Exhibit
4.8


 





APPENDIX B




DEEP
GREEN WASTE & RECYCLING, INC.





2021
EQUITY INCENTIVE PLAN


 


1.
PURPOSE. The purpose of this Plan is to provide incentives to attract retain and motivate eligible persons whose presence
and potential contributions are important to the success of the Company, Subsidiaries and Affiliates that exist now or in the future,
by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms
not defined elsewhere in the text are defined in Section 28.


 


2.
SHARES SUBJECT TO THE PLAN.


 


2.1.
Number of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of
Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is Forty
Million (40,000,000) Shares.


 


2.2.
Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available
for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon
exercise of an Option or Stock Appreciation Rights (SAR) granted under this Plan but which cease to be subject to the Option for any
reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased
by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares
being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather
than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to
pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for
future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because
of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution
clause in Section 21.2 hereof.


 


2.3.
Minimum Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be
required to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4.
Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be increased
on January 1, 2022, and subsequently in each of the Ten (10) calendar years during the term of the Plan, by the lesser of (a) Three Percent
(3%) of the number of Shares issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number
of Shares determined by the Board.


 


2.5.
Limitations. No more than Forty Million (40,000,000) Shares shall be issued pursuant to the exercise of Stock Grants.


 




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2.6.
Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions
(whether in cash, Shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification, spin-off or similar change in the capital structure of the Company, without consideration, then (a) the
number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses
(a)-(c) of Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares
subject to other outstanding Awards, (d) the maximum number of Shares that may be issued as Stock Grants set forth in Section 2.5, (d)
the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3
and (e) the number of Shares that may be granted as Awards to Non-Employee Directors as set forth in Section 12, shall be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities
laws; provided that fractions of a Share will not be issued.


 


3.
ELIGIBILITY. Stock Grants may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors
and Non-Employee Directors; provided such Consultants, Directors and Non-Employee Directors render bona fide services not in connection
with the offer and sale of securities in a capital-raising transaction. No Participant will be eligible to receive an Award or Awards
for more than Six Million (6,000,000) Shares in any calendar year under this Plan.


 


4.
ADMINISTRATION.


 


4.1.
Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee
Directors. The Committee will have the authority to:


 


	 	(a)	construe
    and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;
	 	 	 
	 	(b)	prescribe,
    amend and rescind rules and regulations relating to this Plan or any Award;
	 	 	 
	 	(c)	select
    persons to receive Awards;
	 	 	 
	 	(d)	determine
    the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
    include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based
    on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding
    obligations or any other tax liability legally due and any restriction or limitation regarding any Award or the Shares relating thereto,
    based in each case on such factors as the Board or Compensation Committee will determine;


 




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	 	(e)	determine
    the number of Shares or other consideration subject to Awards;
	 	 	 
	 	(f)	determine
    the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value
    in connection with circumstances that impact the Fair Market Value, if necessary;
	 	 	 
	 	(g)	determine
    whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards
    under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate;
	 	 	 
	 	(h)	grant
    waivers of Plan or Award conditions;
	 	 	 
	 	(i)	determine
    the vesting, exercisability and payment of Awards;
	 	 	 
	 	(j)	correct
    any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;
	 	 	 
	 	(k)	determine
    whether an Award has been earned;
	 	 	 
	 	(l)	determine
    the terms and conditions of any, and to institute any Exchange Program;
	 	 	 
	 	(m)	reduce
    or waive any criteria with respect to Performance Factors;
	 	 	 
	 	(n)	adjust
    Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
    to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that such
    adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose compensation
    is subject to Section 162(m) of the Code;
	 	 	 
	 	(o)	adopt
    rules and/or procedures (including the adoption of any sub plan under this Plan) relating to the operation and administration of
    the Plan to accommodate requirements of local law and procedures outside of the United States;
	 	 	 
	 	(p)	make
    all other determinations necessary or advisable for the administration of this Plan;
	 	 	 
	 	(q)	delegate
    any of the foregoing to one or more executive officers pursuant to a specific delegation as permitted by applicable law, including
    Wyoming Business Corporation Act.; and
	 	 	 
	 	(r)	to
    exercise negative discretion on Performance Awards, reducing or eliminating the amount to be paid to Participants.


