Exhibit 10.16


 


AMENDED AND RESTATED MARIZYME, INC.


2021 STOCK INCENTIVE PLAN


 


1. Establishment,
Purpose and Term of Plan.


 


1.1. Establishment.
The Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan is hereby established effective as of May 18, 2021.


 


1.2. Purpose. The
purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive to attract,
retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the
growth and profitability of the Participating Company Group. The Company intends that Awards granted pursuant to the Plan be exempt from
or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed.


 


1.3. Term of Plan. The
Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within
ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the shareholders
of the Company.


 


2. Definitions
and Construction.


 


2.1. Definitions. Whenever
used herein, the following terms shall have their respective meanings set forth below:


 


a. “Applicable
Laws” means the requirements relating to the administration of equity-based awards under applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan, including if applicable, U.S. federal and state corporate
laws, U.S. federal and state securities laws, U.S. federal and state tax laws, and any stock exchange or quotation system on which the
Company’s common stock is listed or quoted.


 


b. “Award” means
a grant under the Plan of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Stock granted as a bonus or in lieu of another Award, or Performance Awards.


 


c. “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions of the Award granted to the Participant.


 


d. “Board” means
the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also
means such Committee(s).


 


e. “Cause” means,
unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written
contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of
fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material
failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating
to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or
diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the
Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional
act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s
repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable
opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between
the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
commission (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation
or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.


  






     


     


    

 


f. “Change
in Control” means a change in ownership or control of the Company effected through any of the following transactions:


 


i The acquisition in one transaction
by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act) of shares or other securities (as defined
in Section 3(a)(10) of the Exchange Act) representing 51% or more of outstanding Stock of the Company; provided, however, that a Change
in Control as defined in this clause (i) shall not be deemed to occur in connection with any acquisition by the Company, an employee benefit
plan of the Company or any Person who immediately prior to the effective date of this Plan is a holder of Stock (a “Current Stockholder”)
so long as such acquisition does not result in any Person other than the Company, such employee benefit plan or such Current Stockholder
beneficially owning shares or securities representing 51% or more of the outstanding shares or securities; or


 


ii Any election has occurred
of persons as directors of the Company that causes two-thirds or more of the Board to consist of persons other than (A) persons who were
members of the Board on the effective date of this Plan and (B) persons who were nominated by the Board for election as members of the
Board at a time when at least two-thirds of the Board consisted of persons who were members of the Board on the effective date of this
Plan; provided, however, that any person nominated for election by the Board when at least two-thirds of the members of the Board are
persons described in sub clause (A) or (B) and persons who were themselves previously nominated in accordance with this clause (ii) shall,
for this purpose, be deemed to have been nominated by a Board composed of persons described in sub clause (B); or


 


iii Approval by the stockholders
of the Company of a reorganization, merger, consolidation or similar transaction (a “Reorganization Transaction”),
in each case, unless, immediately following such Reorganization Transaction, more than 50% of, respectively, the outstanding shares of
common stock (or similar equity security) of the corporation or other entity resulting from or surviving such Reorganization Transaction
and the combined voting power of the securities of such corporation or other entity entitled to vote generally in the election of directors,
is then beneficially owned, directly or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding
Stock immediately prior to such Reorganization Transaction in substantially the same proportions as their ownership of the outstanding
Stock immediately prior to such Reorganization Transaction; or


 


iv Approval by the stockholders
of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially
all of the assets of the Company to a corporation or other entity, unless, with respect to such corporation or other entity, immediately
following such sale or other disposition, more than 50% of, respectively, the outstanding shares of common stock (or similar equity security)
of such corporation or other entity and the combined voting power of the securities of such corporation or other entity entitled to vote
generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities who were the
respective beneficial owners of the outstanding Stock immediately prior to such sale or disposition in substantially the same proportions
as their ownership of the outstanding Stock immediately prior to such sale or disposition.


 


b. “Code” means
the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.


