EXHIBIT 10.2





 





PETRO
RIVER OIL CORP.


AMENDED
AND RESTATED


2012
Equity Compensation Plan


 


1.
Purposes.


 


(a)
Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants
of the Company and its Affiliates.


 


(b)
Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be
given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards:
(i) Stock Options, (iii) Common Stock, (iv) Restricted Stock, and (v) Restricted Stock Units.


 


(c)
General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive
Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.


 


2.
Definitions.


 


(a)
“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


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


 


(c)“Cause”
for termination of Continuous Service means there exists (i) a reasonable and good faith finding by the Company as determined
by it in its sole discretion, of a material and repeated failure of the Participant to provide his or her full business time and
attention to his reasonably assigned duties for the Company (including, without limitation, unexcused failure to report for work)
for reasons other than the Participant’s death or disability, or the Participant’s gross negligence or willful misconduct;
which failure or deficiency remains uncured (if curable) for a period of thirty (30) days following written notice by the Company
to the Participant which specifies the reasons for the potential cause determination; (ii) the material breach by the Participant
of any of the provisions of his or her employment agreement (if the Participant has an employment agreement with the Company)
for reasons other than the Participant’s death or disability, which breach remains uncured (if curable) for a period of
thirty (30) days following written notice by the Company to the Participant which specifies the reasons for the potential cause
determination; (iii) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by
the Participant to, any felony; (iv) the Participant having committed any theft, embezzlement, fraud or other intentional act
of dishonesty involving the business of the Company; or (v) any adjudication in any civil suit, or written acknowledgment by the
Participant in any agreement or stipulation of the commission of any theft, embezzlement, fraud or other intentional act of dishonesty
involving any other person.


 


(d)“Change
of Control” an event or series of events resulting in the current holders of more than 50% of the Common Stock of
the Company (inclusive of their affiliates) thereafter holding less than 50% of the Common Stock of the Company.


 


(e)
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the
Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.


  


(f)
“Committee” means a committee of one or more members of the Board appointed by the Board in accordance
with subsection 3(c).


 






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


 


(h)
“Company” means Petro River Oil Corp, a Delaware corporation.


 


(i)
“Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate
to render consulting or advisory services and who is compensated for such services or(ii) who is a member of the Board of Directors
of an Affiliate. However, the term “Consultant” shall not include either Directors who are not compensated by the
Company for their services as Directors or Directors who are merely paid a director’s fee by the Company for their services
as Directors.


 


(j)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall
not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in
status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous
Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick
leave, military leave or any other personal leave.


 


(k)
“Covered Employee” means the chief executive officer and the four (4) other highest compensated
officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.


 


(l)
“Director” means a member of the Board of Directors of the Company.


 


(m)
“Disability” means the permanent and total disability of a person within the meaning of Section
22(e)(3) of the Code.


 


(n)
“Employee” means any person employed by the Company or an Affiliate. Mere service as a Director
or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment”
by the Company or an Affiliate.


 


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


 


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


 


(i)
If the Common Stock is listed on any established stock exchange or traded on a NASDAQ Market or quoted on the Over the Counter
Bulletin Board, the Fair Market Value of a share of Common Stock shall be the closing sales price (last trade) for such stock
as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the
last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source
as the Board deems reliable.


 


(ii)
In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.


 


(q)“Good
Reason” means, without the written consent of the Participant, (i) a material reduction by the Company in the Participant’s
duties or position, (ii) a reduction of the Participant’s compensation or benefits as set forth in the Company’s benefits
policies as of the date hereof or in Participant’s employment agreement, (iii) the relocation of the Participant’s
principal place of employment by more than 50 miles, or (iv) any material breach by the Company of the Participant’s employment
agreement, if any. Prior to a termination of Continuous Service with good reason, the Company shall have thirty (30) days to cure
the deficiency or deficiencies related to the potential good reason determination.


 




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(r)
 Not used.


 


(s)
“Non-Employee Director” means a Director who either (i) is not a current Employee or Officer of
the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to
which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation
S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.


 


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


 


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


 


(v)
“Option” means a Stock Option granted pursuant to the Plan.


 


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


 


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


 


(y)
“Outside Director” means a Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other
than benefits under a tax-qualified pension plan), was not an officer of the Company or an “affiliated corporation”
at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation”
for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes
of Section 162(m) of the Code.


 


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


 


(aa)
“Plan” means this Petro River Oil Corp. 2012 Equity Compensation Plan.


 


(bb)
“Restricted Stock” means shares of Common Stock issued pursuant to a Restricted Stock award under
Section 7(b) of the Plan.