 




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4.2.
Committee Interpretation and Discretion. Any determination made by the Board or Compensation Committee with respect to any
Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan
or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any
Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant
or Company to the Board or Compensation Committee for review. The resolution of such a dispute by the Board or the Compensation Committee
shall be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority
to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and
binding on the Company and the Participant.


 


4.3.
Section 162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code, the Committee administering the Plan in accordance with the requirements of Rule
16b- 3 and Section 162(m) of the Code shall consist of at least two individuals, each of whom qualifies as (a) a Non-Employee Director
under Rule 16b-3, and (b) an “outside director” pursuant to Code Section 162(m) and the regulations issued thereunder. At
least two (or a majority if more than two then serve on the Committee) such “outside directors” shall approve the grant of
such Award and timely determine (as applicable) the Performance Period and any Performance Factors upon which vesting or settlement of
any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least
two (or a majority if more than two then serve on the Committee) such “outside directors” then serving on the Committee shall
determine and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares
subject to such Award have thereby been earned. Awards granted to Participants who are subject to Section 16 of the Exchange Act must
be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange
Act). With respect to Participants whose compensation is subject to Section 162(m) of the Code, and provided that such adjustments are
consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account
for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact
of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (a) restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to
the operations of the Company or not within the reasonable control of the Company’s management, or (c) a change in accounting standards
required by generally accepted accounting principles. The application of Rule 16b-3 and Section 162(m) shall not apply until the company
becomes a 12g reporting company and required to meet the standards.


 


4.4.
Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by,
a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 




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4.5.
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and
practices in other countries in which the Company and its Subsidiaries and Affiliates operate or have employees or other individuals
eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries and
Affiliates shall be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the
Plan, which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation
or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to
comply with applicable foreign laws, policies, customs and practices; (d) establish sub plans and modify exercise procedures and other
terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such sub plans and/or modifications
shall be attached to this Plan as appendices); provided, however, that no such sub plans and/or modifications shall increase the Share
limitations contained in Section 2.1 hereof; and (e) take any action, before or after an Award is made, that the Committee determines
to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act
or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.


 


5.
OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable.
The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive
Stock Options within the meaning of the Code (“Stock Grants”) or Nonqualified Stock Options (“NSOs”),
the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised,
and all other terms and conditions of the Option, subject to the following terms of this section.


 


5.1.
Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need
not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a)
determine the nature, length and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors
to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect
to Options that are subject to different performance goals and other criteria.


 


5.2.
Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such
Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.


 


5.3.
Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable after the expiration of five (5) years from
the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly
or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any
Parent or Subsidiary (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years
from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 




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5.4.
Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that:
(a) the Exercise Price of an Option will be not less than eighty percent (80%) of the Fair Market Value of the Shares on the date of
grant and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred percent (100%) of
the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11
and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5.
Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the
Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the
authorized third-party administrator), and (b) full payment for the Shares with respect to which the Option is exercised (together
with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and
permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant.
Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


 


5.6.
Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s
death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have
been exercisable by the Participant on the date Participant’s Service terminates no later than three (3) months after the date
Participant’s Service terminates (or such shorter time period not less than thirty (30) days or longer time period as may be determined
by the Committee, with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise
of an NSO), but in any event no later than the expiration date of the Options.


 


(a)
Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within
three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability),
then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant
on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative, or authorized
assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period not less
than six (6) months or longer time period as may be determined by the Committee), but in any event no later than the expiration date
of the Options.


 




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(b)
Disability. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s
Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s
Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee)
no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period not less than six
(6) months or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date
Participant’s Service terminates when the termination of Service is for a Disability that is not a “permanent and total disability”
as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant’s Service terminates when the
termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the
Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options.


