointment or election; (v) a liquidation or dissolution of the Corporation; or (vi) any similar event deemed by the Committee
to constitute a Change in Control for purposes of the Plan. For the avoidance of doubt, a transaction or a series of related transactions
will not constitute a Change in Control if such transaction(s) result(s) in the Corporation, any successor to the Corporation, or any
successor to the Corporation's business, being controlled, directly or indirectly, by the same person or persons who controlled the Corporation,
directly or indirectly, immediately before such transaction(s).



    	 	3	 



     


    




(g) 
“Code” means the Internal Revenue Code of 1986, as amended.


(h) 
“Committee” means the Compensation Committee of the Board of Directors or such other committee or individuals
satisfying Applicable Laws appointed by the Board in accordance with Section 3 hereof.


(i) 
“Common Stock” means the common stock of the Corporation.


(j) 
“Consultant” means any person other than an Employee, engaged by the Corporation or Subsidiary to render services
to such entity.


(k) 
“Corporation” means iGambit, Inc., a Delaware corporation and where applicable, its Subsidiaries.


(l) 
“Date of Grant” means the date on which the Committee grants an Award pursuant to the Plan.


(m) 
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided
that in the case of Awards other than Incentive Stock Options, the Committee in its discretion may determine whether a permanent and
total disability exists in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.


(n) 
“Effective Date” means October 29, 2019.


(o) 
“Employee” means any individual who is a common-law employee of the Corporation or a Subsidiary.


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


(q) 
“Exchange Program” means a program established by the Committee under which outstanding Awards are amended to
provide for a lower Exercise Price or surrendered or cancelled in exchange for (i) Awards with a lower exercise price, (ii) a
different type of Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or
(iii).  Notwithstanding the preceding, the term Exchange Program does not include any (i) action described in Section 12
or any action taken in connection with a Change in Control transaction or (ii) transfer or other disposition permitted under Section 12. 
For the purpose of clarity, each of the actions described in the prior sentence, none of which constitute an Exchange Program, may be
undertaken (or authorized) by the Committee in its sole discretion without approval by the Corporation's shareholders.


(r) 
“Exercise Price” with respect to an Option, means the price per share at which an Optionee may exercise his Option
to acquire all or a portion of the shares of Common Stock that are the subject of such Option, as determined by the Committee on the
Date of Grant. In no event shall the Exercise Price of any Common Stock made the subject of an Option, be less than the Fair Market Value
on the Date of Grant.


(s) 
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:


(i) 
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York
Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its
Fair Market Value will be the closing sale price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee
deems reliable;


(i) 
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, or if the Common Stock
is quoted on the Over-the-Counter (OTC) market, be that the OTCQB, OTCBB or Pink Sheets, the Fair Market Value of a Share will be the
mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street
Journal, the OTC, or such other source as the Committee deems reliable;


(ii) 
For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth
in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission
for the initial public offering of the Corporation's Common Stock; or


(ii) 
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Board of
Directors after taking into account such factors as the Board shall deem appropriate.



    	 	4	 



     


    




(t) 
“Incentive Stock Option” or “ISO” means a stock option intended to satisfy the requirements of Section
422(b) of the Code.


(u) 
 “Nonstatutory Option” means a stock option not intended to satisfy the requirements of Section 422(b) of the
Code.


(v) 
“Officer” means a person who is an officer of the Corporation within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


(w) 
“Option” means an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase shares
of Common Stock.


(x) 
“Option Stock” means those shares of Common Stock made the subject of an Option granted pursuant to the Plan.


(y) 
“Optionee” means an individual who is granted an Option.


(z) 
“Outside Director” means a member of the Board of Directors who is not an Employee.


(aa) 
 “Participant” means a person who has an outstanding Award under the Plan. The term Participant also refers to
an Optionee.


(bb) 
“Performance Goal” means a performance goal established by the Committee pursuant to Section 10(c) of
the Plan.


(cc) 
“Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment
of Performance Goals or other vesting criteria as the Committee may determine pursuant to Section 10.


(dd) 
“Performance Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals
or other vesting criteria as the Committee may determine and which may be settled for cash, Shares or other securities or a combination
of the foregoing pursuant to Section 10.


(ee) 
“Plan” means this iGambit, Inc. 2019 Omnibus Equity Incentive Plan.


(ff) 
"Registration Date" means the effective date of the first registration statement that is filed by the Corporation
and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Corporation's securities.


(gg) 
“Restricted Stock” means those shares of Common Stock made the subject of an Award granted under the Plan.


(hh) 
“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one
Share, granted pursuant to Section 8.  Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Corporation.


(ii) 
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.


(jj) 
“Section 16(b)” means Section 16(b) of the Exchange Act.