 


(cc)
“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market
Value of one share of Common Stock, granted pursuant to Section 7(c). Each Restricted Stock Unit represents an unfunded and unsecured
obligation of the Company.


 


(dd)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
as in effect from time to time.


 


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


 


(ff)
“Stock Award” means any equity grant under the Plan, including any grant of an Option, a Restricted
Stock Unit, Common Stock, or Restricted Stock.


 




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(gg)
“Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award
evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms
and conditions of the Plan. In the case of a Stock Award consisting of Restricted Stock, it shall mean a written agreement between
the Company and a Participant evidencing the terms and restrictions applying to an individual grant of Restricted Stock, and in
the case of a Stock Award consisting of Restricted Stock Units, it shall mean a written agreement between the Company and a Participant
evidencing the terms and restrictions applying to an individual grant of Restricted Stock Units.


 


(hh)
“Stock Award Transfer Program” means any program instituted by the Board which would
permit Participants the opportunity to transfer any outstanding Stock Awards to a financial institution or other person or entity
approved by the Board.


 


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


 


3.
Administration.


 


(a)
Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee,
as provided in subsection 3(c).


 


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


 


(i)
To determine the Fair Market Value;


 


(ii)
To select the persons to whom Stock Awards may be granted hereunder;


 


(iii)
To determine the number of shares of Common Stock to be covered by each Stock Award granted hereunder;


 


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


 


(v)
To determine the terms and conditions, not inconsistent with the terms of the Plan, of any Stock Award granted hereunder.
Such terms and conditions include, but are not limited to, the exercise price, the time or times when Stock Awards may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Stock Award or the shares of Common Stock relating thereto, based in each case on such factors as
the Board will determine;


 


(vi)
To determine the terms and conditions of any, and to institute any, Stock Award
Transfer Program in accordance with Section 10(b);


 


(vii)
To construe and interpret the terms of the Plan and Stock Awards granted pursuant to the Plan;


 


(viii)
To prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of satisfying applicable foreign laws;


 


(ix)
To modify or amend each Stock Award (subject to Section 13(e) of the Plan), including
but not limited to the discretionary authority to extend the post-termination exercisability period of Stock Awards and to extend
the maximum term of an Option (subject to Section 6(a) regarding Incentive Stock Options);


 


(x)To
allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 11(f);


 


(xi)To
authorize any person to execute on behalf of the Company any instrument required to effect the grant of a Stock Award previously
granted by the Board;


 




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(xii)To
allow a Participant to defer the receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise
be due to such Participant under a Stock Award pursuant to such procedures as the Board may determine; and


 


(xiii)
To make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)
Delegation to Committee.


 


(i)
General. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the
Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee
is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.


 


(ii)
Committee Composition. In the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.
Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board
who are not Outside Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award or (b) not persons
with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or) (2) delegate to a committee of one or
more members of the Board who are not Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not
then subject to Section 16 of the Exchange Act.


 


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


 


4.
Shares Subject To The Plan.


 


(a)
Share Reserve. Subject to the provisions of Section 12 relating to adjustments upon changes in Common Stock, the total number
of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate of 120,000,000 shares
(the “Reserved Shares”).


 


(b)
Reversion of Shares to the Share Reserve. Subject to the provisions of 4(a) above, if any Stock Award shall for any reason
expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired
under such Stock Award shall revert to and again become available for issuance under the Plan.


 


(c)
Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.


 


5.
Eligibility.


 


(a)
Not used.


 


(b)
Not used


 


(c)
Section 162(m) Limitation. Subject to the provisions of Section 12 relating to adjustments upon changes in the shares of Common
Stock, no Employee shall be eligible to be granted Options covering more than nine million (9,000,000) shares of Common Stock
during any calendar year.


 




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(d)
Consultants.


 


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


 


(ii)
A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration Statement
under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s
securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because
the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company
determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration
Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions.


 


(iii)
Rule 701 and Form S-8 generally are available to consultants and advisors only if (i) they are natural persons; (ii) they
provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer’s
parent; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and
do not directly or indirectly promote or maintain a market for the issuer’s securities.


 


6.
Option Provisions.


 


Each
Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall
be non-statutory Stock Options at the time of grant. The provisions of separate Options need not be identical, but each Option
shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the
following provisions:


 


(a)
Term. No Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted.


 


(b)
Not used.


 


(c)
Exercise Price of a Stock Option. The exercise price of each Stock Option shall be not less than one hundred percent (100%)
of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing,
a Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted
pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


(d)
Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board
at the time of the grant of the Option (or subsequently in the case of a Non-statutory Stock Option) (1) by delivery to the Company
of other Common Stock, (2) according to a deferred payment or other similar arrangement with the Optionholder or (3) in any other
form of legal consideration that may be acceptable to the Board (which includes a cashless exercise election). Unless otherwise
specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery
to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common
Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid
a charge to earnings for financial accounting purposes). At any time that the Company is incorporated in Delaware, payment of
the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred
payment.


