Exhibit 10.23


 


SENESTECH, INC.


 


2018 EQUITY INCENTIVE PLAN

AS AMENDED


 


	1.	General.



 

(a) Eligible Stock Award
Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.


 


(b) Available Stock Awards.
The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.


 


(c) Purpose. The Plan,
through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide
incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the
eligible recipients may benefit from increases in value of the Common Stock.


 


	2.	Administration.



 

(a) Administration by Board.
The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section
2(c).


 


(b) Powers of Board.
The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i) To determine (A)
who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D)
the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive
cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market
Value applicable to a Stock Award.


 


(ii) To construe and
interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the
Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in
any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully effective.


 


(iii) To settle all controversies
regarding the Plan and Stock Awards granted under it.


 


(iv) To accelerate, in
whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common Stock may be issued).


 


(v) To suspend or terminate
the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will
not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided
in subsection (viii) below.


 



     


     


    

 


(vi) To amend the Plan
in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted
under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified
deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable
law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any
amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants
under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially
extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided
in the Plan (including subsection (viii) below) or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s
rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected Participant, and (2) such Participant
consents in writing.


 


(vii) To submit any amendment
to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section
422 of the Code regarding Incentive Stock Options.


 


(viii) To approve forms
of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to,
amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock
Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such
Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired
by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair
the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one
or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive
Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment
of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C)
to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply
with other applicable laws.


 


(ix) Generally, to exercise
such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are
not in conflict with the provisions of the Plan or Stock Awards.


 


(x) To adopt such procedures
and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign
nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the
Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(xi) To effect, with
the consent of any adversely affected Participant, (A) the modification of the exercise, purchase or strike price of any outstanding Stock
Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted
Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the
Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as
the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company. In no event, however,
shall the Board have the right, without stockholder approval, to (i) lower the exercise or grant price of an Option or SAR after it is
granted, except in connection with Capitalization Adjustments provided in Section 9; (ii) cancel an Option or SAR at a time when its exercise
or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right,
restricted stock, or other equity award; (iii) take any other action that is treated as a repricing under generally accepted accounting
principles, or (iv) issue an Option or SAR or amend an outstanding Option or SAR to provide for the grant or issuance of a new Option
or SAR on exercise of the original Option or SAR.


 



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(c) Delegation to Committee.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated
to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board
that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee).
Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from
time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the
Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee
and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(d) Delegation to an Officer.
The Board may delegate to one (1) or more Officers the authority to do one or both of the following: (i) designate Employees who are not
Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent
permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock to be subject to
such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the
total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant
a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved
for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may
not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the
Fair Market Value pursuant to Section 13(t) below.


 


(e) Effect of Board’s
Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any
person and will be final, binding and conclusive on all persons.


 


	3.	Shares Subject to the Plan.



 

(a) Share Reserve.


 


(i) Subject to Section
9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards
from and after the Effective Date will not exceed 6,850,000 shares, plus the following additional shares: (A) any authorized shares of
Common Stock available for issuance, and not issued or subject to outstanding Stock Awards, under the Company’s 2015 Incentive Plan
(the “Prior Plan”) on the Effective Date shall cease to be set aside or reserved for issuance pursuant to the
Prior Plan, effective on the Effective Date, and shall instead be set aside and reserved for issuance pursuant to the Plan; and (B) any
shares of Common Stock subject to outstanding Stock Awards under the Prior Plan on the Effective Date that cease to be subject to such
awards following the Effective Date (other than by reason of exercise or settlement of the awards to the extent they are exercised for
or settled in vested and nonforfeitable shares), shall cease to be set aside or reserved for issuance pursuant to the Prior Plan, effective
on the date upon which they cease to be so subject to such awards, and shall instead be set aside and reserved for issuance pursuant to
the Plan, up to an aggregate maximum of 122,279 shares pursuant to clauses (A) and (B) of this paragraph (i) (taken all together, the
“Share Reserve”).


 


(ii) For clarity, the
Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly,
this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).


 


(b) Reversion of Shares
to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered
by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such
expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available
for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the
Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that
are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company
in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award
will again become available for issuance under the Plan.


 



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(c) Incentive Stock Option
Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares
of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be a number of shares of Common Stock equal
to three (3) multiplied by the Share Reserve.


 


(d) Source of Shares.
The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by
the Company on the open market or otherwise.


 


	4.	Eligibility.



 

(a) Eligibility for Specific
Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary
corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock
Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to Employees,
Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined
in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A
of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), or
(ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively
comply with the distribution requirements of Section 409A of the Code.