 


(c)
Cause. If the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s date
of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event no later
than the expiration date of the Options. Unless otherwise provided in an employment agreement or Award Agreement, Cause shall have the
meaning set forth in the Plan.


 


5.7.
Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for
which it is then exercisable.


 


5.8.
Limitations on Stock Grants. With respect to Awards granted as Stock Grants, to the extent that the aggregate Fair Market
Value of the Shares with respect to which such Stock Grants are exercisable for the first time by the Participant during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will
be treated as NSOs. For purposes of this Section 5.8, Stock Grants will be taken into account in the order in which they were granted.
The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event
that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the
Fair Market Value of Shares permitted to be subject to Stock Grants, such different limit will be automatically incorporated herein and
will apply to any Options granted after the effective date of such amendment.


 


5.9.
Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant
of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair
any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or
otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice
to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants;
provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken
to reduce the Exercise Price.


 




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5.10.
No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to Stock Grants will
be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this
Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the
Code.


 


6.
RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant,
or Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom
an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares
will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.1.
Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.
Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to
the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was
delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted
Stock Award will terminate, unless the Committee determines otherwise.


 


6.2.
Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair
Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section
11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


6.3.
Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose
or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon
completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement.
Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any;
and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may
participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different
performance goals and other criteria.


 


6.4.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 




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7.
STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services
to be rendered or for past Services already rendered to the Company or any Parent, Subsidiary or Affiliate. All Stock Bonus Awards shall
be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus
Award.


 


7.1.
Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock
Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with
the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance
in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine the
nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to
be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods
may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance
Periods and different performance goals and other criteria.


 


7.2.
Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on
the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of
the Committee.


 


7.3.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


8.
STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee,
Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the
difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with
respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement).
All SARs shall be made pursuant to an Award Agreement.


 


8.1.
Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares
subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed
on settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the
SAR will be determined by the Committee when the SAR is granted and may not be less than Fair Market Value. A SAR may be awarded upon
satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the
nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used
to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs
that are subject to different Performance Factors and other criteria.


 




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8.2.
Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined
by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided
that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide
for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment
during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares
subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases
on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the
rules of Section 5.6 also will apply to SARs.


 


8.3.
Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount
determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price;
times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company
for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled
may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided
that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


8.4.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


9.
RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant,
or Director covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted
Stock). All RSUs shall be made pursuant to an Award Agreement.


 


9.1.
Terms of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject
to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d)
the effect of the Participant’s termination of Service on each RSU; provided that no RSU shall have a term longer than ten (10)
years. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as
are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors,
then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among
the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU.
Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance
Periods and different performance goals and other criteria.


 


9.2.
Form and Timing of Settlement. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by
the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or
a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned
provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 




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9.3.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


10.
PERFORMANCE AWARDS. A Performance Award is an award to an eligible Employee, Consultant, or Director of a cash bonus or an
award of Performance Shares or Performance Units denominated in Shares that may be settled in cash, or by issuance of those Shares (which
may consist of Restricted Stock). Grants of Performance Awards shall be made pursuant to an Award Agreement.


 


10.1.
Types of Performance Awards. Performance Awards shall include Performance Shares, Performance Units, and cash-based Awards
as set forth in Sections 10.1(a), 10.1(b), and 10.1(c) below.


 


(a)
Performance Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares
are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares
shall consist of a unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery
of Shares or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without
limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the
Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may
be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.


 


(b)
Performance Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are
to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall
consist of a unit valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant
by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination
thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.


 


(c)
Cash-Settled Performance Awards. The Committee may also grant cash-settled Performance Awards to Participants under the terms
of this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are
established by the Committee for the relevant performance period.


 




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10.2.
Terms of Performance Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance
Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance
Shares; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance
Shares shall be settled; (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination
of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine
the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used; and (z) determine
the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant. Prior to settlement the Committee shall determine the extent to which Performance
Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance
Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible
to receive more than Five Hundred Thousand ($500,000) in Performance Awards in any calendar year under this Plan.