 


c. “Committee” means
the compensation committee or other committee or subcommittee of the Board duly appointed to administer the Plan and having such powers
as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of
the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to
the terms of the Plan and any applicable limitations imposed by law.


 


d. “Company” means
Marizyme, Inc., a Nevada corporation, or any successor corporation thereto.


 






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e. “Consultant” means
a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided
that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the
Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration
provided by Rule 701 under the Securities Act or on a Form S-8 Registration Statement under the Securities Act.


 


f. “Date
of Grant” means the date on which the Board makes the determination to grant an Award, unless a later date is specified
by the Board.


 


g. “Director” means
a member of the Board.


 


h. “Disability” means
the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the
Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.


 


i. “Employee” means
any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating
Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the
Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment
for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become
or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case
may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination
of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such
rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination
as to such individual’s status as an Employee.


 


j. “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


k. “Exercise
Price” means the price at which the holder of an Option or SAR may purchase the Stock issuable upon exercise of an
Option or SAR.


 


l. “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in
its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the
following:


 


i If, on such date, the Stock
is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock as quoted on the national or regional securities exchange or market system constituting the primary market for
the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant
date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market
Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate
day as shall be determined by the Board, in its discretion.


  


ii If, on such date, the Stock
is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined
by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a
manner consistent with the requirements of Section 409A of the Code.


 


m. “Incentive
Stock Option” or “ISO” means an Option intended to qualify as an incentive stock option pursuant to Section
422 of the Code.


 


n. “Insider” means
an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 






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o. “Insider
Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic
information regarding the Company or its securities.


 


p. “Nonstatutory
Stock Option” means an Option that is not intended to be a Incentive Stock Option.


 


q. “Officer” means
any person designated by the Board as an officer of the Company.


 


r. “Option” means
a ISO or Nonstatutory Stock Option granted pursuant to the Plan.


 


s. “Parent
Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e)
of the Code.


 


t. “Participant” means
any eligible person who has been granted one or more Awards.


 


u. “Participating
Company” means the Company or any Parent Corporation or Subsidiary Corporation.


 


v. “Participating
Company Group” means, at any point in time, all entities collectively which are then Participating Companies.


 


w. “Performance
Award” means cash or stock incentives subject to the satisfaction of long-term Performance Criteria and granted pursuant
to Section 9 below.


  


x. “Performance
Criteria” means business criteria including, but not limited to: revenue; revenue growth; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating income; pre-or after-tax income;
net operating profit after taxes; economic value added (or an equivalent metric); ratio of operating earnings to capital spending; cash
flow (before or after dividends); cash-flow per share (before or after dividends); net earnings; net sales; sales growth; share price
performance; return on assets or net assets; return on equity; return on capital (including return on total capital or return on invested
capital); cash flow return on investment; total shareholder return; improvement in or attainment of expense levels; and improvement in
or attainment of working capital levels or Performance Criteria. Any Performance Criteria may be used to measure the Company’s performance
as a whole or any of the Company’s business units and may be measured relative to a peer group or index.


 


y. “Performance
Period” means the period as designated by the Board or Committee.


 


z. “Plan” means
this Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan.


 


aa. “Restricted
Stock Award” means an Award of restricted Stock granted pursuant to Section 7.


 


bb. “Restricted
Stock Unit Award” or “RSU” means an Award of a right to receive Stock on a future date granted pursuant
to Section 8.


 


cc. “Rule
16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


dd. “Securities
Act” means the Securities Act of 1933, as amended.


 






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ee. “Service” means
a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or
a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant
renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s
Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90)
days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to
have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing,
unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes
of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the
Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity
for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion,
shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination.


 


ff. “Stock” means
a share of the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.


 


gg. “Stock
Appreciation Right” or “SAR” means is a right to receive, in cash or Stock (as determined by the Board),
value with respect to a specific number of Stock equal to or otherwise based on the excess of (i) the Fair Market Value of a share of
Stock at the time of exercise over (ii) the Exercise Price of the right, subject to such terms and conditions as are expressed in the
Award Agreement.