(kk) 
“Service” means service as an Employee, Consultant or Outside Director.


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


(mm) 
“Stock Appreciation Right” or “SAR” means a right awarded to a Participant pursuant to Section 9
of the Plan, which shall entitle the Participant to receive cash, Common Stock, other property or a combination thereof, as determined
by the Committee, in an amount equal to or otherwise based on the excess of (a) the Fair Market Value of a share of Common Stock
at the time of exercise over (b) the exercise price of the right, as established by the Committee on the date the award is granted..


(nn) 
 “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation if each of the corporations other than the last corporation in the unbroken chain owns 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.  A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such
date.



    	 	5	 



     


    




SECTION
3. Administration.


(a) 
Committee of the Board of Directors. The Plan may be administered by the Compensation Committee of the Board of Directors
or such other Committee or individuals as appointed by the Board to administer the Plan. Each Committee shall have such authority and
be responsible for such functions as the Board of Directors has assigned to it. Members of the Committee shall serve for such period
of time as the Board of Directors may determine and shall be subject to removal by the Board of Directors at any time. The Board of Directors
may also at any time terminate the functions of the Committee and reassume all powers and authorities previously delegated to the Committee.
If no Committee has been appointed, the entire Board of Directors shall administer the Plan.


To
the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will
be structured to satisfy the requirements for exemption under Rule 16b-3.


(b) 
Authority. Subject to the terms and conditions of the Plan, the Committee shall have the sole discretionary authority:


(i) 
to authorize the granting of Awards under the Plan;


(ii) 
to select the Employees, Consultants or Outside Directors who are to be granted Awards under the Plan and to determine the conditions
subject to such Awards;


(iii) 
to construe and interpret the Plan;


(iv) 
to determine Fair Market Value;


(v) 
to establish and modify administrative rules for the Plan;


(vi) 
to impose such conditions and restrictions with respect to the Awards, not inconsistent with the terms of the Plan, as it determines
appropriate;


(vii) 
to execute or cause to be executed Award Agreements; and


(viii) 
generally, to exercise such power and perform such other acts in connection with the Plan and the Awards, and to make all determinations
under the Plan as it may deem necessary or advisable or as required, provided or contemplated hereunder.


Any
person delegated or designated by the Committee shall be subject to the same obligations and requirements imposed on the Committee and
its members under the Plan.


(c) 
Exchange Program.  Notwithstanding anything in this Section 3, the Committee shall not implement an Exchange Program
without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual
or special meeting of Corporation's shareholders.


(d) 
Delegation by the Committee.  The Committee, in its sole discretion and on such terms and conditions as it may provide,
may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Corporation; provided,
however, that the Committee may not delegate its authority and powers (a) with respect to an Officer or (b) in any way which
would jeopardize the Plan's qualification under Code Section 162(m), if applicable, or Rule 16b-3.


(e) 
Indemnification. To the maximum extent permitted by law, the Corporation shall indemnify each member of the Committee, the
Board, and any Employee with duties under the Plan, against all liabilities and expenses (including any amount paid in settlement or
in satisfaction of a judgment) reasonably incurred by the individual in connection with any claims against the individual by reason of
the performance of the individual's duties under the Plan. This indemnity shall not apply, however, if: (i) it is determined in the action,
lawsuit, or proceeding that the individual is guilty of gross negligence or intentional misconduct in the performance of those duties;
or (ii) the individual fails to assist the Corporation in defending against any such claim. The Corporation shall have the right to select
counsel and to control the prosecution or defense of the suit. The Corporation shall not be obligated to indemnify any individual for
any amount incurred through any settlement or compromise of any action unless the Corporation consents in writing to the settlement or
compromise.



    	 	6	 



     


    




SECTION
4. Eligibility and Award Limitations.


(a) 
Award Eligibility. Employees, Consultants and Outside Directors shall be eligible for the grant of Awards under the Plan.
Only Employees shall be eligible for the grant of Incentive Stock Options.


(b) 
Award Limitations. The Corporation may apply limits on the grant of Awards during any fiscal year or any particular type or
amount of Award.


SECTION
5. Stock Subject To The Plan.


(a) 
Shares Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares
that may be issued under the Plan is 2,000,000 Shares (the "Initial Share Reserve").  The Shares may be authorized, but
unissued, or reacquired Common Stock.  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 this Section 5(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated
thereunder, any Shares that become available for issuance under the Plan pursuant to Section 5(b).


(b) 
Lapsed Awards.  To the extent an Award expires, is surrendered pursuant to an Exchange Program or becomes unexercisable
without having been exercised or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares,
is forfeited to or repurchased by the Corporation due to 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 the Plan has terminated).  Notwithstanding the foregoing (and except with respect to Shares of Restricted
Stock that are forfeited rather than vested), 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, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Corporation or are
forfeited to the Corporation, 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 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.


