Exhibit
10.9


 








 


VIVOS
THERAPEUTICS, INC. 


 


AMENDED
AND RESTATED 2019 STOCK OPTION AND STOCK ISSUANCE PLAN


 


As
Amended and Restated effective June 18, 2020 


 


ARTICLE
ONE 


 


GENERAL
PROVISIONS


 


I.
PURPOSE OF THE PLAN


 


A.
This 2019 Stock Option and Stock Issuance Plan is intended to promote the interests of Vivos Therapeutics, Inc., a Wyoming corporation,
by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest,
or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service.


 


B.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.


 


II.
STRUCTURE OF THE PLAN


 


A.
The Plan shall be divided into two separate equity programs:


 


1.
the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock, and


 


2.
the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of
Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the
Corporation (or any Parent or Subsidiary).


 


B.
The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests
of all persons under the Plan.


 




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III.
ADMINISTRATION OF THE PLAN


 


A.
The Plan shall be administered by the Plan Administrator. However, any or all administrative functions otherwise exercisable by
the Board may be delegated to the Committee.


 


Members
of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at
any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously
delegated to the Committee by majority vote of the Committee.


 


B.
The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue
such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant
or stock issuance thereunder.


 


IV.
ELIGIBILITY


 


A.
The persons eligible to participate in the Plan are as follows:


 


1.
employees,


 


2.
non-employee members of the Board or the non-employee members of the board of directors of any Parent or Subsidiary, and


 


3.
consultants and other independent contractors who provide services to the Corporation (or any Parent or Subsidiary)


 








B.
The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program,
which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to
be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time
or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum
term for which the option is to remain outstanding, and (ii) with respect to stock issuances made under the Stock Issuance Program,
which eligible persons are to receive such issuances, the time or times when those issuances are to be made, the number of shares
to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid
by the Participant for such shares.


 


C.
The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program
or to effect stock issuances in accordance with the Stock Issuance Program.


 


V.
STOCK SUBJECT TO THE PLAN


 


A.
The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not exceed 3,500,000 shares.


 






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B.
Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent:
(i) the options expire or terminate for any reason prior to exercise in full; or (ii) the options are cancelled in accordance
with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently repurchased by
the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights
under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly
be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan.


 


C.
Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to: (i) the maximum number and/or class of securities issuable under the
Plan; and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option
in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall
be final, binding, and conclusive. In no event shall any such adjustments be made in connection with the conversion of one or
more outstanding shares of the Corporation’s preferred stock into shares of Common Stock.


 


ARTICLE
TWO 


 


OPTION
GRANT PROGRAM


 


I.
OPTION TERMS


 


Each
option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that
each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition,
be subject to the provisions of the Plan applicable to such options. A. Exercise Price.


 


1.
The exercise price per share shall be fixed by the Plan Administrator in accordance with the following provisions:


 


(a)
The exercise price per share shall not be less than 100% of the Fair Market Value per share of Common Stock on the option grant
date.


 


(b)
If the person to whom the option is granted is a 10% Stockholder, then the exercise price per share shall not be less than 110%
of the Fair Market Value per share of Common Stock on the option grant date.


 


2.
The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section I
of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the
Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may also
be paid as follows:


 






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(a)
in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or


 


(b)
to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the
Optionee shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income
and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.


 


Except
to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made
on the Exercise Date.


 


B.
Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number
of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However,
no option shall have a term in excess of ten years measured from the option grant date.


 


C.
Effect of Termination of Service.


 


1.
The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or
death:


 


(a)
Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall
have a period of three months following the date of such cessation of Service during which to exercise each outstanding option
held by such Optionee.


 


(b)
Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of 12 months following
the date of such cessation of Service during which to exercise each outstanding option held by such Optionee.


 


(c)
If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person
or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or the Optionee’s
designated beneficiary or beneficiaries of that option shall have a 12-month period following the date of the Optionee’s
death to exercise such option.


 


(d)
Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.


 




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(e)
During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number
of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration
of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease
to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon
the Optionee’s cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for
which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested.


 


(f)
Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while holding one
or more outstanding options under the Plan, then all those options shall terminate immediately and cease to remain outstanding.


 


2.
The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:


 


(a)
extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service or death
from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term; and


 


(b)
permit the option to be exercised, during the applicable postService exercise period, not only with respect to the number of vested
shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also
with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee
continued in Service.


 


D.
Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the
option until such person shall have exercised the option, paid the exercise price, and become the recordholder of the purchased
shares.


 


E.
Unvested Shares. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares
of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to
repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right
shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. The Plan Administrator
may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option which is more restrictive
than 20% per year vesting, with the initial vesting to occur not later than one year after the option grant date. However, such
limitation shall not be applicable to any option grants made to individuals who are officers of the Corporation, non-employee
Board members, or independent contractors.


 




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F.
Limited Transferability of Options. An Incentive Stock Option shall be exercisable only by the Optionee during his or her
lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following the Optionee’s
death. A Non-Statutory Option may be assigned in whole or in part during the Optionee’s lifetime to one or more members
of the Optionee’s family or to a trust established exclusively for one or more such family members or to Optionee’s
former spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic
relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the
Non-Statutory Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee may also designate one or more persons as the
beneficiary or beneficiaries of his or her outstanding options under the Plan and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable
agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option
may be exercised following the Optionee’s death.


 


II.
INCENTIVE OPTIONS


 


The
terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all
the provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are specifically designated
as Non-Statutory Options shall not be subject to the terms of this Section II.


 


A.
Eligibility. Incentive Options may only be granted to Employees.


 


B.
Exercise Price. The exercise price per share shall not be less than 100% of the Fair Market Value per share of Common Stock
on the option grant date.


 


C.
Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date
or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation
or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall
not exceed the sum of $100,000. To the extent the Employee holds two or more such options which become exercisable for the first
time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be applied
on the basis of the order in which such options are granted.


 


III.
CORPORATE TRANSACTION


 


A.
The shares subject to each option outstanding under the Plan at the time of a Corporate Transaction shall automatically vest in
full so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable
for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, the shares subject to an outstanding option shall not vest on such an accelerated
basis if and to the extent: (i) such option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction
and any repurchase rights of the Corporation with respect to the unvested option shares are concurrently assigned to such successor
corporation (or parent thereof); or (ii) such option is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same vesting schedule applicable to those unvested option shares; or (iii) the acceleration of such
option is subject to other limitations imposed by the Plan Administrator at the time of the option grant.


 




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B.
All outstanding repurchase rights under the Option Grant Program shall also terminate automatically, and the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to
the extent: (i) those repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such
Corporate Transaction; or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at
the time the repurchase right is issued.


 


C.
Immediately following the consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof).


 


D.
Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation
of such Corporate Transaction, had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments
shall also be made to: (i) the number and class of securities available for issuance under the Plan following the consummation
of such Corporate Transaction; and (ii) the exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same. To the extent the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor
corporation may, in connection with the assumption of the outstanding options under this Plan, substitute one or more shares of
its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate
Transaction.


 


E.
The Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure one or more options so that those options shall automatically accelerate and vest in
full (and any repurchase rights of the Corporation with respect to the unvested shares subject to those options shall immediately
terminate) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed in the Corporate Transaction.