 


hh. “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section
424(f) of the Code.


  


ii. “Ten
Percent Stockholder” means a natural person owning stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, its Subsidiary Corporations or its Parent Corporation.


 


jj. “Vesting
Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares
subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2. Construction. Captions
and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of
the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


3. Administration.


 


3.1. Administration
by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement
or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be
determined by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan
or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in
the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions
of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein.


 


3.2. Authority of Officers. Any
Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election
which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to
such matter, right, obligation, determination or election.


 






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3.3. Powers of the Board. In
addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final
power and authority, in its discretion:


 


a. to determine the persons
to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award;


 


b. to determine the type of
Award granted;


 


c. to determine the Fair Market
Value of shares of Stock or other property;


 


d. to determine the terms,
conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including,
without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased
pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award or shares
acquired pursuant thereto, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability
or vesting of any Award or shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s
termination of Service on any of the foregoing, (vii) the Performance Criteria, if any, and level of achievement versus the Performance
Criteria that shall determine the number of shares of Stock granted, issued, retainable and/or vested, and (vii) all other terms, conditions
and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;


  


e. to approve one or more
forms of Award Agreement;


 


f. to amend, modify, extend,
cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;


 


g. to accelerate, continue,
extend or defer the exercisability or vesting of any Award or any Stock acquired pursuant thereto, including with respect to the period
following a Participant’s termination of Service;


 


h. to implement a program
where (A) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower Exercise Prices
and different terms), Awards of a different type, or cash, or (B) the Exercise Price of an outstanding Award is reduced, based in each
case on terms and conditions determined by the Board in its sole discretion;


 


i. to allow Participants to
satisfy withholding tax obligations or costs attendant to exercising an Award by electing to have the Company withhold from the Stock
or cash to be delivered upon exercise or vesting of an Award that number of shares of Stock represented by the shares of Stock or cash
having a Fair Market Value equal to the minimum amount required to be withheld and/or the attendant costs. The Fair Market Value of any
shares of Stock to be withheld will be determined on the date that the amount of tax to be withheld and/or costs imposed is to be determined.
All elections by a Participant to have shares of Stock or cash withheld for these purposes will be made in such form and under such conditions
as the Board may deem necessary or advisable;


 


j. to prescribe, amend or
rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the
Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy,
accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;


 


k. to correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions
of the Plan or Applicable Law; and


 


l. to make all other determinations
deemed necessary or advisable for administering the Plan.


 


3.4. Administration
with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements,
if any, of Rule 16b-3.


 






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3.5. Effect of Change
in Status. The Board shall have the discretion to determine the effect upon an Award and upon an individual’s status as
an Employee under the Plan (including whether a Participant shall be deemed to have experienced a termination of employment or other change
in status) and upon the vesting, expiration or forfeiture of an Award in the case of (a) any individual who is employed by an entity that
ceases to be a Subsidiary Corporation, (b) any leave of absence approved by the Company or a Subsidiary Corporation, (c) any transfer
between locations of employment with the Company or a Subsidiary Corporation or between the Company and any Subsidiary Corporation or
between any Subsidiary Corporation, (d) any change in the Participant’s status from an employee to a Consultant or Director, or
vice versa, and (e) at the request of the Company or a Subsidiary Corporation, any Employee who becomes employed by any partnership, joint
venture, corporation or other entity not meeting the requirements of a Subsidiary Corporation.


  


3.6. Indemnification. In
addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Participating
Company Group, members of the Board and any Officers or Employees of the Participating Company Group to whom authority to act for the
Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence,
bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.