 


10.3.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


11.
PAYMENT FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or
by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise
set forth in the applicable Award Agreement):


 


(a)
by cancellation of indebtedness of the Company to the Participant;


 


(b)
by surrender of Shares held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Award will be exercised or settled;


 


(c)
by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary;


 


(d)
by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the
Company in connection with the Plan;


 


(e)
by any combination of the foregoing; or


 


(f)
by any other method of payment as is permitted by applicable law.


 




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12.
GRANTS TO NON-EMPLOYEE DIRECTORS. Non-Employee Directors are eligible to receive any type of Award offered under this Plan
except Stock Grants. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from
time to time as determined in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee
Director pursuant to this Section 12 in any calendar year shall not exceed Two Million (2,000,000) Shares.


 


12.1.
Eligibility. Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who
is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.2.
Vesting, Exercisability and Settlement. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled
as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less
than the Fair Market Value of the Shares at the time that such Option or SAR is granted.


 


12.3.
Election to receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments
and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards
shall be issued under the Plan. An election under this Section 12.3 shall be filed with the Company on the form prescribed by the Company.


 


13.
WITHHOLDING TAXES.


 


13.1.
Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs,
the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary or Affiliate employing the Participant,
as applicable, an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or
any other tax or social insurance liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or
settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will
be net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax or social insurance
requirements or any other tax liability legally due from the Participant. Unless otherwise determined by the Committee, the Fair Market
Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares will be valued based
on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day.


 


13.2.
Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant
to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy
such tax withholding obligation or any other tax liability legally due from the Participant, in whole or in part by (without limitation)
(a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld, (c) delivering to the Company already-owned Shares having a Fair Market Value equal
to the minimum amount required to be withheld or (d) withholding from the proceeds of the sale of otherwise deliverable Shares acquired
pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company for the minimum amount required
to be withheld.


 




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14.
TRANSFERABILITY.


 


14.1.
Transfer Generally. Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the
Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which
the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted
Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable:
(a) during the Participant’s lifetime only by (i) the Participant, or (ii) the Participant’s guardian or legal representative;
(b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case
of all awards except Stock Grants, by a Permitted Transferee.


 


14.2.
Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority
to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall
have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program,
including (but not limited to) the authority to (a) amend (including to extend) the expiration date, post-termination exercise period
and/or forfeiture conditions of any such Award, (b) amend or remove any provisions of the Award relating to the Award holder’s
continued Service to the Company or its Parent, Subsidiary or Affiliate, (c) amend the permissible payment methods with respect to the
exercise or purchase of any such Award,


(d)
amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award,
and (e) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion.


 


15.
PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1.
Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares
are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent
Rights shall be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide
that any Dividend Equivalent Rights permitted by an applicable Award Agreement shall be deemed to have been reinvested in additional
Shares or otherwise reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights
of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid
with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change
in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided,
further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares
that are repurchased at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2. The Committee,
in its discretion, may provide in the Award Agreement evidencing any Award that the Participant shall be entitled to Dividend Equivalent
Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award
is granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or
settled or the date on which it is forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant in the form
of additional whole Shares as of the date of payment of such cash dividends on Shares.


 




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15.2.
Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right
to repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following
such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the
Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this
Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the
case may be.


 


16.
CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such
stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under
any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities
law restrictions to which the Shares are subject.


 


17.
ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant
to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have
lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this
Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment
of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will
have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or
other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released
from the pledge on a pro rata basis as the promissory note is paid.


 


18.
REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or SARs
(and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants
is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing),
and (b) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash or issue
new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


19.
SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all
applicable U.S. and foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in
this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines
to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with
the registration, qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange
or automated quotation system, and the Company will have no liability for any inability or failure to do so.


 




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20.
NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary
or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment
or other relationship at any time.