 


F.
The Plan Administrator shall also have full power and authority, exercisable either at the time the option is granted or at any
time while the option remains outstanding, to structure such option so that the shares subject to that option will automatically
vest on an accelerated basis should the Optionee’s Service terminate by reason of an Involuntary Termination within a designated
period (not to exceed 18 months) following the effective date of any Corporate Transaction in which the option is assumed and
the repurchase rights applicable to those shares do not otherwise terminate. Any option so accelerated shall remain exercisable
for the fullyvested option shares until the expiration or sooner termination of the option term. In addition, the Plan Administrator
may provide that one or more of the Corporation’s outstanding repurchase rights with respect to shares held by the Optionee
at the time of such Involuntary Termination shall immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.


 




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G.
The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain exercisable as an Incentive
Option only to the extent the applicable $100,000 limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws.


 


H.
The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of
its business or assets.


 


IV.
CANCELLATION AND REGRANT OF OPTIONS


 


The
Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option
holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering
the same or different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value per
share of Common Stock on the new option grant date.


 


ARTICLE
THREE 


 


STOCK
ISSUANCE PROGRAM


 


I.
STOCK ISSUANCE TERMS


 


Shares
of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening
option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified
below. A. Purchase Price.


 


1.
The purchase price per share shall be fixed by the Plan Administrator but shall not be less than 100% of the Fair Market Value
per share of Common Stock on the issue date. However, the purchase price per share of Common Stock issued to a 10% Stockholder
shall not be less than 110% of such Fair Market Value.


 


2.
Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance Program
for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance:


 




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(a)
cash or check made payable to the Corporation; or


 


(b)
past services rendered to the Corporation (or any Parent or Subsidiary).


 


B.
Vesting Provisions.


 


1.
Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon
attainment of specified performance objectives. However, the Plan Administrator may not impose a vesting schedule upon any stock
issuance effected under the Stock Issuance Program which is more restrictive than 20% per year vesting, with initial vesting to
occur not later than one year after the issuance date. Such limitation shall not apply to any Common Stock issuances made to the
officers of the Corporation, non-employee Board members, or independent contractors.


 


2.
Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which
the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason
of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the
same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements
as the Plan Administrator shall deem appropriate.


 


3.
The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under
the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant
shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.


 


4.
Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common
Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have
no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness),
the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchasemoney note of the Participant attributable to such surrendered shares.


 


5.
The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock
(or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable
to those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common
Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s
cessation of Service or the attainment or non-attainment of the applicable performance objectives.


 




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II.
CORPORATE TRANSACTION


 


A.
Upon the occurrence of a Corporate Transaction, all outstanding repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, except to the
extent: (i) those repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such Corporate
Transaction; or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.


 


B.
The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or
any time while the Corporation’s repurchase rights with respect to those shares remain outstanding, to provide that those
rights shall automatically terminate on an accelerated basis, and the shares of Common Stock subject to those terminated rights
shall immediately vest, in the event the Participant’s Service should subsequently terminate by reason of an Involuntary
Termination within a designated period (not to exceed 18 months) following the effective date of any Corporate Transaction in
which those repurchase rights are assigned to the successor corporation (or parent thereof).


 


III.
SHARE ESCROW/LEGENDS


 


Unvested
shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest
in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those
unvested shares.


 


ARTICLE
FOUR 


 


MISCELLANEOUS




 


I
.. FINANCING


 


The
Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Option Grant Program or the
purchase price for shares issued under the Stock Issuance Program by delivering a full-recourse, interest bearing promissory note
payable in one or more installments and secured by the purchased shares. However, any promissory note delivered by a consultant
must be secured by collateral in addition to the purchased shares of Common Stock. In no event may the maximum credit available
to the Optionee or Participant exceed the sum of: (i) the aggregate option exercise price or purchase price payable for the purchased
shares; plus (ii) any Federal, state and local income and employment tax liability incurred by the Optionee or the Participant
in connection with the option exercise or share purchase.


 


II.
EFFECTIVE DATE AND TERM OF PLAN


 


A.
The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares
shall be issued under the Plan, until the Plan is approved by the Corporation’s stockholders. If such stockholder approval
is not obtained within 12 months after the date of the Board’s adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued
under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time
after the effective date of the Plan and before the date fixed herein for termination of the Plan.


 




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B.
The Plan shall terminate upon the earliest of: (i) the expiration of the ten year period measured from the date the Original
Plan was adopted by the Board; (ii) the date on which all shares available for issuance under the Plan shall have been issued
as vested shares; or (iii) the termination of all outstanding options in connection with a Corporate Transaction. All options
and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to have full force and effect
in accordance with the provisions of the documents evidencing those options or issuances.


 


III.
AMENDMENT OF THE PLAN


 


A.
The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no
such amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances
at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition,
certain amendments may require stockholder approval pursuant to applicable laws and regulations.


 


B.
Options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance Program which are in each
instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares
actually issued under those programs shall be held in escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained
within 12 months after the date the first such excess grants or issuances are made, then: (i) any unexercised options granted
on the basis of such excess shares shall terminate and cease to be outstanding; and (ii) the Corporation shall promptly refund
to the Optionees and the Participants the exercise or purchase price paid for any excess shares issued under the Plan and held
in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and
such shares shall thereupon be automatically cancelled and cease to be outstanding.


 


IV.
USE OF PROCEEDS


 


Any
cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate
purposes.


 


V.
WITHHOLDING


 


The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon
the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable Federal, state
and local income and employment tax withholding requirements.


 




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VI.
REGULATORY APPROVALS


 


The
implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock: (i) upon
the exercise of any option; or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of
all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.


 


VII.
NO EMPLOYMENT OR SERVICE RIGHTS


 


Nothing
in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining
such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s
Service at any time for any reason, with or without cause.


 


ATTACHMENTS




 


Appendix
- Definitions


Notice
of Grant of Stock Option


Exhibit
A - Stock Option Agreement


Exhibit
B - Stock Purchase Agreement


Exhibit
C - 2019 Stock Option and Stock Issuance Plan


 


Stock
Option Agreement


Stock
Purchase Agreement


Spousal
Acknowledgement


Assignment
Separate from Certificate


Federal
Income Tax Consequences and Section 83(b) Election


Section
83(b) Election


Stock
Issuance Agreement


Spousal
Acknowledgement


Section
83(b) Election


[The
Plan is also an attachment.]


 


APPENDIX




 


DEFINITIONS




 


The
following definitions shall be in effect under the Plan:


 


	A.	Agreement
    shall mean the Stock Option Agreement attached hereto. 
	 	 
	B.	Board
    shall mean the Corporation’s Board of Directors. 
	 	 
	C.	Code
    shall mean the Internal Revenue Code of 1986, as amended. 


 




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	D.	Committee
    shall mean a committee of two or more Board members appointed by the Board to exercise one or more administrative functions
    under the Plan. E. Common Stock shall mean the Corporation’s common stock. 
	 	 
	F.	Corporate
    Transaction shall mean either of the following stockholder-approved transactions to which the Corporation is a party:
    


 


(i)
a merger or consolidation in which securities possessing more than 50% of the total combined voting power of the Corporation’s
outstanding securities are transferred to a person or persons different from the persons holding those securities immediately
prior to such transaction; or


 


(ii)
the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation
or dissolution of the Corporation.


 


	G.	Corporation
    shall mean Vivos Therapeutics, Inc., a Wyoming corporation, and any successor corporation to all or substantially all
    of the assets or voting stock of Vivos Therapeutics, Inc. which shall by appropriate action adopt the Plan. 
	 	 
	H.	Disability
    shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of
    any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of
    such medical evidence as the Plan Administrator deems warranted under the circumstances. 
	 	 
	I.	Employee
    shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control
    and direction of the employer entity as to both the work to be performed and the manner and method of performance. 
	 	 