 


4. Shares
Subject to Plan.


 


4.1. Maximum Number
of Shares of Stock Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock
that may be issued under the Plan shall be 5,300,000 shares and shall consist of authorized but unissued or reacquired shares of Stock
or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired
pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an amount not greater than
the Participant’s exercise or purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited
or repurchased shares of Stock shall again be available for issuance under the Plan. The maximum number of shares of Stock that may be
issuable pursuant to Incentive Stock Awards granted under the Plan shall not exceed 5,300,000, which limitation shall be subject to adjustment
under Section 4.2 only to the extent that such adjustment is consistent with adjustments permitted under Section 422 of the Code.


 


4.2. Adjustments for
Changes in Capital Structure. Subject to any required action by the shareholders of the Company and the requirements of
Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration
by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital
structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form other
than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate
adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, and in the exercise or purchase
price per share of any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For
purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt
of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding
Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another
corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards
are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share
of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional
share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price
per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased
to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and
its determination shall be final, binding and conclusive. 


 






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5. Eligibility
and Option Limitations.


 


5.1. Persons Eligible
for Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2. Participation in
the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award. However,
eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to
be granted an additional Award.


 


6. Stock
Options and Stock Appreciation Rights.


 


Options and SARs shall be evidenced
by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish.
Each Option grant will identify the Option as an ISO or Nonstatutory Stock Option. Award Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


6.1. Exercise Price. The
Exercise Price for each Option or SAR shall be established in the discretion of the Board; provided, however, that the Exercise Price
per share for an Option or SAR shall be not less than the Fair Market Value of a share of Stock on the effective Date of Grant of the
Option or SAR, or in the case of an ISO granted to a Ten Percent Stockholder, one hundred ten percent (110%) the Fair Market Value of
a share of Stock on the effective Date of Grant. Notwithstanding the foregoing, an Option or SAR may be granted with an Exercise Price
lower than the minimum Exercise Price set forth above if such Option or SAR is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of Section 424(a) of the Code.


 


6.2. Exercisability
and Term of Options and SARs. Options may be immediately exercisable but subject to repurchase pursuant to Section 16.1
or may be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria
and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option. No Option or SAR shall
be exercisable after the expiration of ten (10) years after the effective Date of Grant of such Option or SAR; provided that the term
of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five (5) years. Subject to the foregoing, unless otherwise
specified by the Board in the grant of an Option or SAR, any Option or SAR granted hereunder shall terminate ten (10) years after the
effective Date of Grant of the Option or SAR (or five (5) years after the effective Date of Grant of an ISO to a Ten Percent Stockholder),
unless earlier terminated in accordance with its provisions. The Board may set a reasonable minimum number of shares of Stock that may
be exercised at any one time.


 


6.3. Payment of Exercise
Price for Options.


 


a. Forms of Consideration
Authorized. Except as otherwise provided below, payment of the Exercise Price for the number of shares of Stock being
purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation
to the ownership, of Stock owned by the Participant for no less than six (6) months, having a Fair Market Value not less than the Exercise
Price, and clear of all liens, claims of encumbrances or security interests, (iii) by delivery of a properly executed notice of exercise
together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with
respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System)
(a “Cashless Exercise”), (iv) by cancellation of indebtedness of the Company owed to Participant; (v) by
waiver of compensation due or accrued to Participant from Company for services rendered, (vi) by such other consideration as may be approved
by the Board from time to time to the extent permitted by Applicable Law, or (vii) by any combination thereof. The Board may at any time
or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the Exercise
Price or which otherwise restrict one or more forms of consideration.


  






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b. Limitations on
Forms of Consideration.


 


i Tender of Stock. Notwithstanding
the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent
such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s Stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such
other period, if any, required by the Company (and were not used for another Option exercise by attestation during such period) or were
not acquired, directly or indirectly, from the Company.


 


ii Cashless Exercise. The
Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve
or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more
Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.


