ONCOSEC
MEDICAL INCORPORATED


 


2011
STOCK INCENTIVE PLAN


 


(as
amended and restated December 6, 2016)


 


1.
Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined
otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition
shall supersede the definition contained in this Section 2.


 


(a)
“Administrator” means the Board or any of the Committees appointed to administer the Plan.


 


(b)
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act.


 


(c)
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national
market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(d)
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the
Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law)
by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number
and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which
at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance
with the instruments evidencing the agreement to assume the Award.


 


(e)
“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit
or other right or benefit under the Plan.


 


(f)
“Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and
the Grantee, including any amendments thereto.


 


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


 


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


 


(i)
the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company
or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities; or


 


(ii)
a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who are Continuing Directors; or


 




    	 	 	 



    	 



    


 


(iii)
the consummation of Corporate Transaction; excluding, however, a Corporate Transaction pursuant to which:


 


(A)
all or substantially all of the individuals and entities who have beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of the total combined voting power of the Company’s outstanding voting securities Company’s immediately
prior to such Corporate Transaction will have beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act), directly
or indirectly, of more than fifty percent (50%) of the total combined voting power of the then outstanding voting securities of
the acquiring entity or the corporation or entity resulting from such Corporate Transaction (including, without limitation, the
Company or other entity that as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) (the “Resulting Entity”) in substantially the same
proportions as their ownership of the Company’s voting securities, immediately prior to such Corporate Transaction; and


 


(B)
individuals who were members of the Board before the Corporation Transaction (or whose appointment or election is endorsed by
a majority of such members of the Board) will continue to constitute at least a majority of the members of the board of directors
of the Resulting Entity; or


 


(iv)
a complete liquidation or dissolution of the Company.


 


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


 


(j)
“Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan.


 


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


 


(l)
“Company” means OncoSec Medical Incorporated, a Nevada corporation, or any successor entity that adopts the
Plan in connection with a Corporate Transaction.


 


(m)
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services
in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory
services to the Company or such Related Entity.


 


(n)
“Continuing Directors” means members of the Board who either (i) have been Board members continuously for a
period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected or nominated
for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at
the time such election or nomination was approved by the Board.


 


(o)
“Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity
of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective
termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of
providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before
a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service
shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee
provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related
Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive
Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is
not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such three (3) month period.


 




    	 	 	 



    	 



    


 


(p)
“Corporate Transaction” means any of the following transactions:


 


(i)
a merger, reorganization, share exchange or consolidation; or


 


(ii)
the sale, transfer or other disposition of all or substantially all of the assets of the Company.


 


(q)
“Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the
Code.


 


(r)
“Director” means a member of the Board or the board of directors of any Related Entity.


 


(s)
“Disability” means as defined under the long-term disability policy of the Company or the Related Entity to
which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related
Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means
that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any
medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will
not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the
Administrator in its discretion.


 


(t)
“Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid
with respect to Common Stock.


 


(u)
“Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related
Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the
manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient
to constitute “employment” by the Company.


 


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


 


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


 


(i)
If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The New York Stock Exchange, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator)
on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source
as the Administrator deems reliable;


 


(ii)
If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock
shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such
prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or


 


(iii)
In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith.


 


(x)
“Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.


 




    	 	 	 



    	 



    


 


(y)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(z)
“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


(aa)
“Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.


 


(bb)
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


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


 


(dd)
“Performance-Based Compensation” means compensation qualifying as “performance-based compensation”
under Section 162(m) of the Code.


 


(ee)
“Plan” means this 2011 Stock Incentive Plan, as amended and restated.


 


(ff)
“Registration Date” means the first to occur of (i) the date the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The New York Stock Exchange; and (ii) in the event of
a Corporate Transaction, the date of the consummation of the Corporate Transaction if the same class of securities of the successor
corporation (or its Parent) issuable in such Corporate Transaction shall have been sold to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended,
on or prior to the date of consummation of such Corporate Transaction.


 


(gg)
“Related Entity” means any Parent or Subsidiary of the Company.


 


(hh)
“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock award
or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the
compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance
with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall
be made by the Administrator and its determination shall be final, binding and conclusive.


 


(ii)
“Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject
to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions
as established by the Administrator.


 


(jj)
“Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or
the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the Administrator.


 


(kk)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


(ll)
“SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established
by the Administrator, measured by appreciation in the value of Common Stock.