	J.	Exercise
    Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 
	 	 
	K.	Exercise
    Price shall mean the exercise price payable per Option Share as specified in the Grant Notice. 
	 	 
	L.	Expiration
    Date shall mean the date on which the option expires as specified in the Grant Notice. 
	 	 
	M.	Fair
    Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
    


 


(i)
If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published
in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.


 




    	- 13 -



     


    

 


(ii)
If the Common Stock was traded over-the-counter on the date in question, then the Fair Market Value shall be equal to the last
transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the
last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system
on which the Stock is quoted, or if the Stock is not quoted on any such system, by the Pink OTC Markets Inc.


 


(iii)
If the Common Stock is at the time not listed on any Stock Exchange, then the Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.


 


	N.	Grant
    Date shall mean the date of grant of the option as specified in the Grant Notice. 
	 	 
	O.	Grant
    Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been
    informed of the basic terms of the Option evidenced hereby. 
	 	 
	P.	Incentive
    Option shall mean an option which satisfies the requirements of Code Section 422. 
	 	 
	Q.	Involuntary
    Termination shall mean the termination of the Service of any individual which occurs by reason of: 


 


(i)
such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct; or


 


(ii)
such individual’s voluntary resignation following (a) a change in his or her position with the Corporation (or Parent or
Subsidiary employing such individual) which materially reduces his or her duties and responsibilities or the level of management
to which he or she reports, (b) a reduction in his or her level of compensation (including base salary, fringe benefits and target
bonus under any corporate-performance based bonus or incentive programs) by more than 15% or (c) a relocation of such individual’s
place of employment by more than 50 miles, provided and only if such change, reduction or relocation is effected without the individual’s
consent.


 


	R.	Market
    Stand-Off shall mean the market stand-off restriction specified in Paragraph C.3 of the Stock Purchase Agreement and Paragraph
    C.3 of the Stock Issuance Agreement. 
	 	 
	S.	Misconduct
    shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized
    use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary),
    or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any
    Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of
    the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee or Participant or other person in the Service
    of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not
    be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct. T. 1933 Act shall mean the
    Securities Act of 1933, as amended. 


 




    	- 14 -



     


    

 


	U.	1934
    Act shall mean the Securities Exchange Act of 1934, as amended. 
	 	 
	V.	Non-Statutory
    Option shall mean an option not intended to satisfy the requirements of Code Section 422. 
	 	 
	W.	Option
    shall have the meaning assigned to such term as set forth in Paragraph A.1 of the Stock Purchase Agreement. 
	 	 
	X.	Option
    Agreement shall mean all agreements and other documents evidencing the Option. 
	 	 
	Y.	Optionee
    shall mean the person to whom the Option is granted under the Plan. 
	 	 
	Z.	Owner
    shall mean Optionee and all subsequent holders of the Purchased Shares who derive their chain of ownership through a Permitted
    Transfer from Optionee. 
	 	 
	AA.	Parent
    shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation,
    provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock
    possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such
    chain. 
	 	 
	BB.	Participant
    shall mean any person who is issued shares of Common Stock under the Stock Issuance Program. 
	 	 
	CC.	Permitted
    Transfer shall mean 


 


(i)
a gratuitous transfer of the Purchased Shares, provided and only if Optionee obtains the Corporation’s prior written consent
to such transfer,


 


(ii)
a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of inheritance following Optionee’s
death or


 


(iii)
a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with
the acquisition of the Purchased Shares.


 




    	- 15 -



     


    

 


	DD.	Plan
    shall mean the Corporation’s Amended and Restated 2019 Stock Option and Stock Issuance Plan. 
	 	 
	EE.	Plan
    Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
    
	 	 
	FF.	Purchase
    Agreement shall mean the Stock Purchase Agreement in substantially the form of Exhibit B to the Grant Notice. 
	 	 
	GG.	Recapitalization
    shall mean any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, or other change
    affecting the Corporation’s outstanding Common Stock as a class without the Corporation’s receipt of consideration.
    
	 	 
	HH.	Reorganization
    shall mean any of the following transactions: 


 


(i)
a merger or consolidation in which the Corporation is not the surviving entity;


 


(ii)
a sale, transfer or other disposition of all or substantially all of the Corporation’s assets;


 


(iii)
a reverse merger in which the Corporation is the surviving entity but in which the Corporation’s outstanding voting securities
are transferred in whole or in part to a person or persons different from the persons holding those securities immediately prior
to the merger; or


 


(iv)
any transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding company
structure.


 


	II.	Repurchase
    Right shall mean the right granted to the Corporation in accordance with Paragraph D of the Stock Purchase Agreement.
    
	 	 
	JJ.	SEC
    shall mean the Securities and Exchange Commission. 
	 	 
	KK.	Service
    shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity
    of an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner
    and method of performance, a non-employee member of the board of directors or an independent consultant. 
	 	 
	LL.	Stock
    Exchange shall mean the Nasdaq Stock Exchange, NYSE American LLC, or the New York Stock Exchange. 
	 	 
	MM.	Stock
    Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance
    of shares of Common Stock under the Stock Issuance Program. 
	 	 
	NN.	Stock
    Issuance Program shall mean the stock issuance program in effect under the Plan. 
	 	 
	OO.	10%
    Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than 10% of the total
    combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 


 




    	- 16 -



     


    

 


	PP.	Subsidiary
    shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation,
    provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination,
    stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
    such chain. 
	 	 
	QQ.	Vesting
    Schedule shall mean the vesting schedule specified in the Grant Notice pursuant to which the Optionee is to vest in the
    Option Shares in a series of installments over his or her period of Service. 
	 	 
	RR.	Unvested
    Shares shall have the meaning assigned to such term in accordance with Paragraph D.1 of the Stock Purchase Agreement.
    
	 	 
	SS.	Original
    Plan shall mean the Corporation’s 2019 Stock Option and Stock Issuance Plan. 


 




    	- 17 -



     


    

 


VIVOS
THERAPEUTICS, INC. 


 


NOTICE
OF GRANT OF STOCK OPTION


 


Notice
is hereby given of the following Option grant to purchase shares of the Common Stock of Vivos Therapeutics, Inc.:


 


	Optionee:	 
	 	 
	Grant
    Date:	 
	 	 
	 	
	Vesting
    Commencement Date:	 
	Exercise
    Price: 	$
    __________ per share 
	Number
                                         of Option Shares:

         

        Expiration
        Date:
	shares
    of Common Stock 
	Type
    of Option: 	_____
                                         Incentive Stock Option

         

        _____
        Non-Statutory Stock Option

	Date
    Exercisable: 	Immediately
    Exercisable 


 


Vesting
Schedule: Twenty percent (20%) of the Option Shares shall initially be vested and subject to repurchase by the Corporation
at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and the Corporation’s repurchase right
shall accordingly lapse with respect to twenty percent (20%) of the Option Shares upon Optionee’s completion of one (1)
year of Service measured from the Vesting Commencement Date and twenty percent (20%) per year for each successive year of Service
measured from the Vesting Commencement Date. The Option shall not become exercisable for any additional Option Shares following
the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator in
its sole discretion pursuant to an express written agreement with Optionee.


 


Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Vivos Therapeutics, Inc.
2019 Stock Option and Stock Issuance Plan. Optionee further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Stock Option Agreement attached hereto as Exhibit A.


 


Optionee
understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement
attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as
Exhibit C.


 


REPURCHASE
RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN
REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED
IN THE ATTACHED STOCK PURCHASE AGREEMENT. 