 


6.4. Effect of Termination
of Service.


 


a. Option and SAR
Exercisability. Subject to earlier termination of the Option or SAR as otherwise provided by this Plan and unless a longer exercise
period is provided by the Board, an Option or SAR shall terminate immediately upon the Participant’s termination of Service to the
extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then
vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate:


 


i Disability. If
the Participant’s Service terminates because of the Disability of the Participant, the Option or SAR, to the extent unexercised
and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date
on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s or SAR’s
term as set forth in the Award Agreement evidencing such Option (the “Option / SAR Expiration Date”).


 


ii Death. If
the Participant’s Service terminates because of the death of the Participant, the Option or SAR, to the extent unexercised and exercisable
for vested shares of Stock on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option or SAR by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any
event no later than the Option/SAR Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death
if the Participant dies within three (3) months after the Participant’s termination of Service.


 


iii Termination for
Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for
Cause, the Option or SAR shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service. 


 


iv Other Termination
of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option or SAR,
to the extent unexercised and exercisable for vested shares of Stock on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option/SAR Expiration Date.


 


b. Extension if Exercise
Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of an Option or
SAR within the applicable time periods set forth in Section 6.4.a. is prevented by the provisions of Section 14 below, the Option or SAR
shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such
provisions or (ii) the end of the applicable time period under Section 6.4.a, but in any event no later than the Option/SAR Expiration
Date.


 






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6.5. Modification, Extension
or Renewal. The Board may modify, extend, or renew an outstanding Option or SAR, or grant a new Option or SAR in substitution of an
outstanding Option or SAR, so long as such action does not, without written consent of the Participant, impair any of the Participant’s
rights under the outstanding Option. Any outstanding ISO that is modified, extended, renewed or otherwise amended will be treated in accordance
with Section 424(h) of the Code. The Board may reduce the Exercise Price of an outstanding Option or SAR without the consent of the Participant
by written notice to the Participant, provided that the Exercise Price may not be reduced lower than the Fair Market Value of the shares
on the date the Board action to reduce the Exercise Price is taken.


 


6.6. Transferability
of Options. During the lifetime of the Participant, an Option or SAR shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. An Option or SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer
by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion,
and set forth in the Award Agreement evidencing such Option or SAR, a Nonstatutory Stock Option or SAR shall be assignable or transferable
subject to the applicable limitations, if any, described in Rule 701 under the Securities Act, and the General Instructions to Form S-8
Registration Statement under the Securities Act.


 


6.7. Incentive Stock
Options. Stock Options intending to qualify as ISOs may only be granted to Employees, as determined by the Board. To the extent
that the Award Agreement specifies that an Option is intended to be treated as an ISO, the Option is intended to qualify to the greatest
extent possible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided,
however, that any such designation shall not be interpreted as a representation, guarantee or other undertaking on the part of the Company
that the Option is or will be determined to qualify as an ISO. If and to the extent that any shares of Stock are issued under a portion
of any Option that exceeds the $100,000 limitation of Section 422 of the Code, such shares of Stock shall not be treated as issued under
an ISO notwithstanding any designation otherwise. Certain decisions, amendments, interpretations and actions by the Board and certain
actions by a Participant may cause an Option to cease to qualify as an ISO pursuant to the Code and by accepting an Option the Participant
agrees in advance to such disqualifying action. If an eligible Employee does not remain employed by the Company, any Subsidiary Corporation
or any Parent Corporation at all times from the time an ISO is granted until three months prior to the date of exercise thereof (or such
other period as required by applicable law), such Stock Option shall be treated as a Nonstatutory Stock Option.


  


7.
Restricted Stock Awards.

 


Restricted Stock Awards shall
be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements evidencing Restricted Stock
Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and
conditions:


 


7.1. Types of Restricted
Stock Awards Authorized. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including,
without limitation, upon the attainment of one or more Performance Criteria.


 


7.2. Purchase Price. The
purchase price for shares of Stock issuable under each Restricted Stock Award shall be established by the Board in its discretion. Except
as may be required by Applicable Law or established by the Board, no monetary payment (other than applicable tax withholding) shall be
required as a condition of receiving shares of Stock pursuant to a Restricted Stock Award.