 


(mm)
“Share” means a share of the Common Stock.


 


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


 




    	 	 	 



    	 



    


 


3.
Stock Subject to the Plan.


 


(a)
Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Stock Options) is four million five hundred thousand (4,500,000) Shares, and commencing with the first business
day of each calendar year beginning with 2017, such maximum aggregate number of Shares shall be increased by a number equal to
the lesser of (i) three percent (3%) of the number of Shares outstanding as of the last day of the immediately preceding calendar
year, (ii) five hundred thousand (500,000) Shares, and (iii) such lesser number of Shares as may be determined by the Board. The
Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.


 


(b)
Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily)
shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued
under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by
the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall
become available for future grant under the Plan. To the extent not prohibited by the listing requirements of The New York Stock
Exchange (or other established stock exchange or national market system on which the Common Stock is traded) or Applicable Law,
any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price (including pursuant
to the “net exercise” of an option pursuant to Section 7(b)(v)) or (ii) in satisfaction of tax withholding obligations
incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of
Shares which may be issued pursuant to all Awards under the Plan, unless otherwise determined by the Administrator.


 


4.
Administration of the Plan.


 


(a)
Plan Administrator.


 


(i)
Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are
also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related
transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.


 


(ii)
Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants
who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board determines from time to time.


 


(iii)
Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee
intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which
is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation.
In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee”
shall be deemed to be references to such Committee or subcommittee.


 


(iv)
Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection
(a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.


 




    	 	 	 



    	 



    


 


(b)
Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given
to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in
its discretion:


 


(i)
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)
to determine whether and to what extent Awards are granted hereunder;


 


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


 


(iv)
to approve forms of Award Agreements for use under the Plan;


 


(v)
to determine the terms and conditions of any Award granted hereunder;


 


(vi)
to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the
Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however,
that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be
treated as adversely affecting the rights of the Grantee. Notwithstanding the foregoing, (A) the reduction or increase of the
exercise price of any Option awarded under the Plan and the base appreciation amount of any SAR awarded under the Plan and (B)
canceling an Option or SAR at a time when its exercise price or base appreciation amount (as applicable) exceeds the Fair Market
Value of the underlying Shares, in exchange for another Option, SAR, Restricted Stock, or other Award, in each case, shall not
be subject to shareholder approval;


 


(vii)
to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan;


 


(viii)
to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different
from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose
of the Plan; and


 


(ix)
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


The
express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority
of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision
made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive and
binding on all persons having an interest in the Plan.


 


(c)
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 Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified
by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any claim, investigation, 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 Award granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim,
investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation,
action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.


 




    	 	 	 



    	 



    


 


5.
Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive
Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director
or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time
to time.


 


6.
Terms and Conditions of Awards.


 


(a)
Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director
or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance
of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market
Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more
events, or the satisfaction of performance criteria or other conditions. Such awards include, without limitation, Options, SARs,
sales or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one such
security or benefit, or two (2) or more of them in any combination or alternative.


 


(b)
Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall
be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation,
an Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d)
of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market
Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a
Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of
this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or the regulations
promulgated thereunder are amended after the date the Plan becomes effective to provide for a different limit on the Fair Market
Value of Shares permitted to be subject to Incentive Stock Options, then such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such amendment.


 


(c)
Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction
of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination
of, the following: (i) net earnings or net income (before or after taxes), (ii) earnings per share or earnings per share growth,
total units or unit growth, (iii) net sales, sales growth, total revenue or revenue growth, (iv) operating income, net operating
profit or pre-tax profit, (v) return measures (including, but not limited to, return on assets, capital, invested capital, equity,
sales or revenue, (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity,
and cash flow return on investment), (vii) earnings before or after taxes, interest, depreciation, and/or amortization, (viii)
gross or operating margins, (ix) productivity ratios, (x) share price or relative share price (including, but not limited to,
growth measures and total stockholder return), (xi) expense targets, (xii) margins, (xiii) operating efficiency, (xiv) market
share or change in market share, (xv) customer retention or satisfaction, (xvi) working capital targets, (xvii) completion of
strategic financing goals, acquisitions or alliances and clinical progress, (xviii) company project milestones and (xix) economic
value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital). The performance criteria
may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity.
Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as
specified in the Award Agreement. In addition, the performance criteria shall be calculated in accordance with generally accepted
accounting principles, but excluding the effect (whether positive or negative) of any change in accounting standards and any other
item that is either unusual or infrequent in nature, as determined in accordance with Accounting Standards Codification Topic
225-20 “Extraordinary and Unusual Item” by the Administrator, occurring after the establishment of the performance
criteria applicable to the Award intended to be performance-based compensation. Each such adjustment, if any, shall be made solely
for the purpose of providing a consistent basis from period to period for the calculation of performance criteria in order to
prevent the dilution or enlargement of the Grantee’s rights with respect to an Award intended to be performance-based compensation.