 




    	1



     


    

 


At
Will Employment. Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any right
to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee’s Service at any time for any reason, with or without cause.


 


Definitions.
All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.


 


Dated
this _____ day of ________ , 20_____.


 


	VIVOS
    THERAPEUTICS, INC. 	OPTIONEE
    


 


	 	 	 
	 	 	 
	B y _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _	 	A d d r e s s :
	 	 	 
	Its	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Attachments:



 


Exhibit
A - Stock Option Agreement


Exhibit
B - Stock Purchase Agreement


Exhibit
C - 2019 Stock Option and Stock Issuance Plan


 




    	2



     


    




 


EXHIBIT
A


 




    	 



     


    

 





VIVOS
THERAPEUTICS, INC. 


 


STOCK
OPTION AGREEMENT


 


RECITALS




 


WHERAS,
the Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board
or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation
(or any Parent or Subsidiary); and


 


WHERAS,
Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee;
and


 


WHERAS,
All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.


 


NOW,
THEREFORE, it is hereby agreed as follows:


 


	1.	Grant
    of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number
    of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option
    term specified in Paragraph 2 at the Exercise Price.
	 	 
	2.	Option
    Term. This option shall have the term specified in the Notice of Grant of Stock Option which shall not exceed ten
    years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner
    terminated in accordance with Paragraph 5 or 6.
	 	 
	3.	Limited
    Transferability.  


 


A.
This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s
death and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons
as the beneficiary or beneficiaries of this option and this option shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or
beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s
death.


 


B.
If this option is designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part
during Optionee’s lifetime to one or more members of Optionee’s family or to a trust established for the exclusive
benefit of one or more such family members or to Optionee’s former spouse, to the extent such assignment is in connection
with the Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only
by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to
the assigned portion shall be the same as those in effect for this option immediately prior to such assignment.


 




    	- 1 - 



     


    

 


	4.	Dates
    of Exercise. This option shall become exercisable for the Option Shares in one or more installments as specified in
    the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option
    shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term
    under Paragraph 5 or 6.
	 	 
	5.	Cessation
    of Service. The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding)
    prior to the Expiration Date should any of the following provisions become applicable:


 


A.
Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while holding this option,
then Optionee shall have a period of three months (commencing with the date of such cessation of Service) during which to exercise
this option, but in no event shall this option be exercisable at any time after the Expiration Date.


 


B.
Should Optionee die while holding this option, then the personal representative of Optionee’s estate or the person or persons
to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance shall have the right to exercise
this option. However, if Optionee has designated one or more beneficiaries of this option, then those persons shall have the exclusive
right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option
shall cease to be outstanding, upon the earlier of (i) the expiration of the 12month period measured from the date of Optionee’s
death or (ii) the Expiration Date.


 


C.
Should Optionee cease Service by reason of Disability while holding this option, then Optionee shall have a period of 12 months
(commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be
exercisable at any time after the Expiration Date.


 


Note:
Exercise of this option on a date later than three months following cessation of Service due to Disability will result in loss
of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive
Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise.


 


D.
During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the
number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting
Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6. Upon the expiration of such
limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for
any vested Option Shares for which the option has not been exercised. To the extent Optionee is not vested in one or more Option
Shares at the time of Optionee’s cessation of Service, this option shall immediately terminate and cease to be outstanding
with respect to those shares.


 




    	- 2 - 



     


    

 


E.
Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this option
is outstanding, then this option shall terminate immediately and cease to remain outstanding.


 


	6.	Accelerated
    Vesting.  


 


A.
In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall
automatically vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become
exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as
vested shares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option
is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation’s repurchase
rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this
option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the
unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over
the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable
to those unvested Option Shares as set forth in the Grant Notice.


 


B.
Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent
assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.


 


C.
If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in
consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and
appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the
same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of
this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration
paid per share of Common Stock in such Corporate Transaction.


 


D.
If the Option is assumed by the successor corporation (or parent thereof) in connection with a Corporate Transaction, but an Involuntary
Termination of Optionee’s Service occurs within 18 months following such Corporate Transaction, all the Option Shares at
the time subject to the Option shall automatically vest in full on an accelerated basis so that the Option shall immediately become
exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested
shares. The Option shall remain so exercisable until the earlier of: (i) the Expiration Date; or (ii) the expiration of the one
year period measured from the date of the Involuntary Termination.


 




    	- 3 - 



     


    

 


E.
This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets.


 


	7.	Adjustment
    in Option Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization,
    combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s
    receipt of consideration, appropriate adjustments shall be made to: (i) the total number and/or class of securities subject
    to this option; and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement
    of benefits hereunder.
	 	 
	8.	Stockholder
    Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such
    person shall have exercised the option, paid the Exercise Price, and become the record holder of the purchased shares.
	 	 
	9.	Manner
    of Exercising Option.  


 


A.
In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the following actions:


 


i.
Execute and deliver to the Corporation the Stock Purchase Agreement for the Option Shares for which the option is exercised.


 


ii.
Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:


 


(a)
cash or check made payable to the Corporation; or


 


(b)
a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph
14.


 


Should
the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may
also be paid as follows:


 


(c)
in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary
to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date; or


 




    	- 4 - 



     


    

 





(d)
to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which
Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (a) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and
(b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete
the sale.


 


Except
to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise.


 


iii.
Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.


 


iv.
Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to
comply with the applicable requirements of Federal and state securities laws.


 


v.
Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction
of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise.


 


B.
As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.


 


C.
In no event may this option be exercised for any fractional shares.


 


	10.	REPURCHASE
    RIGHTS. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION
    AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.
	 	 
	11.	Compliance
    with Laws and Regulations.  


 


A.
The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange
on which the Common Stock may be listed for trading at the time of such exercise and issuance.


 




    	- 5 - 



     


    

 


B.
The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability
with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation,
however, shall use its best efforts to obtain all such approvals.


 


	12.	Successors
    and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall
    inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s
    assigns and the legal representatives, heirs, and legatees of Optionee’s estate. 
	 	 
	13.	Notices.
    Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and
    addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee
    shall be in writing and addressed to Optionee at the address indicated below Optionee’s signature line on the Grant
    Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and
    properly addressed to the party to be notified.
	 	 
	14.	Financing.
    The Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise
    Price for the purchased Option Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option
    Shares. The payment schedule in effect for any such promissory note shall be established by the Plan Administrator in its
    sole discretion.


 


Note:
If the Optionee is an independent contractor, then the promissory note delivered in payment of the Exercise Price must be secured
by collateral other than the purchased Option Shares.


 


	15.	Construction.
    This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by
    and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising
    under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.
	 	 
	16.	Governing
    Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State
    of Wyoming without resort to that State’s conflict-oflaws rules.
	 	 
	17.	Exclusive
    Jurisdiction and Venue. The Parties agree that the Courts of the County of Fulton, State of Wyoming shall have sole
    and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the
    transactions contemplated herein.
	 	 
	18.	Stockholder
    Approval. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common
    Stock which may be issued under the Plan as last approved by the stockholders, then this option shall be void with respect
    to such excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common
    Stock issuable under the Plan is obtained in accordance with the provisions of the Plan.


 




    	- 6 - 



     


    

 


	19.	Additional
    Terms Applicable to an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice,
    the following terms and conditions shall also apply to the grant:


 


A.
This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (i) more than three months after the date Optionee ceases to be an Employee for any reason other
than death or Permanent Disability or (ii) more than 12 months after the date Optionee ceases to be an Employee by reason of Permanent
Disability.