 


7.3. Payment of Purchase
Price. Except as otherwise provided below, payment of the purchase price (if any) for the number of shares of Stock being purchased
pursuant to any Restricted Stock Award shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may
be approved by the Board from time to time to the extent permitted by Applicable Law, or (c) by any combination thereof. Unless otherwise
determined by the Board, if the Participant does not execute and deliver the Restricted Stock Award agreement along with full payment
for the shares to the Company within thirty (30) days of the Date of Grant, then the offer will terminate.


 






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7.4. Vesting and Restrictions
on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based
upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the Board
and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock
Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed
of other than pursuant to an Ownership Change Event or as provided in Section 7.7. The Board, in its discretion, may provide in any Award
Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such
Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Insider Trading
Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such
shares would not violate the Insider Trading Policy. Upon request by the Company, each Participant shall execute any agreement evidencing
such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer
restrictions.


 


7.5. Voting Rights;
Dividends and Distributions. Except as provided in this Section, Section 7.4 and any Award Agreement, during any period in which
shares of Stock acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of
the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends
and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock
or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, any
and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled
by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares
subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.


 


7.6. Effect of Termination
of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s
Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a)
the Company shall have the option to repurchase for the purchase price paid by the Participant any shares of Stock acquired by the Participant
pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination
of Service and (b) if the Participant did not pay any consideration for any shares acquired by the Participant pursuant to a Restricted
Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service then such shares
shall be surrendered to the Company and cancelled without consideration. The Company shall have the right to assign at any time any repurchase
right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 


 


7.7. Nontransferability
of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect
to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant
or the Participant’s guardian or legal representative.


 


8. Restricted Stock
Units.


 


Restricted Stock Unit Awards
shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements evidencing Restricted
Stock Unit Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and condition:


 


8.1. Types of Restricted
Stock Unit Awards Authorized. Restricted Stock Unit Awards may be granted upon such conditions as the Board shall determine,
including, without limitation, upon the attainment of one or more Performance Criteria.


 


8.2. Number of Shares
of Stock. Each Award Agreement will specify the number of shares of Stock and will provide for the adjustment of such number in accordance
with Subsection 4.2 of the Plan.


 






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8.3. Purchase Price.
The purchase price for shares of Stock issuable under each Restricted Stock Unit Award shall be established by the Board in its discretion.
Except as may be required by Applicable Law or established by the Board, no monetary payment (other than applicable tax withholding) shall
be required as a condition of receiving a Restricted Stock Unit Award.


 


8.4. Payment of Purchase
Price. Except as otherwise provided below, payment of the purchase price (if any) for the number of shares of Stock being purchased
pursuant to any Restricted Stock Unit Award shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration
as may be approved by the Board from time to time to the extent permitted by Applicable Law, or (c) by any combination thereof.


 


8.5. Vesting and Restrictions
on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon
the satisfaction of such Service requirements, conditions, restrictions or Performance Criteria, as shall be established by the Board
and set forth in the Award Agreement evidencing such Award. The Board, in its discretion, may provide in any Award Agreement evidencing
a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock
Unit Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Insider Trading Policy,
then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares
would not violate the Insider Trading Policy.


 


8.6. Settlement of Restricted
Units.


 


a. Procedure; Rights
as a Shareholder. Any Restricted Stock Unit Award granted hereunder will be settled according to the terms of the Plan and at
such times and under such conditions as determined by the Board and set forth in the Award Agreement. Until the Restricted Stock Unit
Awards are settled and the shares of Stock are delivered (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote, if applicable, or receive dividends or any other rights as a shareholder
will exist with respect to the Award. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the Securities are delivered, except as provided in Subsection 4.2 of the Plan or the applicable Award Agreement.


 


b. Nontransferability
of Restricted Stock Unit Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Unit Award shall not
be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors
of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights
with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only
by such Participant or the Participant’s guardian or legal representative.