SECTION
6. Terms And Conditions Of Stock Options.


(a) 
Power to Grant Options. Subject to the maximum per person share limitation in Section 4, the Committee may grant to such Employees
or persons as the Committee may select, Options entitling the Optionee to purchase shares of Common Stock from the Corporation in such
quantity, and on such terms and subject to such conditions not inconsistent with the terms of the Plan, as may be established by the
Committee at the time of grant or pursuant to applicable resolution of the Committee, and as set forth in the Participant’s Option
Award Agreement. Options granted under the Plan may be Nonstatutory Stock Options or Incentive Stock Options.


(b) 
Optionee to Have No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder
of the Corporation with respect to the shares of Common Stock made subject to an Option unless and until such Optionee exercises such
Option and is issued the shares purchased thereby. No adjustments shall be made for distributions, dividends, allocations, or other rights
with respect to any shares of Common Stock prior to the exercise of such Option.


(c) 
Award Agreements. The terms of any Option shall be set forth in an Award Agreement in such form as the Committee shall from
time to time determine. Each Award Agreement shall comply with and be subject to the terms and conditions of the Plan and such other
terms and conditions as the Committee may deem appropriate. In the event that any provision of an Option granted under the Plan shall
conflict with any term in the Plan as constituted on the Date of Grant of such Option, the term in the Plan constituted on the Date of
Grant of such Option shall control. No person shall have any rights under any Option granted under the Plan unless and until the Corporation
and the Optionee have executed an Award Agreement setting forth the grant and the terms and conditions of the Option.


(d) 
Vesting. Unless a different vesting schedule is listed in an individual Award Agreement, the Shares subject to an Option granted
under the Plan shall vest and become exercisable in accordance with the following schedule:


	Completed
                                            Years of Employment/Service From Date of Grant
	Cumulative
                                            Vesting Percentage

	1	25%
	2	50%
	3	75%
	4
    Years or more	100%






    	 	7	 



     


    




(e) 
Exercise Price and Procedures.


(1) 
Exercise Price. The Exercise Price means the price per share at which an Optionee may exercise his Option to acquire all or a
portion of the shares of Common Stock that are the subject of such Option. Notwithstanding the foregoing, in no event shall the Exercise
Price of any Common Stock made the subject of an Option be less than the Fair Market Value of such Common Stock, determined as of the
Date of Grant.


(2) 
Exercise Procedures. Each Option granted under the Plan shall be exercised by providing written notice to the Committee, together
with payment of the Exercise Price, which notice and payment must be received by the Committee on or before the earlier of (i) the date
such Option expires, and (ii) the last date on which such Option may be exercised as provided in paragraph (f) below.


(3) 
Payment of Exercise Price. The Exercise Price times the number of the shares to be purchased upon exercise of an Option granted
under the Plan shall be paid in full at the time of exercise. The Committee 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 Committee will determine the acceptable
form of consideration at the time of grant.  Such consideration for both types of Options may consist entirely of: (i) cash;
(ii) check; (iii) promissory note, to the extent permitted by Applicable Laws, (iv) 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 that accepting such Shares will not result in any adverse accounting consequences to the Corporation, as the Committee
determines in its sole discretion; (v) consideration received by the Corporation under a broker-assisted (or other) cashless exercise
program (whether through a broker or otherwise) implemented by the Corporation in connection with the Plan; (vi) by net exercise;
(vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (viii) any
combination of the foregoing methods of payment.


(f) 
Effect of Termination of Service. Subject to paragraph (k) below regarding Special Rules for Incentive Stock Options, the
following provisions shall govern the exercise of any Options granted to an Optionee that are vested and outstanding at the time Optionee’s
Service ceases:


(1) 
Termination of Employment for Reasons Other than Death, Disability or a Termination for Cause. Should Optionee’s Service
with the Corporation cease for any reason other than death, Disability or a termination for Cause (as determined by the Committee), then
each Option shall remain exercisable until the close of business on the earlier of (i) 3 months following the date Optionee’s Service
ceased or (ii) the expiration date of the Option.


(2) 
Termination of Employment Due to Death or Disability. Should Optionee’s Service cease due to death or Disability, then each
Option shall remain exercisable until the close of business on the earlier of (i) the 12 month anniversary of the date Optionee’s
Service ceased, or (ii) the expiration date of the Option.


(3) 
Termination for Cause. Should Optionee’s Service be terminated for Cause while his Option remains outstanding, each outstanding
Option granted to Optionee (whether vested or unvested) shall terminate immediately and Optionee shall forfeit all rights with respect
to such Award.