 




    	 	 	 



    	 



    


 


(d)
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.


 


(e)
Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees
the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of,
and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.


 


(f)
Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator
from time to time.


 


(g)
Individual Limitations on Awards.


 


(i)
Individual Limit for Options and SARs. For Options and SARs that are intended to be Performance-Based Compensation, the
maximum number of Shares with respect to which Options and SARs may be granted to any Grantee in any fiscal year of the Company
shall be five hundred thousand (500,000) Shares. The foregoing limitation shall be adjusted proportionately in connection with
any change in the Company’s capitalization pursuant to Section 10, below. To the extent required by Section 162(m) of the
Code or the regulations thereunder, in applying the foregoing limitation with respect to a Grantee, if any Option or SAR is canceled,
the canceled Option or SAR shall continue to count against the maximum number of Shares with respect to which Options and SARs
may be granted to the Grantee. For this purpose, the repricing of an Option (or in the case of a SAR, the base amount on which
the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall be
treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.


 


(ii)
Individual Limit for Restricted Stock and Restricted Stock Units. For awards of Restricted Stock and Restricted Stock Units
that are intended to be Performance-Based Compensation, the maximum number of Shares with respect to which such Awards may be
granted to any Grantee in any fiscal year of the Company shall be five hundred thousand (500,000) Shares. The foregoing limitation
shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10,
below.


 


(h)
Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether denominated
in Shares or cash) paid in addition to the original number of Shares subject to such Award will not be treated as an increase
in the number of Shares subject to the Award if the additional amount is based either on a reasonable rate of interest or on one
or more predetermined actual investments such that the amount payable by the Company at the later date will be based on the actual
rate of return of a specific investment (including any decrease as well as any increase in the value of an investment).


 


(i)
Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while
an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested
Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be appropriate.


 


(j)
Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term
of an Incentive Stock Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive
Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive
Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected
to defer the receipt of the Shares or cash issuable pursuant to the Award.


 




    	 	 	 



    	 



    


 


(k)
Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Grantee, only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii)
during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator. Notwithstanding the foregoing,
the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on
a beneficiary designation form provided by the Administrator.


 


(l)
Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes
the determination to grant such Award, or such other later date as is determined by the Administrator.


 


7.
Award Exercise or Purchase Price, Consideration and Taxes.


 


(a)
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


 


(i)
In the case of an Incentive Stock Option:


 


(A)
granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 


(B)
granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


(iii)
In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be
not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(iv)
In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.


 


(v)
In the case of other Awards, such price as is determined by the Administrator.


 


(vi)
Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(d), above,
the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument
evidencing the agreement to issue such Award.


 


(b)
Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase
of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration
the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the
following:


 


(i)
cash;


 




    	 	 	 



    	 



    


 


(ii)
check;


 


(iii)
surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as
to which said Award shall be exercised;


 


(iv)
with respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect
the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the sale transaction;


 


(v)
with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee
may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being
exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined
by the Administrator) less the exercise price per Share, and the denominator of which is such Fair Market Value per Share (the
number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or


 


(vi)
any combination of the foregoing methods of payment.


 


The
Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described
in Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used
in payment for the Shares or which otherwise restrict one or more forms of consideration.


 


(c)
Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment
tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise or vesting
of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including,
but not limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the amount required
to be withheld (provided the amount withheld does not exceed the maximum statutory tax rate for an employee in the applicable
jurisdiction(s) or such lesser amount as is necessary to avoid adverse accounting treatment) reduced to the lowest whole number
of Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding
settled in cash.


 


8.
Exercise of Award.


 


(a)
Procedure for Exercise; Rights as a Stockholder.


 


(i)
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 


(ii)
An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with
the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the
Award is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to
pay the purchase price as provided in Section 7(b)(iv).


 




    	 	 	 



    	 



    


 


(b)
Exercise of Award Following Termination of Continuous Service.