 


8.7. Cessation of Services.
Each Award Agreement will specify the consequences of a Participant’s ceasing to be a Service Provider prior to the settlement of
a Restricted Stock Unit Award.


 


9. Performance
Awards.


 


Performance Awards shall be
evidenced by Award Agreements in such form as the Board shall from time to time establish. The Board shall designate the Participants
to whom Performance Awards are to be awarded and determine the amount of the Award and the terms and conditions of each such Award, including
the Performance Criteria and Performance Period. Each Performance Award shall entitle the Participant to a payment in cash or Stock upon
the attainment of Performance Criteria and other terms and conditions specified by the Board. Notwithstanding the satisfaction of any
Performance Criteria, the amount to be paid under a Performance Award may be adjusted by the Board on the basis of such further consideration
as the Board in its sole discretion shall determine. The Board may, in its discretion, substitute actual Stock for the cash payment otherwise
required to be made to a Participant pursuant to a Performance Award.


 


10. Bonus
Stock and Awards in Lieu of Obligations.


 


The Board may grant Stock to
any eligible recipient as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or deliver other property under
the Plan or under other plans or compensatory arrangements, provided that, in the case of Participants subject to Section 16 of the Exchange
Act, the amount of such grants remains within the discretion of the Board to the extent necessary to ensure that acquisitions of Stock
or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall be subject
to such other terms as shall be determined by the Board.


 






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11. Standard Forms
of Award Agreements.


 


11.1. Award Agreements. Each
Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the
Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced
by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Award Agreement
incorporated therein by reference, or such other form or forms, including electronic media, as the Board may approve from time to time.


 


11.2. Authority to Vary
Terms. The Board shall have the authority from time to time to vary the terms of any standard form of Award Agreement
either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement
are not inconsistent with the terms of the Plan.


 


12. Change in Control.


 


12.1. Effect of Change
in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code, if applicable, the Board
may provide for any one or more of the following:


 


a. Accelerated Vesting.
The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it
deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection with such Change in Control of each
or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s
Service prior to, upon, or following such Change in Control, to such extent as the Board shall determine.


 


b. Assumption, Continuation
or Substitution of Awards. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or
other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent
of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding
immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent
award with respect to the Acquiror’s stock. For purposes of this Section, if so determined by the Board, in its discretion, an Award
or any portion thereof shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to
the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to such portion of the Award
immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof)
to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration
is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received
upon the exercise of the Award for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to
the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be
received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine
such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the
present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued
by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate
and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing, shares acquired
upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect
to such shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise
provided in such Award Agreement.


 






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c. Cash-Out of Outstanding
Awards. The Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of a
Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in Control shall be canceled in exchange
for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled
Award in (i) cash, (ii) Stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other
property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration
to be paid per share of Stock in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award.
If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed
basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the
basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event
such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to
Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control
and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.


  


d. Other Treatment
of Awards. Subject to any greater rights granted to Participants under this Section 12.1, in the event of a Change in Control,
any outstanding Awards will be treated as provided in the applicable agreement of reorganization, merger, consolidation, dissolution,
liquidation or sale of assets.


 


12.2. Assumption of
Award by the Company. The Company may substitute or assume outstanding awards granted by another company in connection with an
acquisition of such other company, either by (a) granting an Award under this Plan in substitution of such other company’s award,
or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant of the award. In
the event that Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except
that the Exercise Price and the number of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code.) In the event that the Company grants a new Option in place of an existing option, such new Option may be
granted with a similarly adjusted Exercise Price.


 


13. Tax Withholding.


 


13.1. Tax Withholding
in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant,
through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision
for, the federal, state, local and foreign taxes (including any social insurance tax), if any, required by law to be withheld by the Participating
Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares
of Stock or to release shares of Stock from an escrow established pursuant to an Award Agreement until the Participating Company Group’s
tax withholding obligations have been satisfied by the Participant.


 


13.2. Withholding in
Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant
upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market
Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The
Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount
determined by the applicable minimum statutory withholding rates.