(g) 
Limited Transferability of Options. An Option shall be exercisable only by the Optionee during his lifetime and shall not
be assignable or transferable other than by will or by the laws of inheritance following Optionee’s death. 


(h) 
Acceleration of Exercise Vesting. Notwithstanding anything to the contrary in the Plan, the Committee, in its discretion,
may allow the exercise in whole or in part, at any time after the Date of Grant, any Option held by an Optionee, which Option has not
previously become exercisable. In the event of a Change of Control of the Corporation, the Committee, in its discretion may provide that
Options shall become 100% vested and exercisable on the date of the Change of Control. Options shall also become 100% vested in the event
Optionee dies or becomes Disabled while employed.



    	 	8	 



     


    




(i) 
Modification, Extension, Cancellation and Regrant. Within the limitations of the Plan and after taking into account any possible
adverse tax or accounting consequences, the Committee may modify, or extend outstanding Options or may accept the cancellation of outstanding
Options (whether granted by the Corporation or another issuer) in return for the grant of new Options for the same or a different number
of shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option or cause a
violation of Code Section 409A.


(j) 
Term of Option. No Option shall have a term in excess of ten (10) years measured from the date that the Option is granted.


(k) 
Special Rules For Incentive Stock Options (“ISOs”). In addition to the provisions of this Section 6, the terms
specified below shall be applicable to all Incentive Stock Options granted under the Plan. Except as modified by the provisions of this
paragraph (k), all of the provisions of the Plan shall be applicable to Incentive Stock Options. Options that are specifically designated
as Nonstatutory Options are not subject to the terms of this paragraph (k).


(1) 
Eligibility. Incentive Options may only be granted to Employees.


(2) 
Dollar Limitation. The aggregate Fair Market Value of the shares of Common stock (determined as of the Date of Grant) for which
one or more Incentive Options granted to any Employee pursuant to the Plan may for the first time become exercisable as Incentive Options
during any one calendar year shall not exceed $100,000. To the extent that an Optionee’s Options exceed that limit, they will be
treated as Nonstatutory Options (but all of the other provisions of the Option shall remain applicable), with the first Options that
were awarded to Optionee to be treated as Incentive Stock Options.


(3) 
Restrictions on Sale of Shares. Shares issued pursuant to the exercise of an Incentive Stock Option may not be sold by the Employee
until the expiration of 12 months after exercise and 24 months from the Date of Grant. Shares that do not satisfy these restrictions
shall be treated as a grant of Nonstatutory Options.


(4) 
Special Rules for Incentive Stock Options Granted to 10% Stockholder. 


a. 
Exercise Price. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, the Exercise Price of the Incentive
Stock Option must be at least 110% of the Fair Market Value of the Corporation’s Common Stock.


b. 
Term of Option. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the Option term shall
not exceed five years measured from the date the Incentive Stock Option is granted.


c. 
Definition of 10% Stockholder. For purposes of the Plan, an Employee is deemed to be a “10% Stockholder” if he owns
more than 10% of the Corporation or any Subsidiary.


(5) 
Special Rules for Exercise of Incentive Stock Options Following Termination of Employment. 


a. 
Death or Disability. In order to preserve tax treatment as an Incentive Stock Option, Options granted to an Optionee who dies
or becomes Disabled while employed must be exercised by the Optionee or his executor or beneficiary no later than (i) 12 months following
the date of death or Disability, or (ii) the expiration date of the Incentive Stock Option, if earlier.


b. 
Termination For Reason Other Than Death or Disability. In order to preserve tax treatment as an Incentive Stock Option, an Optionee
must exercise any vested and outstanding Incentive Stock Options no later than: (i) three (3) months following the date the Optionee
terminates employment for any reason other than death or Disability; or (ii) the expiration date of the Incentive Stock Option if earlier.


(6) 
Miscellaneous. With respect to Incentive Stock Options, if this Plan does not contain any provision required to be included herein
under Section 422 of the Code, such provision shall be deemed to be incorporated herein with the same force and effect as if such provision
had been set out at length herein. To the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify,
such Option, to that extent, shall be deemed to be a Nonstatutory Stock Option for all purposes of this Plan.


(l) 
Shareholder Rights. Until the Shares covered by an Option are issued (as evidenced by the appropriate entry on the books of
the Corporation or of a duly authorized transfer agent of the Corporation), 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 Corporation
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.



    	 	9	 



     


    




SECTION
7. Restricted Stock.


(a) 
Grant of Restricted Stock. The Committee may cause the Corporation to issue shares of Restricted Stock under the Plan, subject
to such restrictions, conditions and other terms as the Committee may determine in addition to those set forth herein.