 


(i)
An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised following
the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement.


 


(ii)
Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service
for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last
day of the original term of the Award, whichever occurs first.


 


(iii)
Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise
of Incentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a
Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified
in the Award Agreement.


 


9.
Conditions Upon Issuance of Shares.


 


(a)
If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision
of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares
pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall
be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation
to effect any registration or qualification of the Shares under federal or state laws.


 


(b)
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant
at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable
Laws.


 


10.
Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company and Section
11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance
under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee
in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any
other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any
other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock,
separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other
assets to stockholders other than a normal cash dividend, the Administrator shall also make such adjustments as provided in this
Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively “adjustments”). Any such
adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such
Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards
or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator
determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect,
and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.


 




    	 	 	 



    	 



    


 


11.
Acceleration of Awards Upon a Change in Control. Except as provided otherwise in an Award Agreement, in the event of a
Change in Control and irrespective of whether the Award is Assumed or Replaced, (a) outstanding Options and SARs shall immediately
vest and become exercisable; and (b) the restrictions and other conditions applicable to outstanding Restricted Stock, Restricted
Stock Units, and other Share-based Awards, including vesting requirements, shall immediately lapse, and any performance criteria
relevant to such Awards shall be deemed to have been achieved at the target performance level; such Awards shall be free of all
restrictions and fully vested; and, with respect to Restricted Stock Units, shall be payable immediately in accordance with their
terms or, if later, as of the earliest permissible date under Section 409A of the Code. The Administrator may provide that Awards
that remain outstanding after vesting pursuant to the preceding sentence will be Assumed or Replaced in connection with the Change
in Control. With respect to Options and SARs, the Administrator may also provide for the cashing out of outstanding and vested
Options and SARs based on the based upon the per-Share consideration being paid in connection with such Change in Control, less
the applicable exercise price or base amount; provided, however, that holders of Options and SARs shall be entitled to consideration
in respect of cancellation of such Awards only if the per-Share consideration less the applicable exercise price or base amount
is greater than $0, and to the extent that the per-share consideration is less than or equal to the applicable exercise price
or base amount, such Awards shall be cancelled for no consideration. Awards need not be treated uniformly. Notwithstanding the
foregoing, with respect to any Award that constitutes deferred compensation under Section 409A of the Code, to the extent required
to comply with Section 409A of the Code, a transaction that does not constitute a change in control event under Treasury Regulation
Section 1.409A-3(i)(5)(i) shall not be considered a Change in Control.


 


(a)
Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection
with a Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000
dollar limitation of Section 422(d) of the Code is not exceeded.


 


12.
Effective Date and Term of Plan. The Plan first became effective upon its adoption by the Board on August 5, 2011. Subject
to stockholder approval of the amendment and restatement of the Plan by the Company’s stockholders at the Company’s
Annual Meeting of Stockholders on December 6, 2016, the Plan shall continue in effect for a term of ten (10) years following the
date of such Annual Meeting, unless sooner terminated.


 


13.
Amendment, Suspension or Termination of the Plan.


 


(a)
The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without
the approval of the Company’s stockholders to the extent such approval is required by Applicable Laws.


 


(b)
No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)
No suspension or termination of the Plan (including termination of the Plan under Section 11, above) shall adversely affect any
rights under Awards already granted to a Grantee.


 


14.
Reservation of Shares.


 


(a)
The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.


 


(b)
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, 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.


 


15.
No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect
to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company
or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without cause, and with or without
notice.


 


16.
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan
of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of
any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income
Security Act of 1974, as amended.


 




    	 	 	 



    	 



    


 


17.
Stockholder Approval. The grant of Incentive Stock Options under the Plan shall be subject to approval by the stockholders
of the Company within twelve (12) months before or after the date the Plan is adopted excluding Incentive Stock Options issued
in substitution for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws. The Administrator may grant Incentive Stock Options under
the Plan prior to approval by the stockholders, but until such approval is obtained, no such Incentive Stock Option shall be exercisable.
In the event that stockholder approval is not obtained within the twelve (12) month period provided above, all Incentive Stock
Options previously granted under the Plan shall be exercisable as Non-Qualified Stock Options.


 


18.
Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable
to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be
required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect
to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments,
which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company
or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s
creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related
Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.


 


19.
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.


 


20.
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders
of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.