 


21.
CORPORATE TRANSACTIONS.


 


21.1.
Assumption or Replacement of Awards by Successor. In the event that the Company is subject to a Corporate Transaction, outstanding
Awards acquired under the Plan shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding
Awards in an identical manner. Such agreement, without the Participant’s consent, may provide for one or more of the following
with respect to all outstanding Awards as of the effective date of such Corporate Transaction:


 


(a)
The continuation of an outstanding Award by the Company (if the Company is the successor entity).


 


(b)
The assumption of an outstanding Award by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents,
if any), which assumption, will be binding on all selected Participants; provided that the exercise price and the number and nature of
shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code,
will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.


 


(c)
The substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards
with substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable
upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted
appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).


 


(d)
The full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Award and lapse of the Company’s
right to repurchase or re-acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares acquired under
an Award.


 




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(e)
The settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or
securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation
of such Awards; provided however, that such Award may be cancelled if such Award has no value, as determined by the Committee, in its
discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates
the Award would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued
service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would
have become vested or exercisable. For purposes of this Section 21.1(e), the Fair Market Value of any security shall be determined without
regard to any vesting conditions that may apply to such security.


 


(f)
The cancellation of outstanding Awards in exchange for no consideration.


 


The
Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such
successor or acquiring corporation. In the event a successor or acquiring corporation (if any) refuses to assume, convert, replace or
substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the
contrary, such Awards shall have their vesting accelerate as to all shares subject to such Awards (and any applicable right of repurchase
fully lapse) immediately prior to the Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will
notify the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee
in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate
Transaction.


 


21.2.
Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted
by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under
this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if
the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible
if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and
conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and
the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section
424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such
new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not reduce the number of Shares authorized
for grant under the Plan or authorized for grant to a Participant in a calendar year.


 


21.3.
Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction,
the vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable)
in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 




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22.
ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent
with applicable laws, within twelve


(12)
months before or after the date this Plan is adopted by the Board.


 


23.
TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective
Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall
be governed by and construed in accordance with the laws of the State of Wyoming (excluding its conflict of law rules).


 


24.
AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without
limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however,
that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder
approval; provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the
time such Award was granted. No termination or amendment of the Plan shall affect any then-outstanding Award unless expressly provided
by the Committee. In any event, no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding
Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation
or rule.


 


25.
NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders
of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to
adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards
and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


26.
INSIDER TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time
to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


27.
ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, shall be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other service with the Company that is applicable to executive officers, employees, directors or other service providers
of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of
outstanding Awards and the recoupment of any gains realized with respect to Awards.


 




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28.
DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


28.1.
“Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common
control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by
the Committee, whether now or hereafter existing.


 


28.2.
“Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation
Right, Restricted Stock Unit or award of Performance Shares.


 


28.3.
“Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company
and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S.
Participants, which shall be in substantially a form (which need not be the same for each Participant) that the Committee (or in the
case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will
comply with and be subject to the terms and conditions of this Plan.


 


28.4.
“Award Transfer Program” means any program instituted by the Committee which would permit Participants
the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


28.5.
“Board” means the Board of Directors of the Company.


 


28.6.
“Cause” means Termination because of (a) Participant’s unauthorized misuse of the Company’s
trade secrets or proprietary information, (b) Participant’s conviction of or plea of nolo contendere to a felony or a crime involving
moral turpitude, (c) Participant’s committing an act of fraud against the Company or (d) Participant’s gross negligence or
willful misconduct in the performance of his or her duties that has had or will have a material adverse effect on the Company’s
reputation or business. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the
Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability
to terminate a Participant’s employment or consulting relationship at any time as provided in Section 20 above, and the term “Company”
will be interpreted to include any Parent, Subsidiary or Affiliate, as appropriate. Notwithstanding the foregoing, the foregoing definition
of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with
any Participant, provided that such document supersedes the definition provided in this Section 28.6.


 


28.7.
“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.