 


(b) Ten Percent Stockholders.
A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred
ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years
from the date of grant.


 


(c) Consultants. A
Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of the Company’s
securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the
Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines
that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well
as comply with the securities laws of all other relevant jurisdictions.


 


	5.	Provisions Relating to Options and Stock Appreciation Rights.



 

Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as
an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify
as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Stock Award Agreement will conform to
(through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of
the following provisions:


 


(a) Term. Subject to
the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten (10)
years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(b) Exercise Price.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will
be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the
Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than one
hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant
to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner
consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated
in shares of Common Stock equivalents.


 






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(c) Purchase Price for
Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by
applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The
Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability
to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted
methods of payment are as follows:


 


(i) by cash, check, bank
draft or money order payable to the Company;


 


(ii) pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds;


 


(iii) by delivery to
the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv) if an Option is
a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares
of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock
will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are
used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of
such exercise, and (C) shares are withheld to satisfy tax withholding obligations;


 


(v) according to a deferred
payment or similar arrangement with the Optionholder; provided, however, that interest will compound at least annually and will
be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and compensation income
to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial
accounting purposes; or


 


(vi) in any other form
of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.


 


(d) Exercise and Payment
of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with
the provisions of the Stock Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be
not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number
of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with
respect to which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution may be paid
in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained
in the Stock Award Agreement evidencing such SAR.


 


(e) Transferability of
Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the
Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options and SARs will apply:


 


(i) Restrictions on Transfer.
An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to subsections (ii)
and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer
of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither
an Option nor a SAR may be transferred for consideration.


 



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(ii) Domestic Relations Orders.
Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic
relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2).
If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(iii) Beneficiary Designation.
Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in
a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter
be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence
of such a designation, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR
and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary
at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable
laws.


 


(f) Vesting Generally.
The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments
that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or
may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions
governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g) Termination of Continuous
Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company,
if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability),
the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as
of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three (3) months following
the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award
Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable laws unless such termination is
for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of
Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as
applicable) will terminate.


 


(h) Extension of Termination
Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company,
if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and
other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of
Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier
of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination of the Participant’s
Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii)
the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided
in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the
termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy,
then the Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to
the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale
of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy,
or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 


(i) Disability of Participant.
Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a
Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his
or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of
Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination
of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six
(6) months if necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as set forth in the
Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within
the applicable time frame, the Option or SAR (as applicable) will terminate.


 



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(j) Death of Participant.
Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if (i)
a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within
the period (if any) specified in the Stock Award Agreement for exercisability after the termination of the Participant’s Continuous
Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise
such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option
or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only
within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period
specified in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with applicable laws),
and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s
death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k) Termination for Cause.
Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement between the
Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will
terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising
his or her Option or SAR from and after the time of such termination of Continuous Service.


 


(l) Non-Exempt Employees.
If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended,
the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant
of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity
Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not
assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may
be defined in the Participant’s Stock Award Agreement, in another agreement between the Participant and the Company, or, if no such
definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options
and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that
any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or
her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that
any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award
will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are
hereby incorporated by reference into such Stock Award Agreements.


 


(m) Early Exercise of Options.
An Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous
Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full
vesting of the Option. Subject to the “Repurchase Limitation” in Section 8(m), any unvested shares of Common Stock so purchased
may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. Provided
that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required to exercise its repurchase
right until at least six (6) months (or such longer or shorter period of time required to avoid classification of the Option as a liability
for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the
Option Agreement.


 


(n) Right of Repurchase.
Subject to the “Repurchase Limitation” in Section 8(m), the Option or SAR may include a provision whereby the Company may
elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the Option
or SAR.


 


(o) Right of First Refusal.
The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice
from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option
or SAR. Such right of first refusal will be subject to the “Repurchase Limitation” in Section 8(m). Except as expressly provided
in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions
of the bylaws of the Company.


 



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	6.	Provisions of Stock Awards Other than Options and SARs.



 

(a) Restricted Stock Awards.
Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate.
To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (i) held in book
entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced
by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted
Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not
be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:


 


(i) Consideration. A
Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past
services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.


 


(ii) Vesting. Subject
to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under the Restricted Stock Award Agreement
may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.


 


(iii) Termination of Participant’s
Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition
or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination
of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv) Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award
Agreement.


 


(v) Dividends. A Restricted
Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions
as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b) Restricted Stock Unit
Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems
appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions
of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i) Consideration. At
the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant
for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.