(b) 
Establishment of Performance Criteria and Restrictions. Restricted Stock Awards will be subject to time vesting under paragraph
(f) of this Section 7. The Committee may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to
or other than time vesting, including the satisfaction of corporate or individual performance objectives, which shall be applicable to
all or any portion of the Restricted Stock. Corporate or individual performance criteria include, but are not limited to, designated
levels or changes in total shareholder return, net income, total asset return, or such other financial measures or performance criteria
as the Committee may select. Such restrictions shall be set forth in the Participant’s Restricted Stock Agreement. 


(c) 
Share Certificates and Transfer Restrictions. Restricted Stock awarded to a Participant may be held under the Participant’s
name in a book entry account maintained by or on behalf of the Corporation. Upon vesting of the Restricted Stock, the Corporation will
establish procedures regarding the delivery of share certificates or the transfer of shares in book entry form. None of the Restricted
Stock may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date on which such Restricted Stock
vests in accordance with the Plan.


(d) 
Voting and Dividend Rights. Except as otherwise determined by the Committee either at the time Restricted Stock is awarded
or at any time thereafter prior to the lapse of the restrictions, holders of Restricted Stock shall not have the right to vote such shares
or the right to receive any dividends with respect to such shares, until such shares are vested. All distributions, if any, received
by the Participant with respect to Restricted Stock as a result of any stock split, stock distributions, combination of shares, or other
similar transaction shall be subject to the restrictions of the Plan.


(e) 
Award Agreements. The terms of the Restricted Stock granted under the Plan shall be as set forth in an Award Agreement in
such form as the Committee shall from time to time determine. Each Award Agreement shall comply with and be subject to the terms and
conditions of the Plan and such other terms and conditions as the Committee may deem appropriate. No Person shall have any rights under
the Plan unless and until the Corporation and the Participant have executed an Award Agreement setting forth the grant and the terms
and conditions of the Restricted Stock. The terms of the Plan shall govern all Restricted Stock granted under the Plan. In the event
that any provision of an Award Agreement shall conflict with any term in the Plan as constituted on the Date of Grant, the term in the
Plan shall control.


(f) 
Time Vesting. Except as otherwise provided in a Participant’s Award Agreement, the Restricted Stock granted under the
Plan will vest in accordance with the following schedule:


	Completed
                                            Years of Employment/Service From Date of Grant
	Cumulative
                                            Vesting Percentage

	1	25%
	2	50%
	3	75%
	4
    Years or more	100%





In
the event a Participant terminates employment prior to 100% vesting, any Shares of Restricted Stock which are not vested shall be forfeited
immediately and permanently. However, a Participant shall be 100% vested in his Restricted Stock in the event he terminates employment
by reason of death or Disability. A Participant shall also be 100% vested in his Restricted Stock on the date of a Change of Control.
If a Participant’s Service is terminated for Cause as determined in the sole discretion of the Committee, his or her Restricted
Stock Award (whether vested or unvested) shall be forfeited immediately. The Committee may approve Restricted Stock grants that provide
alternate vesting schedules. Fractional shares shall be rounded down.


(g) 
Acceleration of Vesting. Notwithstanding anything to the contrary in the Plan, the Board of Directors, in its discretion,
may accelerate, in whole or in part, the vesting schedule applicable to a grant of Restricted Stock.



    	 	10	 



     


    




SECTION
8. Restricted Stock Units


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


(b) 
Vesting Criteria and Other Terms.  The Committee 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 Committee may set vesting criteria based upon the achievement of Corporation-wide, business unit, or individual goals (including,
but not limited to, continued employment), or any other basis (including the passage of time) determined by the Committee in its discretion.
Unless a different vesting schedule is set forth in the Award Agreement, the following time vesting schedule will apply:


	Completed
                                            Years of Employment/Service From Date of Grant
	Cumulative
                                            Vesting Percentage

	1	25%
	2	50%
	3	75%
	4
    Years or more	100%





(c) 
Earning of Restricted Stock Units.  Upon meeting the applicable vesting criteria, the Participant will be entitled to
receive a payout as determined by the Committee and as set forth in the Award Agreement on the Date of Grant.  Notwithstanding the
foregoing, at any time after the grant of Restricted Stock Units, the Committee, in its sole discretion, may reduce or waive any vesting
criteria that must be met to receive a payout as long as such reduction or waiver does not violate Code Section 409A.


(d) 
Dividend Equivalents.  The Committee may, in its sole discretion, award dividend equivalents in connection with the grant
of Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof.


(e) 
Form and Timing of Payment.  Payment of earned Restricted Stock Units will be made upon the date(s) determined
by the Committee and set forth in the Award Agreement.  The Committee, in its sole discretion, may settle earned Restricted Stock
Units in cash, Shares, or a combination of both. Timing and payment of Restricted Stock Units will be subject to and structured to comply
with the rules of Code Section 409A and the treasury regulations thereunder.