 




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In
the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market
rate of interest necessary to avoid a charge to earnings for financial accounting purposes.


 


In
the case of a cashless exercise, the following formula will be used:


 


If
elected by the Holder, the Holder shall be entitled to receive a certificate for the number of Option Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


(A)
= the closing stock price (trade) on the Trading Day immediately preceding the date of such election;


 


(B)
= the Exercise Price of the Option, as adjusted; and


 


(X)
= the number of Option Shares issuable upon exercise of the Option in accordance with the terms of the Option by means of a cash
exercise rather than a cashless exercise.


 




Notwithstanding
anything herein to the contrary, on the Termination Date, unexercised vested Options shall be automatically exercised via cashless
exercise pursuant to this Section 6(d).


 


(e)
Vesting. (i)The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become
exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions
on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options may vary. The provisions of this subsection 6(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may be exercised.


 


(f)
Termination of Continuous Service. In the event an Optionholder’s Continuous Service terminates, the Optionholder (or
the Optionholder’s heirs, executor or successors) may exercise his or her Option (to the extent that the Optionholder was
entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i)
the date six (6) months following the termination of the Optionholder’s Continuous Service (or such longer period specified
in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall be exercised
on a cashless basis per section 6(d) or terminate.


 


(g)
Extension of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise of the Option
following the termination of the Optionholder’s Employment and/or Continuous Service would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the
Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 6(a) or (ii) the expiration
of a period of six (6) months after the termination of the Optionholder’s Continuous Service during which the exercise of
the Option would not be in violation of such registration requirements.


 


(h)
Not used.


 


(i)
Not used.


 


(j)
Early Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the
Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock
subject to the Option prior to the full vesting of the Option.


 




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7.
Provisions of Stock Awards other than Options.


 


(a)
Stock Awards. Each Stock Award Agreement with regard to Common Stock shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The terms and conditions of Stock Award Agreements for Common Stock may change
from time to time, and the terms and conditions of separate Stock Award Agreements for Common Stock need not be identical, but
each Stock Award Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


 


(i)
Consideration. A Stock Award of Common Stock may be awarded in consideration for past services actually rendered to the Company
or an Affiliate for its benefit.


 


(ii)
Vesting. Stock Awards other than Options shall vest in accordance with the schedule determined by the Board, which shall be
set forth in the applicable Stock Award Agreement.


 


(iii)
Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the
Company may reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of
termination under the terms of the Stock Award Agreement.


 


(b)
Restricted Stock Awards. Each Stock Award Agreement with regard to Restricted Stock shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The terms and conditions of the Stock Award Agreement may change
from time to time, and the terms and conditions of separate Stock Award Agreement for Restricted Stock need not be identical,
but each Stock Award Agreement regarding Restricted Stock shall include (through incorporation of provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions:


 


(i)
Transferability. Except as provided in this Section 7(b) or Section 10, shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until such time as the shares of Restricted Stock have vested.


 


(ii)
Other Restrictions. The Board, in its sole discretion, may impose such other restrictions on shares of Restricted Stock as
it may deem advisable or appropriate.


 


(iii)
Removal of Restrictions. Except as otherwise provided in this Section 7(b), shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan will be released from escrow as soon as practicable after the date the shares of Restricted Stock
vest or at such other time as the Board may determine. The Board, in its discretion, may accelerate the time at which any restrictions
will lapse or be removed.


 


(iv)
Voting Rights. During the period in which the shares of Restricted Stock are not transferable, Participants holding shares
of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Board determines
otherwise.


 


(v)
Dividends and Other Distributions. During the period in which the shares of Restricted Stock are not transferable, Participants
holding shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such
shares, unless the Board provides otherwise. If any such dividends or distributions are paid in shares, the shares will be subject
to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were
paid.


 


(vi)
Return of Restricted Stock to the Company. On the date set forth in the Stock Award Agreement, the Restricted Stock for which
restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


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


 




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(i)
Vesting Criteria and Other Terms. The Board shall set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The
Board may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but
not limited to, continued employment), or any other basis determined by the Board in its discretion.


 


(ii)
Settlement of Restricted Stock Units. Restricted Stock Units shall be settled
within 10 business days after vesting, either by delivery to the Participant of shares of Common Stock (with appropriate Securities
Act restrictive legends) or, at the election of the Company, by delivery to the Participant of a cash payment based upon the Fair
Market Value of the Company’s Common Stock on the date of vesting for each Restricted Stock Unit vested.