 



    8 


     


    

 


(ii) Vesting. At the
time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted
Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii) Payment. A Restricted
Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other
form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv) Additional Restrictions.
At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions
that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after
the vesting of such Restricted Stock Unit Award.


 


(v) Dividend Equivalents.
Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the
Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be
converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board.
Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all
of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.


 


(vi) Termination of Participant’s
Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted
Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.


 


(vii) Compliance with Section
409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan
that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit
Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained
in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may include,
without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock
Unit Award vests must be issued in accordance with a fixed pre-determined schedule.


 


(c) Other Stock Awards.
Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent (100%) of the Fair
Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section
5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority
to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common
Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other
Stock Awards.


 


	7.	Covenants of the Company.



 

(a) Availability of Shares.
The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock
Awards.


 


(b) Securities Law Compliance.
The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required
to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or
issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from
any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise
of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or
the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable
securities law.


 



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(c) No Obligation to Notify
or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of
exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending
termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty
or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.


 


	8.	Miscellaneous.



 

(a) Use of Proceeds from
Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute general funds of
the Company.


 


(b) Corporate Action Constituting
Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant will be deemed completed
as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or
letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate
records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise
price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement as a result of a clerical error
in the papering of the Stock Award Agreement, the corporate records will control and the Participant will have no legally binding right
to the incorrect term in the Stock Award Agreement.


 


(c) Stockholder Rights.
No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock
subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares
of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock Award has
been entered into the books and records of the Company.


 


(d) No Employment or Other
Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or in connection with any
Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Stock Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the
employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of
such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company
or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated,
as the case may be.


 


(e) Change in Time Commitment.
In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any
Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change
in status from a full-time Employee to a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board
has the right in its sole discretion to (x) make a corresponding reduction in the number of shares subject to any portion of such Stock
Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination
with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event of any such reduction, the
Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended.


 


(f) Incentive Stock Option
Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the
Company and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such other limit established in the Code) or otherwise
does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to
the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 



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(g) Investment Assurances.
The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written
assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business
matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising
the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock
subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance
of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective
registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company
that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(h) Withholding Obligations.
Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local
tax withholding obligation relating to a Stock Award by any of the following means or by a combination of such means: (i) causing the
Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable
to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification
of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash; (iv)
withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock
Award Agreement.


 


(i) Electronic Delivery.
Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically
or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).


 


(j) Deferrals. To the
extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment
of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and
procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of
the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or
otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what
annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous
Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.


 


(k) Compliance with Section
409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder is subject to Section 409A of the
Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid the consequences
specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance
with Section 409A of the Code.


 



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(l) Compliance with Exemption
Provided by Rule 12h-1(f). If at the end of the Company’s most recently completed fiscal year: (i) the aggregate of the number
of persons who hold outstanding compensatory employee stock options to purchase shares of Common Stock granted pursuant to the Plan or
otherwise (such persons, “Holders of Options”) equals or exceeds five hundred (500), and (ii) the Company’s
assets exceed $10 million, then the following restrictions will apply during any period during which the Company does not have a class
of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange
Act: (A) the Options and, prior to exercise, the shares of Common Stock to be issued on exercise of the Options may not be transferred
until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule
12h-1(f)”), except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability
of the Holder of Options, or (3) to an executor upon the death of the Holder of Options (collectively, the “Permitted Transferees”);
provided, however, the following transfers are permitted: (i) transfers by Holders of Options to the Company, and (ii) transfers in connection
with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain outstanding
and the Company is no longer relying on the exemption provided by Rule 12h-1(f); provided further, that any Permitted Transferees may
not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock issuable on exercise
of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent
position” as defined by Rule 16a-1(h) promulgated under the Exchange Act, or any “call equivalent position” as defined
by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior to exercise of an Option until the Company is no longer
relying on the exemption provided by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule
12h-1(f), the Company will deliver to Holders of Options (whether by physical or electronic delivery or written notice of the availability
of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under the Securities Act
every six (6) months, including financial statements that are not more than one hundred eighty (180) days old; provided, however, that
the Company may condition the delivery of such information upon the Holder of Options’ agreement to maintain its confidentiality.


 


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


 


	9.	Adjustments upon Changes in Common Stock; Other Corporate Events.



 

(a) Capitalization Adjustments.
In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant
to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share
of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.


 


(b) Dissolution or Liquidation.
Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding
Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition
or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and
the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or
reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however,
that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation
is completed but contingent on its completion.