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


SECTION
9. Stock Appreciation Rights.


(a) 
Grant. A Participant may be granted one or more Stock Appreciation Rights under the Plan and such SARs shall be subject to
such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion.
A SAR may relate to a particular Stock Option and may be granted simultaneously with or subsequent to the Stock Option to which it relates.
Except to the extent otherwise modified in the grant, (i) SARs not related to a Stock Option shall be granted subject to the same terms
and conditions applicable to Stock Options as set forth in Section 6, and (ii) all SARs related to Stock Options granted under the Plan
shall be granted subject to the same restrictions and conditions and shall have the same vesting, exercisability, forfeiture and termination
provisions as the Stock Options to which they relate. SARs may be subject to additional restrictions and conditions. The per-share base
price for exercise or settlement of SARs shall be determined by the Committee, but shall be a price that is equal to or greater than
the Fair Market Value of such shares. Other than as adjusted pursuant to Section 12, the base price of SARs may not be reduced without
shareholder approval (including canceling previously awarded SARs and regranting them with a lower base price).


(b) 
Exercise and Payment. To the extent a SAR relates to a Stock Option, the SAR may be exercised only when the related Stock
Option could be exercised and only when the Fair Market Value of the shares subject to the Stock Option exceed the exercise price of
the Stock Option. When a Participant exercises such SARs, the Stock Options related to such SARs shall automatically be cancelled with
respect to an equal number of underlying shares. Unless the Committee decides otherwise (in its sole discretion), SARs shall only be
paid in cash or in shares of Common Stock. For purposes of determining the number of shares available under the Plan, each Stock Appreciation
Right shall count as one share of Common Stock, without regard to the number of shares, if any, that are issued upon the exercise of
the Stock Appreciation Right and upon such payment. Shares issuable in connection with a SAR are subject to the transfer restrictions
under the Plan.



    	 	11	 



     


    




SECTION
10. Performance Units and Performance Shares.


(a) 
Grant of Performance Units/Shares. Subject to the terms of the Plan, Performance Units and Performance Shares may be granted
to eligible Employees, Consultants or Outside Directors at any time and from time to time, as shall be determined by the Committee, in
its sole discretion. The Committee shall have complete discretion in determining the number of Performance Units and Performance Shares
granted to each Participant.


(b) 
Value of Performance Units/Shares. Each Performance Unit shall have an initial value that is established by the Committee
at the time of the grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of
grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the Participants. The time period during which the performance
goals must be met shall be called a “Performance Period.”


(c) 
Performance Objectives and Other Terms. The Committee will set Performance Goals or other vesting provisions (including, without
limitation, continued status as an Employee, Consultant or Outside Director) in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Units/Shares that will be paid out to an Employee, Consultant or Outside
Director.  The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance
Period."  Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance
Period, and such other terms and conditions as the Committee, in its sole discretion, will determine.  The Committee may set performance
objectives based upon the achievement of Corporation-wide, divisional, or individual goals, applicable federal or state securities laws,
or any other basis determined by the Committee in its discretion.


(d) 
Measurement of Performance Goals.  Performance Goals shall be established by the Committee on the basis of targets to
be attained ("Performance Targets") with respect to one or more measures of business or financial performance (each, a "Performance
Measure"), subject to the following:


(i) 
Performance Measures. For each Performance Period, the Committee shall establish and set forth in writing the Performance
Measures, if any, and any particulars, components and adjustments relating thereto, applicable to each Participant.  The Performance
Measures, if any, will be objectively measurable and will be based upon the achievement of a specified percentage or level in one or
more objectively defined and non-discretionary factors preestablished by the Committee.  Performance Measures may be one or more
of the following, as determined by the Committee:  (i) sales or non-sales revenue; (ii) return on revenues; (iii) operating
income; (iv) income or earnings including operating income; (v) net income; (vi) pre-tax income or after-tax income; (vii) net
income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges
attributable to the adoption of new accounting pronouncements; (viii) raising of financing or fundraising; (ix) project financing;
(x) revenue backlog; (xi) power purchase agreement backlog; (xii) gross margin; (xiii) operating margin or profit
margin; (xiv) capital expenditures, cost targets, reductions and savings and expense management; (xv) return on assets (gross
or net), return on investment, return on capital, or return on shareholder equity; (xvi) cash flow, free cash flow, cash flow return
on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xvii) performance
warranty and/or guarantee claims; (xviii) stock price or total stockholder return; (xix) earnings or book value per share (basic
or diluted); (xx) economic value created; (xxi) pre-tax profit or after-tax profit; (xxii) strategic business criteria,
consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective
customer satisfaction or information technology goals; (xxiii) objective goals relating to divestitures, joint ventures, mergers,
acquisitions and similar transactions; (xxiv) construction projects consisting of one or more objectives based upon meeting project
completion timing milestones, project budget, site acquisition, site development, or site equipment functionality; (xxv) objective
goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff
accident and/or injury rates, headcount, performance management, completion of critical staff training initiatives; (xxvi) objective
goals relating to projects, including project completion timing milestones, project budget; (xxvii) key regulatory objectives; and
(xxviii) enterprise resource planning.