 


8.
Covenants of the Company.


 


(a)
Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of
shares of Common Stock required to satisfy such Stock Awards.


 


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


 


9.
Use of Proceeds from Stock


 


Proceeds
from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.


 


10.
Transferability of Awards.


 


(a)
General. Unless determined otherwise by the Board, a Stock Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will, by the laws of descent or distribution, to a revocable trust, or as permitted
by Rule 701, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Board makes a Stock
Award transferable, such Stock Award will contain such additional terms and conditions as the Board deems appropriate.


 


(b)
Stock Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Board shall have all discretion and
authority to determine and implement the terms and conditions of any Stock Award Transfer Program instituted pursuant to this
Section 10(b) and shall have the authority to amend the terms of any Stock Award participating, or otherwise eligible to participate
in, the Stock Award Transfer Program, including (but not limited to) the authority to (i) amend (including to extend) the expiration
date, post-termination exercise period and/or forfeiture conditions of any such Stock Award, (ii) amend or remove any provisions
of the Stock Award relating to the Stock Award holder’s continued service to the Company, (iii) amend the permissible payment
methods with respect to the exercise or purchase of any such Stock Award, (iv) amend the adjustments to be implemented in the
event of changes in the capitalization and other similar events with respect to such Stock Award, and (v) make such other changes
to the terms of such Stock Award as the Board deems necessary or appropriate in its sole discretion.


 




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11.
Miscellaneous.


 


(a)
Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may
first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding
the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.


 


(b)
Stockholder Rights. Except to the limited extent provided in Section 7(b), no Participant (nor any beneficiary) shall have
any of the rights or privileges of a stockholder of the Company with respect to any shares of Common Stock issuable pursuant to
a Stock Award (or exercise thereof), unless and until certificates representing such shares shall have been issued, recorded on
the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).


 


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


 


(d)
Not used. 


 


(e)
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and
not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(f)
Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal,
state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of
the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common
Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common
Stock under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock.


 


(g)
Information Obligation. To the extent required by applicable state law, the Company shall deliver financial statements to
Participants at least annually. This subsection 10(g) shall not apply to key Employees whose duties in connection with the Company
assure them access to equivalent information.


 




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12.
Adjustments upon Changes in Stock.


 


(a)
Capitalization Adjustments. If any change is made in the Common Stock subject to the Plan, or subject to any Stock Award,
without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation,
stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Section 4(a) and the
maximum number of securities subject to award to any person pursuant to Section 5(c), and the outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding
Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion
of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration”
by the Company.)


 


(b)
Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards
shall terminate immediately prior to such event.


 


(c)
Asset Sale, Merger, Consolidation or Reverse Merger. In the event of (i) a sale, lease or other disposition of all or substantially
all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii)
a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (individually,
a “Corporate Transaction”), then any surviving corporation or acquiring corporation shall assume any Stock Awards
outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid
to the stockholders in the Corporate Transaction) for those outstanding under the Plan. In the event any surviving corporation
or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under
the Plan, then with respect to Stock Awards held by Participants whose Continuous Service has not terminated, the vesting of such
Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full, and
the Stock Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction. With respect to any
other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to the
Corporate Transaction. Notwithstanding the foregoing provisions of this paragraph, Participants shall be allowed not less than
six (6) months to exercise Stock Awards so vested.


 


13.
Amendment of the Plan and Stock Awards.


 


(a)
Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section
12 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of
the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any NASDAQ or securities exchange listing requirements.


 


(b)
Stockholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.


 


(c)
Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary
or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock
Options granted under it into compliance therewith.


 


(d)
No Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment
of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.


 


(e)
Amendment of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards;
provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests
the consent of the Participant and (ii) the Participant consents in writing.


 




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14.
Termination or Suspension of the Plan.


 


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


 


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


 


15.
Effective Date of Plan.


 


The
Plan shall become effective as of the date of approval by the Board.


 


16.
Choice of Law.


 


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


 


IN
WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan on the date indicated below.


 


	 	PETRO
    RIVER OIL CORP. 
	 	 
	Dated:
    August 10, 2012	/s/
    Jeffrey Freedman 
	 	Name:
    Jeffrey Freedman 
	 	Title:
    Chief Executive Officer


 


Adopted
By the Board of Directors on August 10, 2012


Approved
By Stockholders: September 7, 2012


Amended
By the Board of Directors on February 12, 2014


Approved
By Stockholders: April 16, 2014


Termination
Date: August 10, 2022


 




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