 


28.8.
“Committee” means the Compensation Committee of the Board or those persons to whom administration of the
Plan, or part of the Plan, has been delegated as permitted by law.


 


28.9.
“Common Stock” means the common stock of the Company.


 


28.10.
“Company” means Deep Green Waste & Recycling, Inc. or any successor corporation.


 




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28.11.
“Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company
or a Parent, Subsidiary or Affiliate to render services to such entity.


 


28.12.
“Corporate Transaction” means the occurrence of any of the following events: (a) any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total
voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this subclause
(a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting
power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition
by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company
or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies
as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their
equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of
the Company) or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of
the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered
to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code)
would become payable under this Plan by reason of a Corporate Transaction, such amount shall become payable only if the event constituting
a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership
of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may
be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated
thereunder from time to time.


 


28.13.
“Director” means a member of the Board.


 


28.14.
“Disability” means in the case of incentive stock options, total and permanent disability as defined in
Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months.


 




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28.15.
“Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee
or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock or
other property dividends in amounts equal equivalent to cash, stock or other property dividends for each Share represented by an Award
held by such Participant.


 


28.16.
“Effective Date” means the day immediately prior to the date of the underwritten initial public offering
of the Company’s Common Stock pursuant to a registration statement that is declared effective by the SEC.


 


28.17.
“Employee” means any person, including Officers and Directors, providing services as an employee to the
Company or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will
be sufficient to constitute “employment” by the Company.


 


28.18.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.


 


28.19.
“Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled
or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding
Award is increased or reduced.


 


28.20.
“Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares
issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


28.21.
“Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined
as follows:


 


(a)
if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal or such other source as the Committee deems reliable;


 


(b)
if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as
the Committee deems reliable;


 


(c)
in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common Stock
are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s
Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or


 


(d)
if none of the foregoing is applicable, by the Board or the Committee in good faith.


 


28.22.
“Insider” means an officer or director of the Company or any other person whose transactions in the Company’s
Common Stock are subject to Section 16 of the Exchange Act.


 




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28.23.
“IRS” means the United States Internal Revenue Service.


 


28.24.
“Non-Employee Director” means a Director who is not an Employee of the Company or any Parent, Subsidiary
or Affiliate.


 


28.25.
“Option” means an award of an option to purchase Shares pursuant to Section 5.


 


28.26.
“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with
the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


28.27.
“Participant” means a person who holds an Award under this Plan.


 


28.28.
“Performance Award” means cash or Shares granted pursuant to Section 10 or Section 12 of the Plan.


 


28.29.
“Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement,
from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole
or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured,
to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established
by the Committee with respect to applicable Awards have been satisfied:


 


(a)
Profit Before Tax;


 


(b)
Billings;


 


(c)
Revenue;


 


(d)
Net revenue;


 


(e)
Earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses,
depreciation and amortization);


 


(f)
Operating income;


 


(g)
Operating margin;


 


(h)
Operating profit;


 


(i)
Controllable operating profit, or net operating profit;


 


(j)
Net Profit;


 


(k)
Gross margin;


 


(l)
Operating expenses or operating expenses as a percentage of revenue;


 




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(m)
Net income;


 


(n)
Earnings per share;


 


(o)
Total stockholder return;


 


(p)
Market share;


 


(q)
Return on assets or net assets;


 


(r)
The Company’s stock price;


 


(s)
Growth in stockholder value relative to a pre-determined index;


 


(t)
Return on equity;


 


(u)
Return on invested capital;


 


(v)
Cash Flow (including free cash flow or operating cash flows)


 


(w)
Cash conversion cycle;


 


(x)
Economic value added;


 


(y)
Individual confidential business objectives;


 


(z)
Contract awards or backlog;


 


(aa)
Overhead or other expense reduction;


 


(bb)
Credit rating;


 


(cc)
Strategic plan development and implementation;


 


(dd)
Succession plan development and implementation;


 


(ee)
Improvement in workforce diversity;


 


(ff)
Customer indicators and/or satisfaction;


 