 


B.
This option shall not become exercisable in the calendar year in which granted if


 


(and
to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would
otherwise first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective
date or dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to
Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary)
first become exercisable during the same calendar year, exceed $100,000 in the aggregate. To the extent the exercisability of
this option is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar
year or years thereafter in which the $100,000 limitation of this Paragraph 18(b) would not be contravened, but such deferral
shall in all events end immediately prior to the effective date of a Corporate Transaction in which this option is not to be assumed,
whereupon the option shall become immediately exercisable as a Non-Statutory Option for the deferred portion of the Option Shares.


 


C.
Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable
for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options
as Incentive Options shall be applied on the basis of the order in which such options are granted.


 




    	- 7 - 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated in the Grant Notice.


 


	VIVOS
    THERAPEUTICS, INC. 	 	OPTIONEE
    
	 	 	 
	 	 	 
	 	 	 
	B
    y	             	 	A
    d d r e s s :
	Its	 	 	 
	 	 	 	 


 




    	- 8 - 



     


    

 


EXHIBIT
B


 




    	 



     


    

 


VIVOS
THERAPEUTICS, INC. 


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement is made this _____ day of ___________________ , _____ by and between Vivos Therapeutics, Inc., a Wyoming
corporation, and _________________________ , Optionee under the Corporation’s 2019 Stock Option and Stock Issuance Plan.


 


All
capitalized terms in this Purchase Agreement shall have the meaning assigned to them in this Purchase Agreement or in the above
Definitions Section.


 


A.
Exercise of Option


 


1.
Exercise. Optionee hereby purchases ____________ shares of Common Stock (the “Purchased Shares”) pursuant
to that certain Option granted Optionee on __________________ , _______ , the Grant Date, to purchase up to ____________ shares
of Common Stock (the “Option Shares”) under the Plan at the Exercise Price of $_____ per share.


 


2.
Payment. Concurrently with the delivery of this Purchase Agreement to the Corporation, Optionee shall pay the Exercise
Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional
documents may be required by the Option Agreement as a condition for exercise, together with a duly-executed blank Assignment
Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares.


 


3.
Stockholder Rights. Until such time as the Corporation exercises the Repurchase Right, Optionee (or any successor in interest)
shall have all the rights of a stockholder (including voting, dividend and liquidation rights) with respect to the Purchased Shares,
subject, however, to the transfer restrictions of Articles B and C.


 


B.
Securities Law Compliance


 


1.
Restricted Securities. The Purchased Shares have not been registered under the 1933 Act and are being issued to Optionee
in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit
plans such as the Plan. Optionee hereby confirms that Optionee has been informed that the Purchased Shares are restricted securities
under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available. Accordingly, Optionee hereby acknowledges that Optionee is prepared
to hold the Purchased Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under the 1933 Act which
exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from
the registration requirements of the 1933 Act.


 




    	- 1 - 



     


    

 


2.
Restrictions on Disposition of Purchased Shares. Optionee shall make no disposition of the Purchased Shares (other than
a Permitted Transfer) unless and until there is compliance with all of the following requirements:


 


(a)
Optionee shall have provided the Corporation with a written summary of the terms and conditions of the proposed disposition.


 


(b)
Optionee shall have complied with all requirements of this Purchase Agreement applicable to the disposition of the Purchased Shares.


 


(c)
Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, which
may include a legal opinion if requested by the Corporation, that (a) the proposed disposition does not require registration of
the Purchased Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements
of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken.


 


The
Corporation shall not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred
in violation of the provisions of this Purchase Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise
to accord voting, dividend or liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention
of this Purchase Agreement.


 


3.
Restrictive Legends. The stock certificates for the Purchased Shares shall be endorsed with one or more of the following
restrictive legends:


 


“The
shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) a “no action”
letter of the Securities and Exchange Commission with respect to such sale or offer or (c) satisfactory assurances to the Corporation
that registration under such Act is not required with respect to such sale or offer.”


 


“The
shares represented by this certificate are subject to certain repurchase rights and rights of first refusal granted to the Corporation
and accordingly may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the
terms of a written agreement dated _____________ , _____ between the Corporation and the registered holder of the shares (or the
predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s principal corporate
offices.”


 


C.
Transfer Restrictions


 


1.
Restriction on Transfer. Except for any Permitted Transfer, Optionee shall not transfer, assign, encumber, or otherwise
dispose of any of the Purchased Shares which are subject to the Repurchase Right. In addition, Purchased Shares which are released
from the Repurchase Right shall not be transferred, assigned, encumbered, or otherwise disposed of in contravention of the First
Refusal Right or the Market Stand-Off.


 




    	- 2 - 



     


    

 


2.
Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Shares are transferred by means
of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation
that such person is bound by the provisions of this Purchase Agreement and that the transferred shares are subject to (i) the
Repurchase Right, (ii) the First Refusal Right and (iii) the Market Stand-Off, to the same extent such shares would be so subject
if retained by Optionee.


 


3.
Market Stand-Off.


 


(a)
In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation’s initial public offering, Owner shall not sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written
consent of the Corporation or its underwriters. Such restriction shall be in effect for such period of time from and after the
effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no event,
however, shall such period exceed 180 days, and the Market Stand-Off shall in no event be applicable to any underwritten public
offering effected more than two years after the effective date of the Corporation’s initial public offering.


 


(b)
Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also
subject to similar restrictions.


 


(c)
Any new, substituted, or additional securities which are by reason of any Recapitalization or Reorganization distributed with
respect to the Purchased Shares shall be immediately subject to the Market Stand-Off, to the same extent the Purchased Shares
are at such time covered by such provisions.


 


(d)
In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased
Shares until the end of the applicable stand-off period.


 


D.
Repurchase Right


 


1.
Grant. The Corporation is hereby granted the right (the “Repurchase Right”), exercisable at any time during
the 60 day period following the date Optionee ceases for any reason to remain in Service or (if later) during the 60 day period
following the execution date of this Purchase Agreement, to repurchase at the Exercise Price any or all of the Purchased Shares
in which Optionee is not, at the time of his or her cessation of Service, vested in accordance with the Vesting Schedule applicable
to those shares or the special vesting acceleration provisions of Paragraph D.6 of this Purchase Agreement (such shares to be
hereinafter referred to as the Unvested Shares).


 




    	- 3 - 



     


    

 


2.
Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner
of the Unvested Shares prior to the expiration of the 60 day exercise period. The notice shall indicate the number of Unvested
Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than 30 days after the
date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation
on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall
pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to
the Exercise Price previously paid for the Unvested Shares which are to be repurchased from Owner.


 


3.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which
it is not timely exercised under Paragraph D.2. In addition, the Repurchase Right shall terminate and cease to be exercisable
with respect to any and all Purchased Shares in which Optionee vests in accordance with the Vesting Schedule. All Purchased Shares
as to which the Repurchase Right lapses shall, however, remain subject to: (i) the First Refusal Right; and (ii) the Market Stand-Off.


 


4.
Aggregate Vesting Limitation. If the Option is exercised in more than one increment so that Optionee is a party to one
or more other Stock Purchase Agreements (the “Prior Purchase Agreements”) which are executed prior to the date of
this Agreement, then the total number of Purchased Shares as to which Optionee shall be deemed to have a fully-vested interest
under this Purchase Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares
in which Optionee would otherwise at the time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares
(including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Purchase Agreement.


 


5.
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a
regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately
subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the
time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number
and/or class of Purchased Shares subject to this Purchase Agreement and to the price per share to be paid upon the exercise of
the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation’s capital structure;
provided, however, that the aggregate purchase price shall remain the same.


