Exhibit 10.6


 


KHR TECHNOLOGIES, INC.


 


2008 STOCK INCENTIVE PLAN


 


1. Purpose


 


The purpose of this 2008 Stock
Incentive Plan (the “Plan”) of KHR Technologies, Inc., a Delaware corporation (the “Company”), is to advance the
interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are
expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based
incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where
the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


 


2. Eligibility


 


All of the Company’s employees,
officers, directors, consultants and advisors are eligible to be granted options, restricted stock, restricted stock units (“RSUs”)
and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed
a “Participant”.


 


3. Administration
and Delegation


 


(a) Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe
and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s
sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director
or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under
the Plan made in good faith.


 


(b) Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall
mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or
authority under the Plan have been delegated to such Committee or officers.


 






     


     


    

 


(c) Delegation
to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to
grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future subsidiary
corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms
of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise
price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that
no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined
by Rule 16a-1 under the Exchange Act).


 


4. Stock
Available for Awards.


 


(a) Number
of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 750,000 shares of common stock, $.001
par value per share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without
having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award
being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan.
Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award shall be added to the number of shares of
Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined),
the foregoing provisions shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.


 


(b) Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity
or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding
any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section
4(a), except as may be required by reason of Section 422 and related provisions of the Code.


 


5. Stock
Options


 


(a) General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock
to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each
Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option
that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.


 


(b) Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code
(an “Incentive Stock Option”) shall only be granted to employees of KHR Technologies, Inc., any of KHR Technologies, Inc.’s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees
of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with
the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or
any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board,
including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.


 






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(c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option agreement.


 


(d) Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.


 


(e) Exercise
of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for
the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company
as soon as practicable following exercise.


 


(f) Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1) in cash
or by check, payable to the order of the Company;


 


(2) when
the Common Stock is registered under the Exchange Act, except as may otherwise be provided in the applicable option agreement, by (i)
delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds
to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise
price and any required tax withholding;


 


(3) when
the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved by
the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”), provided
(i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was
owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 


(4) to the
extent permitted by applicable law and provided for in the applicable option agreement or approved by the Board, in its sole discretion,
by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other
lawful consideration as the Board may determine; or


 


(5) by any
combination of the above permitted forms of payment.


 






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6. Restricted
Stock; Restricted Stock Units


 


(a) General.
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right
of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture
of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. Instead of granting
Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered
at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to
herein as a “Restricted Stock Award”).


 


(b) Terms
and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including
the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.


 


(c) Additional
Provisions Relating to Restricted Stock.


 


(1) Dividends.
Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless
otherwise provided by the Board. Unless otherwise provided, by the Board, if any dividends or distributions are paid in shares, or consist
of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash or other property will
be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they
were paid. Each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to shareholders
of that class of stock or, if later, the 15th day of the third month following the date the dividends are paid to shareholders of that
class of stock.


 


(2) Stock
Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be deposited
in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of
the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions
to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”).
In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.


 


7. Other
Stock-Based Awards


 


Other Awards of shares of Common
Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other
property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation stock appreciation
rights (“SARs”) and Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other
Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment
in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or
cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each
Other Stock-Based Award, including any purchase price applicable thereto.


 






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8. Adjustments
for Changes in Common Stock and Certain Other Events


 


(a) Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of
Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and
class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to and the repurchase
price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award shall be equitably
adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the
generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise
price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date
for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on
the record date for such stock dividend.


 


(b) Reorganization
Events.


 


(1) Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result
of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property
or is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share
exchange transaction or (c) any liquidation or dissolution of the Company.


 


(2) Consequences
of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board may take
any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock Awards on
such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that the Participant’s
unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant
within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable,
or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv)
in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash
payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment
to a Participant equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s
Awards (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such outstanding
Awards and any applicable tax withholdings, in exchange for the termination of such Awards, (v) provide that, in connection with a liquidation
or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise
price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under
this Section 8(b), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of
the same type, identically.