 



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(c) Corporate Transaction.
The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument
evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise
expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding
any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon
the closing or completion of the Corporate Transaction:


 


(i) arrange for the surviving
corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock
Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii) arrange for the
assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award
to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);


 


(iii) accelerate the
vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior
to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to the date
that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating if not exercised (if
applicable) at or prior to the effective time of the Corporate Transaction; provided, however, that the Board may require Participants
to complete and deliver to the Company a notice of exercise before the effective date of a Corporate Transaction, which exercise is contingent
upon the effectiveness of such Corporate Transaction;


 


(iv) arrange for the
lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v) cancel or arrange
for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction,
in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and


 


(vi) make a payment,
in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have
received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over (B) any exercise
price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of the property
is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result of escrows, earn
outs, holdbacks or any other contingencies.


 


The Board need not take the same action or actions
with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect
to the vested and unvested portions of a Stock Award.


 


(d) Change in Control.
A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided
in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate
and the Participant, but in the absence of such provision, no such acceleration will occur.


 



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	10.	Plan Term; Earlier Termination or Suspension of the Plan.



 

(a) Plan Term. The
Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically terminate on the
day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is
approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.


 


(b) No Impairment of Rights.
Suspension or termination of the Plan will not impair rights and obligations under any Stock Award granted while the Plan is in effect
except with the written consent of the affected Participant or as otherwise permitted in the Plan.


 


	11.	Effective Date of Plan.



 

This Plan will become effective
on the Effective Date.


 


	12.	Choice of Law.



 

The laws of the State of Delaware
will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s
conflict of laws rules.


 


	13.	Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:



 

(a) “Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms
are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned
subsidiary” status is determined within the foregoing definition.


 


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


 


(c) “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,
stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any
similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the
Company will not be treated as a Capitalization Adjustment.


 


(d) ”Cause“
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in
the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such
Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United
States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty
against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the
Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination
by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock
Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant
for any other purpose.


 






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(e) “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:


 


(i) any Exchange Act
Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the
Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary
purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the level of Ownership
held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,
provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities
by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming
the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the
Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 


(ii) there is consummated
a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation
of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power
of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding
voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially
the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;


 


(iii) the stockholders
of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation;


 


(iv) there is consummated
a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries,
other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of
the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior
to such sale, lease, license or other disposition; or


 


(v) individuals who,
on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or
nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board
then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding the foregoing definition or any
other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively
for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual
written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Stock
Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition will apply.


 


(f) “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(g) “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


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


 



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(i) “Company”
means Senestech, Inc., a Nevada corporation.


 


(j) “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.
However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”
for purposes of the Plan.


 


(k) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate
as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an
Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated
on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant
of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be
considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave,
military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as
may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 


(l) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i) a sale or other disposition
of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;


 


(ii) a sale or other
disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii) a merger, consolidation
or similar transaction following which the Company is not the surviving corporation; or


 


(iv) a merger, consolidation
or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar
transaction into other property, whether in the form of securities, cash or otherwise.


 


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


 


(n) “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and
will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(o) “Effective
Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved by the
Company’s stockholders, and (ii) the date this Plan is adopted by the Board.


 


(p) “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


 



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(q) “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(r) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(s) “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any
employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering
of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d)
or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(t) “Fair
Market Value” means, as of any date, the value of the Common Stock determined by the Board in compliance with Section 409A
of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.


 


(u) “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies as, an
“incentive stock option” within the meaning of Section 422 of the Code.


 


(v) “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.


 


(w) “Officer”
means any person designated by the Company as an officer.


 


(x) “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(y) “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option
grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(z) “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


 


(aa) “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the
terms and conditions of Section 6(c).


 


(bb) “Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the
terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the
Plan.


 


(cc) “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity will be
deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(dd) “Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(ee) “Plan”
means this Senestech, Inc. 2018 Equity Incentive Plan.


 



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(ff) “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).


 


(gg) “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions
of the Plan.


 


(hh) “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).


 


(ii) “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject
to the terms and conditions of the Plan.


 


(jj) “Rule
405” means Rule 405 promulgated under the Securities Act.


 


(kk) “Rule
701” means Rule 701 promulgated under the Securities Act.


 


(ll) “Securities
Act” means the Securities Act of 1933, as amended.


 


(mm) “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 5.


 


(nn) “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing
the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and
conditions of the Plan.


 


(oo) “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award.


 


(pp) “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 


(qq) “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of
any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is
at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which
the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more
than fifty percent (50%) .


 


(rr) “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


 


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