 


6.
Corporate Transaction.


 


(a)
The Repurchase Right shall automatically terminate in its entirety, and all the Purchased Shares shall vest in full, immediately
prior to the consummation of any Corporate Transaction, except to the extent the Repurchase Right is to be assigned to the successor
entity in such Corporate Transaction.


 




    	- 4 - 



     


    

 


(b)
To the extent the Repurchase Right remains in effect following a Corporate Transaction, such right shall apply to any new securities
or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Corporate
Transaction, but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall
be made to the price per share payable upon exercise of the Repurchase Right to reflect the effect of the Corporate Transaction
upon the Corporation’s capital structure; provided, however, that the aggregate purchase price shall remain the same.
The new securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares
in consummation of the Corporate Transaction shall be immediately deposited in escrow with the Corporation (or the successor entity)
and shall not be released from escrow until Optionee vests in such securities or other property in accordance with the same Vesting
Schedule in effect for the Purchased Shares.


 


(c)
If the Repurchase Right is assumed by the successor corporation (or parent thereof) in connection with a Corporate Transaction,
but an Involuntary Termination of Optionee’s Service occurs within 18 months following such Corporate Transaction, the Repurchase
Right shall terminate automatically, and all the Purchased Shares shall immediately vest in full at that time. Any unvested escrow
account maintained on Optionee’s behalf pursuant to Paragraph D.6 shall also vest at the time of such Involuntary Termination
and shall be paid to Optionee promptly thereafter.


 


E.
Special Tax Election


 


The
acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election
under Code Section 83(b). Such election must be filed within 30 days after the date of this Agreement. A description of the tax
consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section


 


83(b)
election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES
OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES
THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION
83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.


 




    	- 5 - 



     


    

 


F.
General Provisions


 


1.
Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal Right to any person or entity selected
by the Board, including (without limitation) one or more stockholders of the Corporation.


 


2.
At Will Employment. Nothing in this Purchase Agreement or in the Plan shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each,
to terminate Optionee’s Service at any time for any reason, with or without cause.


 


3.
Notices. Any notice required to be given under this Purchase Agreement shall be in writing and shall be deemed effective
upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the
party entitled to such notice at the address indicated below such party’s signature line on this Purchase Agreement or at
such other address as such party may designate by ten calendar days advance written notice under this paragraph to all other parties
to this Purchase Agreement.


 


4.
No Waiver. The failure of the Corporation in any instance to exercise the Repurchase Right or the First Refusal Right
shall not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under
the provisions of this Purchase Agreement or any other agreement between the Corporation and Optionee. No waiver of any breach
or condition of this Purchase Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether
of like or different nature.


 


5.
Cancellation of Shares. If the Corporation shall make available, at the time and place and in the amount and form provided
in this Purchase Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of
this Purchase Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer
have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this
Purchase Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation
shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required
by this Purchase Agreement.


 


G.
Miscellaneous Provisions


 


1.
Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents
the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on either Optionee or the Purchased Shares pursuant to the provisions of this Purchase Agreement.


 


2.
Agreement is Entire Contract. This Purchase Agreement constitutes the entire contract between the parties hereto with
regard to the subject matter hereof. This Purchase Agreement is made pursuant to the provisions of the Plan and shall in all respects
be construed in conformity with the terms of the Plan.


 


3.
Governing Law. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State of
Wyoming without resort to that State’s conflict-of-laws rules.


 


4.
Exclusive Jurisdiction and Venue. The Parties agree that the Courts of the County of Fulton, State of Wyoming shall have
sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Purchase Agreement
and the transactions contemplated herein.


 


5.
Counterparts. This Purchase Agreement may be executed in counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.


 


6.
Successors and Assigns. The provisions of this Purchase Agreement shall inure to the benefit of, and be binding upon,
the Corporation and its successors and assigns and upon Optionee, Optionee’s permitted assigns and the legal representatives,
heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this Purchase Agreement
and have agreed in writing to join herein and be bound by the terms hereof.


 




    	- 6 - 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Purchase Agreement on the day and year first indicated above.


 





	VIVOS
    THERAPEUTICS, INC. 	 	OPTIONEE
    
	 	 	 
	 	 	 
	B
    y	             	 	A
    d d r e s s :
	Its	 	 	 
	 	 	 	 


 


SPOUSAL
ACKNOWLEDGMENT


 


The
undersigned spouse of Optionee has read and hereby approves the foregoing Stock Purchase Agreement. In consideration of the Corporation’s
granting Optionee the right to acquire the Purchased Shares in accordance with the terms of such Purchase Agreement, the undersigned
hereby agrees to be irrevocably bound by all the terms of such Purchase Agreement, including (without limitation) the right of
the Corporation (or its assigns) to purchase any Purchased Shares in which Optionee is not vested at time of his or her cessation
of Service.


 


	 	OPTIONEE’S SPOUSE 
	 	 	 
	 	Address:	
	 	 	 
	 	 	 


 




    	- 7 - 



     


    

 


EXHIBIT
I 


 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED ______________________ hereby sell(s), assign, and transfer(s) unto Vivos Therapeutics, Inc., ___________ ( _____
) shares of the Common Stock of the Corporation standing in his or her name on the books of the Corporation represented by Certificate
No. _____ herewith and do(es) hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the premises.


 


	 	Dated:
    	 
	 	Signature:
    	 


 


Instruction:
Please do not fill in any blanks other than the signature line. Please sign exactly as you would like your name to appear
on the issued stock certificate. The purpose of this assignment is to enable the Corporation to exercise the Repurchase Right
without requiring additional signatures on the part of Optionee.


 




    	- 1 - 



     


    

 


EXHIBIT
II 


 


FEDERAL
INCOME TAX CONSEQUENCES AND SECTION 83(b) TAX ELECTION


 


A.
Federal Income Tax Consequences and Section 83(b) Election for Exercise of Non-Statutory Option. If
the Purchased Shares are acquired pursuant to the exercise of a NonStatutory Option, as specified in the Grant Notice, then under
Code Section 83, the excess of the Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable
to such shares lapse over the Exercise Price paid for those shares will be reportable as ordinary income on the lapse date. For
this purpose, the term “forfeiture restrictions” includes the right of the Corporation to repurchase the Purchased
Shares pursuant to the Repurchase Right. However, Optionee may elect under Code Section 83(b) to be taxed at the time the Purchased
Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election
must be filed with the Internal Revenue Service within 30 days after the date of the Agreement. Even if the Fair Market Value
of the Purchased Shares on the date of the Agreement equals the Exercise Price paid (and thus no tax is payable), the election
must be made to avoid adverse tax consequences in the future. The form for making this election is attached as part of this exhibit.
FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE
AS THE FORFEITURE RESTRICTIONS LAPSE.


 


B.
Federal Income Tax Consequences and Conditional Section 83(b) Election For Exercise of Incentive Option. If the Purchased
Shares are acquired pursuant to the exercise of an Incentive Option, as specified in the Grant Notice, then the following tax
principles shall be applicable to the Purchased Shares:


 


1.
For regular tax purposes, no taxable income will be recognized at the time the Option is exercised.


 


2.
The excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date
any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise Price paid for the Purchased Shares
will be includible in Optionee’s taxable income for alternative minimum tax purposes.


 


3.
If Optionee makes a disqualifying disposition of the Purchased Shares, then Optionee will recognize ordinary income in the year
of such disposition equal in amount to the excess of (a) the Fair Market Value of the Purchased Shares on the date the Option
is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise
Price paid for the Purchased Shares. Any additional gain recognized upon the disqualifying disposition will be either short-term
or long-term capital gain depending upon the period for which the Purchased Shares are held prior to the disposition.