(ii) 
Committee Discretion on Performance Measures.  As determined in the discretion of the Committee, the Performance Measures
for any Performance Period may (a) differ from Participant to Participant and from Award to Award, (b) be based on the performance
of the Corporation as a whole or the performance of a specific Participant or one or more Subsidiaries, divisions, departments, regions,
stores, segments, products, functions or business units of the Corporation, (c) be measured on a per share, per capita, per unit,
per square foot, per employee, per branch basis, and/or other objective basis (d) be measured on a pre-tax or after-tax basis, and
(e) be measured on an absolute basis or in relative terms (including, but not limited to, the passage of time and/or against other
companies, financial metrics and/or an index).  Without limiting the foregoing, the Committee shall adjust any performance criteria,
Performance Measures or other feature of an Award that relates to or is wholly or partially based on the number of, or the value of,
any stock of the Corporation, to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares
or other similar changes in such stock.



    	 	12	 



     


    




(e) 
Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares
shall be entitled to receive a payout of the number of Performance Unit/Shares earned by the Participant over the Performance Period,
to be determined as a function of the extent to which the corresponding Performance Goals have been achieved. Notwithstanding the preceding
sentence, after the grant of a Performance Unit/Share, and subject to restrictions under Applicable Laws such as Code Section 409A, the
Committee, in its sole discretion, may waive the achievement of any performance goals for such Performance Unit/Share.


(f) 
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares shall be made in a single
lump sum, within 90 calendar days following the close of the applicable Performance Period. The Committee, in its sole discretion, may
pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate fair market value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance Period) or in combination thereof. Prior to the beginning
of each Performance Period, Participants may, if so permitted by the Corporation, elect to defer the receipt of any Performance Unit/Share
payout upon such terms as the Committee shall determine.


(g) 
Cancellation of Performance Units/Shares. Subject to the applicable Award Agreement, upon the earlier of (a) the Participant's
termination of employment, or (b) the date set forth in the Award Agreement, all remaining Performance Units/Shares shall be forfeited
by the Participant to the Corporation, the Shares subject thereto shall again be available for grant under the Plan.


(h) 
Non-transferability. Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further a Participant's rights under the Plan shall be exercisable during
the Participant's lifetime only by the Participant or the Participant's legal representative.


SECTION
11. Tax Withholding.


(a) 
Tax Withholding for Options. The Corporation shall be entitled, if the Committee deems it necessary or desirable, to withhold
(or secure payment in cash in United States dollars from an Optionee or beneficiary in lieu of withholding) the amount of any withholding
or other tax required by law to be withheld or paid by the Corporation with respect to any amount payable and/or shares of Common Stock
issuable under such Optionee's Option, and the Corporation may defer payment or issuance of the shares of Common Stock upon such Optionee's
exercise of an Option unless indemnified to its satisfaction against any liability for such tax. The amount of any such withholding shall
be determined by the Corporation.


(b) 
Tax Withholding for Restricted Stock and Other Awards. When a Participant incurs tax liability in connection with the vesting,
lapse of a restriction or distribution of Restricted Stock or other Award, and the Participant is obligated to pay an amount required
to be withheld under applicable tax laws, the Committee shall establish procedures to satisfy the withholding tax obligation. The Participant
also has the option to make payment in cash in United States dollars pursuant to procedures established by the Corporation. The amount
of any such withholding shall be determined by the Corporation.


SECTION
12. Adjustment of Shares and Representations.


(a) 
General. Should any change be made to the Common Stock by reason of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without
the Corporation’s receipt of consideration, the Committee shall make appropriate adjustments to (i) the maximum number and/or class
of securities issuable pursuant to the Plan, (ii) the number and/or class of securities and the Exercise Price per share in effect for
each outstanding Option in order to prevent the dilution or enlargement of benefits, (iii) the number of shares of Restricted Stock granted;
or (iv) the number of Performance Shares awarded, if applicable. As a condition to the exercise of an Award, the Corporation may require
the person exercising such Option to make such representations and warranties at the time of any such exercise as the Corporation may
at that time determine, including without limitation, representations and warranties that (i) the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares in violation of applicable federal or state securities
laws, and (ii) such person is knowledgeable and experienced in financial and business matters and is capable of evaluating the merits
and the risks associated with purchasing the Shares.