 






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For purposes of clause (i) above,
an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase,
for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share
of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to
be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders of outstanding shares of
Common Stock as a result of the Reorganization Event.


 


(3) Consequences
of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution
of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit
of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which
the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as
they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation
or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted
Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards
then outstanding shall automatically be deemed terminated or satisfied.


 


9. General
Provisions Applicable to Awards


 


(a) Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order,
and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees.


 






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(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms
and conditions in addition to those set forth in the Plan.


 


(c) Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d) Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period
during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.


 


(e) Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before
the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to
satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold
from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender
to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any
shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is payment of the exercise
price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant
may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


(f) Amendment
of Award.


 


(1) The
Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same
or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option.
The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account
any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted
under Section 8 hereof.


 


(2) The
Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share that
is lower than the then current exercise price per share of such outstanding Award. The Board may also, without stockholder approval, cancel
any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the
same or a different number of shares of Common Stock and having an exercise price per share lower than the then current exercise price
per share of the cancelled award.


 






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(g) Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions
from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of
the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery
of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h) Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions
or conditions, or otherwise realizable in full or in part, as the case may be.


 


10. Miscellaneous


 


(a) No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.


 


(b) No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record
holder of such shares.


 


(c) Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted
under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.


 


(d) Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that if at any time the approval
of the Company’s stockholders is required as to any modification or amendment under Section 422 of the Code or any successor provision
with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise
specified in the amendment, any amendment to the Plan adopted in accordance with this Section 10(d) shall apply to, and be binding on
the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment
does not materially and adversely affect the rights of Participants under the Plan.


 






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(e) Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to this Plan
containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such
additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements
adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not
the subject of such supplement.


 


(f) Compliance
with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless
the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. The Company
shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section
409A is not so exempt or compliant or for any action taken by the Board.


 


(g) Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a
jurisdiction other than such state.


 




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KHR TECHNOLOGIES, INC.


 


2008 STOCK INCENTIVE PLAN


 


CALIFORNIA SUPPLEMENT


 


Pursuant to Section 10(e) of
the Plan, the Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:


 


Any Awards granted under the
Plan to a Participant who is a resident of the State of California on the date of grant (a “California Participant”) shall
be subject to the following additional limitations, terms and conditions:


 


1.
Additional Limitations on Options.


 


(a) Maximum
Duration of Options. No Options granted to California Participants shall have a term in excess of 10 years measured from the Option
grant date.


 


(b) Minimum
Exercise Period Following Termination. Unless a California Participant’s employment is terminated for cause (as defined by applicable
law, the terms of any contract of employment between the Company and such Participant, or in the instrument evidencing the grant of such
Participant’s Option), in the event of termination of employment of such Participant, such Participant shall have the right to exercise
an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment terminated, until the earlier
of: (i) at least six months from the date of termination, if termination was caused by such Participant’s death or “permanent
and total disability” (within the meaning of Section 22(e)(3) of the Code), (ii) at least 30 days from the date of termination,
if termination was caused other than by such Participant’s death or “permanent and total disability” (within the meaning
of Section 22(e)(3) of the Code) and (iii) the Option expiration date.


 


2. Additional
Limitations for Other Stock-Based Awards. The terms of all Awards granted to a California Participant under Section 7 of the Plan
shall comply, to the extent applicable, with Sections 260.140.41, 260.140.42, 260.140.45 and 260.140.46 of the California Code of Regulations
(the “California Regulations”).


 


3. Additional
Limitations on Timing of Awards. No Award granted to a California Participant shall become exercisable, vested or realizable, as applicable
to such Award, unless the Plan has been approved by the holders of a majority of the Company’s outstanding voting securities by
the later of (i) within 12 months before or after the date the Plan was adopted by the Board, or (ii) prior to or within 12 months of
the granting of any Award to a California Participant.


 


4. Additional
Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 8 of the Plan, in the event of a stock split,
reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s securities,
the number of securities allocated to each California Participant, and in the case of Options, the exercise price of such Options, must
be adjusted proportionately and without the receipt by the Company of any consideration from any California Participant.


 


 


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