 


4.
For purposes of the foregoing, the term “forfeiture restrictions” will include the right of the Corporation to repurchase
the Purchased Shares pursuant to the Repurchase Right. The term “disqualifying disposition” means any sale or other
disposition[1] of the Purchased Shares within two years after the Grant Date or within one year after the exercise date of the
Option.


 


5.
In the absence of final Treasury Regulations relating to Incentive Options, it is not certain whether Optionee may, in connection
with the exercise of the Option for any Purchased Shares at the time subject to forfeiture restrictions, file a protective election
under Code Section 83(b) which would limit Optionee’s ordinary income upon a disqualifying disposition to the excess of
the Fair Market Value of the Purchased Shares on the date the Option is exercised over the Exercise Price paid for the Purchased
Shares. Accordingly, such election if properly filed will only be allowed to the extent the final Treasury Regulations permit
such a protective election.


 


6.
The Code Section 83(b) election will be effective in limiting the Optionee’s alternative minimum taxable income to the excess
of the Fair Market Value of the Purchased Shares at the time the Option is exercised over the Exercise Price paid for those shares.


 


7.
Page 2 of the attached form for making the election should be filed with any election made in connection with the exercise of
an Incentive Option.


 









 


1
Generally, a disposition of shares purchased under an Incentive Option includes any transfer of legal title, including a transfer
by sale, exchange or gift, but does not include a transfer to the Optionee’s spouse, a transfer into joint ownership with
right of survivorship if Optionee remains one of the joint owners, a pledge, a transfer by bequest or inheritance or certain tax
-free exchanges permitted under the Code.


 




    	- 1 - 



     


    

 


SECTION
83(b) ELECTION


 


This
statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.


 


	(1)	The
    taxpayer who performed the services is: 


 


	 	Name:
    	 
	 	 	 
	 	Address:
    	 
	 	 	 
	 	 	 
	 	Tax
    ID No.: 	 


 


	(2)	The
    property with respect to which the election is being made is __________ shares of the common stock of Vivos Therapeutics,
    Inc. 
	 	 
	(3)	The
    property was issued on . 
	 	 
	(4)	The
    taxable year in which the election is being made is the calendar year _____. 
	 	 
	(5)	The
    property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original
    purchase price if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right
    will lapse in a series of annual and monthly installments over a four year period ending on _______________ , 20_____. 
	 	 
	(6)	The
    fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by
    its terms will never lapse) is $ __________per share. 
	 	 
	(7)	The
    amount paid for such property is $ __________ per share. 
	 	 
	(8)	A
    copy of this statement was furnished to Vivos Therapeutics, Inc. for whom taxpayer rendered the services underlying the transfer
    of property. 
	 	 
	(9)	This
    statement is executed on _______________ , 20_____. 


 


	 	 	 
	Taxpayer
    	 	Spouse
    (if any) 


 




    	- 1 - 



     


    

 


This
election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income tax returns
and must be made within 30 days after the execution date of the Stock Purchase Agreement. This filing should be made by registered
or certified mail, return receipt requested. Optionee must retain two copies of the completed form for filing with his or her
Federal and state tax returns for the current tax year and an additional copy for his or her records. 


 


The
property described in the above Section 83(b) election is comprised of shares of common stock acquired pursuant to the exercise
of an incentive stock option under Section 422 of the Internal Revenue Code. Accordingly, it is the intent of the Taxpayer to
utilize this election to achieve the following tax results:


 


1.
One purpose of this election is to have the alternative minimum taxable income attributable to the purchased shares measured by
the amount by which the fair market value of such shares at the time of their transfer to the Taxpayer exceeds the purchase price
paid for the shares. In the absence of this election, such alternative minimum taxable income would be measured by the spread
between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect
for the forfeiture restrictions applicable to such shares.


 


2.
Section 421(a)(1) of the Code expressly excludes from income any excess of the fair market value of the purchased shares over
the amount paid for such shares. Accordingly, this election is also intended to be effective in the event there is a disqualifying
disposition of the shares, within the meaning of Section 421(b) of the Code, which would otherwise render the provisions of Section
83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects to have the amount of disqualifying disposition
income measured by the excess of the fair market value of the purchased shares on the date of transfer to the Taxpayer over the
amount paid for such shares. Since Section 421(a) presently applies to the shares which are the subject of this Section 83(b)
election, no taxable income is actually recognized for regular tax purposes at this time, and no income taxes are payable, by
the Taxpayer as a result of this election. The foregoing election is to be effective to the full extent permitted under the Code.


 


THIS
PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER
THE FEDERAL TAX LAWS. 


 


VIVOS
THERAPEUTICS, INC. 


 


STOCK
ISSUANCE AGREEMENT


 


This
Stock Issuance Agreement is made this _____ day of ___________________ , _____ by and between Vivos Therapeutics, Inc., a Wyoming
corporation, and __________________________ , Participant in the Corporation’s 2019 Stock Option and Stock Issuance Plan.


 


All
capitalized terms in this Stock Issuance Agreement shall have the meaning assigned to them in this Stock Issuance Agreement or
in the above Definitions Section.


 




    	- 2 - 



     


    

 


A.
PURCHASE OF SHARES


 


1.
Purchase. Participant hereby purchases ____________________ shares of Common Stock pursuant to the provisions of the Stock
Issuance Program at the Purchase Price of $ ______________ per share; it being understood that the issuance of any stock under
this Stock Issuance Agreement shall be subject to the terms and conditions of the Shareholders Agreement between Participant and
the Corporation.


 


2.
Payment. Concurrently with the delivery of this Stock Issuance Agreement to the Corporation, Participant shall pay the
Purchase Price for the Purchased Shares in cash or cash equivalent.


 


3.
Stockholder Rights. Until such time as the Corporation exercises the First Refusal Right, Participant (or any successor
in interest) shall have all stockholder rights


 


(including
voting, dividend, and liquidation rights) with respect to the Purchased Shares, subject, however, to the transfer restrictions
of Articles B and C.


 


B.
SECURITIES LAW COMPLIANCE


 


1.
Restricted Securities. The Purchased Shares have not been registered under the 1933 Act and are being issued to Participant
in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit
plans such as the Plan. Participant hereby confirms that Participant has been informed that the Purchased Shares are restricted
securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the
Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges
that Participant is prepared to hold the Purchased Shares for an indefinite period and that Participant is aware that SEC Rule
144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the
resale of the Purchased Shares from the registration requirements of the 1933 Act.


 


2.
Disposition of Purchased Shares. Participant shall make no disposition of the Purchased Shares (other than a Permitted
Transfer) unless and until there is compliance with all of the following requirements:


 


(a)
Participant shall have provided the Corporation with a written summary of the terms and conditions of the proposed disposition.


 


(b)
Participant shall have complied with all requirements of this Stock Issuance Agreement applicable to the disposition of the Purchased
Shares.


 


(c)
Participant shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation,
which may include a legal opinion if requested by the Corporation, that (a) the proposed disposition does not require registration
of the Purchased Shares under the 1933 Act or (c) all appropriate action necessary for compliance with the registration requirements
of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken.


 




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The
Corporation shall not be required (i) to transfer on its books any


 


Purchased
Shares which have been sold or transferred in violation of the provisions of this Stock Issuance Agreement or (ii) to treat
as the owner of the Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom
the Purchased Shares have been transferred in contravention of this Stock Issuance Agreement.