  


14. Compliance
with Securities Law.


 


The grant of Awards and the
issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then
be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the
Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or
(b) the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority,
if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have
been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may
be necessary or appropriate, to evidence compliance with any Applicable Law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.


 






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15. Amendment or
Termination of Plan.


 


The Board may amend, suspend
or terminate the Plan at any time. However, without the approval of the Company’s shareholders, there shall be no amendment of the
Plan that would require approval of the Company’s shareholders under any Applicable Law, regulation or rule, including the rules
of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall
affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension
or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any
other provision of the Plan or any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the
consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or
advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to
the Plan, including, but not limited to, Section 409A of the Code.


 


16. Miscellaneous
Provisions.


 


16.1. Repurchase Rights. Shares
issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Board
in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company,
each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such
certificates of appropriate legends evidencing any such transfer restrictions.


 


16.2. Rights as Employee,
Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer
on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating
Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than
the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the
Employee’s employer or that the Employee has an employment relationship with the Company.


 


16.3. Rights as a Stockholder. A
Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such
shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except
as provided in Section 4.2 or another provision of the Plan. In addition, any rights that a Participant has with respect to any Stock
issued under any Award shall be subject to the terms and conditions of any stockholder agreement adopted by the Company. No Stock shall
be issued pursuant to an Award unless the recipient of such Stock has executed a joinder to the Shareholders Agreement. Notwithstanding
the foregoing, to the extent that any provision in the Stockholders Agreement would result in the imposition of tax under Section 409A
of the Code, such provision shall not apply to Stock received pursuant to any Award.


  


16.4. Delivery of Title
to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired
pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following:
(a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing
such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c)
by delivering such shares of Stock to the Participant in certificate form.


 






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16.5. Fractional Shares. The
Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


16.6. Retirement and
Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards shall be included as “compensation”
for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified
and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account
in computing such benefits.


 


16.7. Section 409A of
the Code. Notwithstanding other provisions of the Plan or any Award Agreements hereunder, no Award shall be granted, deferred,
accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under
Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Board that, as a result of Section 409A
of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the
relevant Award Agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section
409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the
Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section
409A of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Section 16.7 in good faith; provided that
neither the Company, the Board nor any of the Company’s Employees, Directors or representatives shall have any liability to Participants
with respect to this Section 16.7.


 


16.8. Additional Restrictions
on Awards. Either at the time an Award is granted or by subsequent action, the Board may, but need not, impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent
transfers by a Participant of any Stock issued under an Award, including without limitation (a) restrictions under an insider trading
policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant or Participants, and (c)
restrictions as to the use of a specified brokerage firm for receipt, resales or other transfers of such Stock.


 


16.9. Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect,
such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining
provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


16.10. No Constraint
on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or
another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets;
or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary
or appropriate.


  


16.11. Choice of Law. Except
to the extent governed by Applicable Laws, the validity, interpretation, construction and performance of the Plan and each Award Agreement
shall be governed by the laws of the State of Nevada, without regard to its conflict of law rules.


 


16.12. Unfunded Plan. Insofar
as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who
are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation,
nor shall the Company or the Board be deemed to be a trustee of Stock or cash to be awarded under the Plan.


 


16.13. Third Party Administrator. In
connection with a Participant’s participation in the Plan, the Company may use the services of a third party administrator, including
a brokerage firm administrator, and the Company may provide this administrator with personal information about a Participant, including
a Participant’s name, social security number and address, as well as the details of each Award, and this administrator may provide
information to the Company concerning the exercise of a Participant’s rights and account data as it relates to Awards under the
Plan.


 


17. Liability
of the Company.


 


The Company shall not be liable
to a Participant or other persons as to: (a) the non-issuance or sale of Stock as to which the Company has been unable to obtain from
any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any shares of Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due
to the receipt, exercise or settlement of any Award granted hereunder.


 


 


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