The
inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's
counsel to be necessary to the lawful issuance and sale of any Shares under this Plan, shall relieve the Corporation of any liability
in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.



    	 	13	 



     


    




(b) 
Mergers and Consolidations. In the event that the Corporation is a party to a Change of Control, outstanding Awards that are
not yet vested shall be subject to the agreement of merger or consolidation or asset sale. Such agreement, without the Participant’s
consent, may provide for:


(i) 
The continuation of such outstanding Awards by the Corporation (if the Corporation is the surviving Corporation);


(ii) 
The assumption of the Plan and such outstanding Awards by the surviving Corporation;


(iii) 
The substitution by the surviving Corporation of options with substantially the same terms for such outstanding Awards;


(iv) 
Such other action as the Board of Directors determines.


Each
Option that is assumed or otherwise continued in effect in connection with a Change of Control shall be appropriately adjusted, immediately
after such Change of Control, to apply to the number and class of securities which would have been issuable to the Optionee in connection
with the consummation of such Change of Control, had the Option been exercised immediately prior to such Change of Control.


(c) 
Reservation of Rights. Except as provided in this Section 12, a Participant shall have no Shareholder rights by reason
of (i) any subdivision or consolidation of shares of stock of any class, or (ii) any other increase or decrease in the number of shares
of stock of any class. Any issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of shares
subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.


SECTION
13. Miscellaneous.


(a) 
Regulatory Approvals. The implementation of the Plan, the granting of any Options, Restricted Stock or Performance Unit/Performance
Share Awards under the Plan, and the issuance of any shares of Common Stock upon the exercise of any Option, lapse of restrictions on
Restricted Stock, or payout of Performance Share Award shall be subject to the Corporation’s procurement of all approvals and permits
required by regulatory authorities, if any, including applicable securities laws having jurisdiction over the Plan, the Options or Restricted
Stock granted, and the shares of Common Stock issued pursuant to it.


(b) 
Strict Construction. No rule of strict construction shall be implied against the Committee, the Corporation or Subsidiary
or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure
established by the Committee.


(c) 
Choice of Law. All determinations made and actions taken pursuant to the Plan shall be governed by the internal laws of the
State of Delaware and construed in accordance therewith.


(d) 
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 such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A.  The Plan and each Award Agreement under
the Plan is intended to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and interpreted
in accordance with such intent, except as otherwise determined in the sole discretion of the Committee.  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 (or an exemption therefrom), such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.  In no event
will the Corporation be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable
of Code Section 409A.


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



    	 	14	 



     


    




(f) 
Conditions Upon Issuance of Shares.


(i) 
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
Corporation with respect to such compliance.


(ii) 
Investment Representations.  As a condition to the exercise of an Award, the Corporation 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 Corporation, such a representation is required.


(g) 
Stockholder Approval.  The Plan will be subject to approval by the stockholders of the Corporation 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.


SECTION
14. No Employment or Service Retention Rights.


Nothing
in the Plan or in any Award granted under the Plan shall confer upon 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 Subsidiary employing or
retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service
at any time and for any reason, with or without cause.


SECTION
15. Duration and Amendments.


(a) 
Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors,
subject to the approval of the Corporation’s stockholders. In the event that the stockholders fail to approve the Plan within 12 months
after its adoption by the Board of Directors, any grants of Awards that have already occurred for which shareholder approval is a prerequisite
for the granting of such Awards, shall be rescinded, and no such additional grants or awards shall be made thereafter under the Plan.
The Plan shall terminate automatically ten (10) years after its adoption only with respect to the Corporation’s ability to grant
ISOs under the Plan and may be terminated at any date by the Board of Directors pursuant to paragraph (b) below. 


(b) 
Right to Amend or Terminate the Plan. The Committee may amend, suspend or terminate the Plan at any time and for any reason;
provided, however, that certain amendments, including amendments that increase the number of Shares of Common Stock available for issuance
under the Plan (except as provided in Section 12) or change the class of persons who are eligible for the grant of ISOs, shall be subject
to the approval of the Corporation’s stockholders. The Corporation will obtain stockholder approval of any Plan amendment to the
extent necessary and desirable to comply with Applicable Laws.


(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 Committee, which agreement must be in writing and
signed by the Participant and the Corporation. No Shares of Common Stock shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof,
shall not affect any shares of Restricted Stock or Performance Shares previously issued or any Option previously granted under the Plan.


SECTION
16. Execution.


To
record the adoption of the Plan by the Board of Directors, the Corporation has caused its authorized officer to execute the same.


iGAMBIT,
INC.


By: /s/ Elisa Luqman


Elisa Luqman, Secretary


Date: October 29, 2019


 






    	 	15