 


3.
Restrictive Legends. The stock certificates for the Purchased Shares shall be endorsed with one or more of the following
restrictive legends:


 


“The
shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) a “no action”
letter of the Securities and Exchange Commission with respect to such sale or offer or (c) satisfactory assurances to the Corporation
that registration under such Act is not required with respect to such sale or offer.”


 


“The
shares represented by this certificate are subject to certain rights of first refusal granted to the Corporation and accordingly
may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written
agreement dated __________ , _____ , between the Corporation and the registered holder of the shares (or the predecessor in interest
to the shares). A copy of such agreement is maintained at the Corporation’s principal corporate offices.”


 


C.
TRANSFER RESTRICTIONS


 


1.
Restriction on Transfer. Except for any Permitted Transfer, Participant shall not transfer, assign, encumber, or otherwise
dispose of any of the Purchased Shares in contravention of the First Refusal Right or the Market Stand-Off.


 


2.
Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Shares are transferred by means
of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation
that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the First


 




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Refusal
Right and (ii) the Market Stand-Off, to the same extent such shares would be so subject if retained by Participant.


 


3.
Market Stand-Off. 


 


(a)
In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation’s initial public offering, Owner shall not sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written
consent of the Corporation or its underwriters. Such restriction shall be in effect for such period of time from and after the
effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no event,
however, shall such period exceed 180 days, and the Market Stand-Off shall in no event be applicable to any underwritten public
offering effected more than two years after the effective date of the Corporation’s initial public offering.


 


(b)
Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also
subject to similar restrictions.


 


(c)
Any new, substituted, or additional securities which are by reason of any Recapitalization or Reorganization distributed with
respect to the Purchased Shares shall be immediately subject to the Market Stand-Off, to the same extent the Purchased Shares
are at such time covered by such provisions.


 


(d)
In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased
Shares until the end of the applicable stand-off period.


 


D.
SPECIAL TAX ELECTION


 


1.
Section 83(b) Election. Under Code Section 83, the excess of the Fair Market Value of the Purchased Shares on the date
any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for those shares will be reportable as
ordinary income on the lapse date. Participant may elect under Code Section 83(b) to be taxed at the time the Purchased Shares
are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election
must be filed with the Internal Revenue Service within 30 calendar days after the date of this Agreement. Even if the Fair Market
Value of the Purchased Shares on the date of this Stock Issuance Agreement equals the Purchase Price paid (and thus no tax is
payable), the election must be made to avoid adverse tax consequences in the future.


 


THE
FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT I HERETO.PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE 30 DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. 


 




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2.
FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S,
TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON HIS OR HER BEHALF. 


 


E.
GENERAL PROVISIONS


 


1.
Assignment. The Corporation may assign the First Refusal Right to any person or entity selected by the Board, including
(without limitation) one or more stockholders of the Corporation.


 


2.
At Will Employment. Nothing in this Stock Issuance Agreement or in the Plan shall confer upon Participant any right
to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly
reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.


 


3.
Notices. Any notice required to be given under this Stock Issuance Agreement shall be in writing and shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed
to the party entitled to such notice at the address indicated below such party’s signature line on this Stock Issuance Agreement
or at such other address as such party may designate by ten days advance written notice under this paragraph to all other parties
to this Stock Issuance Agreement.


 


4.
No Waiver. The failure of the Corporation in any instance to exercise the First Refusal Right shall not constitute
a waiver of any other rights of first refusal that may subsequently arise under the provisions of this Stock Issuance Agreement
or any other agreement between the Corporation and Participant. No waiver of any breach or condition of this Stock Issuance Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.


 


5.
Cancellation of Shares. If the Corporation shall make available, at the time and place and in the amount and form provided
in this Stock Issuance Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions
of this Stock Issuance Agreement, then from and after such time, the person from whom such shares are to be repurchased shall
no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance
with this Stock Issuance Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof,
and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered
as required by this Stock Issuance Agreement.


 


F.
MISCELLANEOUS PROVISIONS


 


1.
Governing Law. This Stock Issuance Agreement shall be governed by, and construed in accordance with, the laws of the
State of Wyoming without resort to that State’s conflict-of-laws rules.


 




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2.
Exclusive Jurisdiction and Venue. The Parties agree that the Courts of the County of Fulton, State of Wyoming shall
have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Stock Issuance
Agreement and the transactions contemplated herein.


 


3.
Participant Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional
documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on either Participant or the Purchased Shares pursuant to the provisions of this Stock Issuance Agreement.


 


4.
Agreement is Entire Contract. This Stock Issuance Agreement constitutes the entire contract between the parties hereto
with regard to the subject matter hereof. This Stock Issuance Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.


 


5.
Counterparts. This Stock Issuance Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument.


 


6.
Successors and Assigns. The provisions of this Stock Issuance Agreement shall inure to the benefit of, and be binding
upon, the Corporation and its successors and assigns and upon Participant, Participant’s assigns and the legal representatives,
heirs and legatees of Participant’s estate, whether or not any such person shall have become a party to this Stock Issuance
Agreement and have agreed in writing to join herein and be bound by the terms hereof.


 


[Signatures
on succeeding page.]


 




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IN
WITNESS WHEREOF, the parties have executed this Stock Issuance Agreement on the day and year first indicated above.


 


	 	VIVOS
    THERAPEUTICS, INC. 
	 	 	 
	 	By:
    	 
	 	Its:
    	 
	 	 	 
	 	 	PARTICIPANT
	 	 	 
	 	Address:
    	 
	 	 	 
	 	 	 


 


SPOUSAL
ACKNOWLEDGMENT 


 


The
undersigned spouse of Participant has read and hereby approves the foregoing Stock Issuance Agreement. In consideration of the
Corporation’s granting Participant the right to acquire the Purchased Shares in accordance with the terms of such Stock
Issuance Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Stock Issuance Agreement.


 


	 	PARTICIPANT’S
    SPOUSE 
	 	 	             
	 	Address:
    	 
	 	 	 
	 	 	 


 




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EXHIBIT
I 


 


SECTION
83(b) TAX ELECTION 


 


This
statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.


 


	(1)	The
    taxpayer who performed the services is: 


 


	 	Name:
    	 
	 	 	 
	 	Address:
    	 
	 	 	 
	 	Tax
    ID No.: 	 


 


	(2)	The
    property with respect to which the election is being made is __________ shares of the common stock of Vivos Therapeutics,
    Inc. 
	 	 
	(3)	The
    property was issued on  . 
	 	 
	(4)	The
    taxable year in which the election is being made is the calendar year _____. 
	 	 
	(5)	The
    property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original
    purchase price if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right
    will lapse in a series of annual and monthly installments over a four year period ending on _______________ , 20_____. 
	 	 
	(6)	The
    fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by
    its terms will never lapse) is $ __________ per share. 
	 	 
	(7)	The
    amount paid for such property is $ __________ per share. 
	 	 
	(8)	A
    copy of this statement was furnished to Vivos Therapeutics, Inc. for whom taxpayer rendered the services underlying the transfer
    of property. 
	 	 
	(9)	This
    statement is executed on _______________ , 20_____. 


 


	 	 	 
	Taxpayer
    	 	Spouse
    (if any) 


 


This
election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income tax returns
and must be made within 30 days after the execution date of the Stock Issuance Agreement. This filing should be made by registered
or certified mail, return receipt requested. Participant must retain two copies of the completed form for filing with his or her
Federal and state tax returns for the current tax year and an additional copy for his or her records. 


 




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EXHIBIT
II 


 


2019
STOCK OPTION AND STOCK ISSUANCE PLAN 


 




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