(gg)
New product invention or innovation;


 


(hh)
Attainment of research and development milestones;


 


(ii)
Improvements in productivity; (jj) Bookings;


 


(kk)
Attainment of objective operating goals and employee metrics;


 




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(ll)
Sales;


 


(mm)
Expenses;


 


(nn)
Balance of cash, cash equivalents and marketable securities;


 


(oo)
Completion of an identified special project;


 


(pp)
Completion of a joint venture or other corporate transaction;


 


(qq)
Employee satisfaction and/or retention;


 


(rr)
Research and development expenses;


 


(ss)
Working capital targets and changes in working capital; and


 


(tt)
(Any other metric that is capable of measurement as determined by the Committee.


 


The
Committee may, in recognition of unusual or non-recurring items such as acquisition- related activities or changes in applicable accounting
rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s
original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee
to make or not make any such equitable adjustments.


 


28.30.
“Performance Period” means one or more periods of time, which may be of varying and overlapping durations,
as the Committee may select, over which the attainment of one or more Performance Factors will be measured for the purpose of determining
a Participant’s right to, and the payment of, a Performance Award.


 


28.31.
“Performance Share” means an Award granted pursuant to Section 10 or Section 12 of the Plan, the payment
of which is contingent upon achieving certain performance goals established by the Committee.


 


28.32.
“Performance Unit” means a right granted to a Participant pursuant to Section 10 or Section 12, to receive
Shares, the payment of which is contingent upon achieving certain performance goals established by the Committee.


 


28.33.
“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in- law, daughter-in-law, brother-in-law, or sister-in-law (including
adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust
in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee)
control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.


 


28.34.
“Plan” means this Deep Green Waste & Recycling, Inc. 2021 Equity Incentive Plan.


 




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28.35.
“Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired
upon exercise of an Option or SAR.


 


28.36.
“Restricted Stock Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued
pursuant to the early exercise of an Option.


 


28.37.
“Restricted Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


28.38.
“SEC” means the United States Securities and Exchange Commission.


 


28.39.
“Securities Act” means the United States Securities Act of 1933, as amended.


 


28.40.
“Service” shall mean service as an Employee, Consultant, Director or Non-Employee Director, to the Company
or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement.
An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any other
leave of absence approved by the Company; provided, that such leave is for a period of not more than 90 days unless reemployment
upon the expiration of such leave is guaranteed by contract or statute. Notwithstanding anything to the contrary, an Employee will not
be deemed to have ceased to provide Service if a formal policy adopted from time to time by the Company and issued and promulgated to
employees in writing provides otherwise. In the case of any Employee on an approved leave of absence or a reduction in hours worked (for
illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such provisions respecting
suspension or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate
or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration
of the term set forth in the applicable Award Agreement. In the event of military or other protected leave, if required by applicable
laws, vesting shall continue for the longest period that vesting continues under any other statutory or Company approved leave of absence
and, upon a Participant’s returning from military leave, he or she shall be given vesting credit with respect to Awards to the
same extent as would have applied had the Participant continued to provide Service to the Company throughout the leave on the same terms
as he or she was providing Service immediately prior to such leave. An employee shall have terminated employment as of the date he or
she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid)
and employment shall not be extended by any notice period or garden leave mandated by local law, provided however, that a change
in status from an employee to a consultant or advisor shall not terminate the service provider’s Service, unless determined by
the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service
and the effective date on which the Participant ceased to provide Service.


 


28.41.
“Shares” means shares of Common Stock and the common stock of any successor entity.


 


28.42.
“Stock Appreciation Right” means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


28.43.
 “Stock Bonus” means an Award granted pursuant to Section 7 or Section 12 of the Plan.


 


28.44.
“Subsidiary” means any corporation (other than the Company) in an unbroken chain


of
corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in
such chain.


 


28.45.
“Treasury Regulations” means regulations promulgated by the United States Treasury Department.


 


28.46.
“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor
of the Company (or any successor thereto).


 




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