Exhibit 10.2


 


UNITED ROYALE HOLDINGS CORP.


2021 INCENTIVE STOCK OPTION PLAN


 


SECTION 1. PURPOSE


 


The purpose of this United Royale Holdings Corp.
2021 Incentive Stock Option Plan (the “Plan”) is to attract, retain, and motivate employees, officers, directors, consultants,
agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a
proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s stockholders.


 


SECTION 2. DEFINITIONS


 


Certain capitalized terms used in the Plan have
the meanings set forth in Appendix A


 


SECTION 3. ADMINISTRATION


 


3.1 Administration of the Plan.


 


The Plan shall be administered by the Compensation
Committee or, in the Board’s sole discretion, the Board. The Compensation Committee shall be composed of two or more directors,
each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any
successor definition adopted by the Securities and Exchange Commission. As used in this Plan, the term “Compensation Committee”
shall be construed as if followed by the words “(if any);” and nothing in this Plan requires the Board to have a Compensation
Committee.


 


3.2 Delegation.


 


Notwithstanding the foregoing, the Compensation
Committee, or if no Compensation Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees
of one or more members of the Board. The Committee shall have the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. Members of any Committee shall serve for such term as the Board may determine, subject
to removal by the Board at any time. The Board may abolish the Committee at any time and revest in the Board the administration of the
Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase
or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in
substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority
of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or
not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall
be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such
rules and regulations for the conduct of its business as it may determine to be advisable. To the extent consistent with applicable law,
the Board or the Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons,
within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have
or obtain authority to grant Awards to himself or herself or to any person then subject to Section 16 of the Exchange Act. All references
in the Plan to the “Committee” shall be, as applicable, to the Board, the Compensation Committee or any other committee or
any officer to whom the Board or the Compensation Committee has delegated authority to administer the Plan.


 


 


 






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3.3 Administration and Interpretation
by Committee.


 


(a) Except for the terms
and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and
exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time
be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time
to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Participant under the Plan; (iii)
determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions
of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to
what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended;
(vii) determine whether, to what extent and under what circumstances cash, shares of stock, other property and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the Participant; (viii) interpret and administer
the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules
and regulations as it shall deem appropriate for the proper administration of the Plan; (x) delegate ministerial duties to such of the
Company’s employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan.


 


(b) The Committee shall have
the right, without stockholder approval, to cancel or amend outstanding Options or SARs for the purpose of repricing, replacing or regranting
such Options or SARs with Options or SARs that have a purchase or grant price that is less than the purchase or grant price for the original
Options or SARs except in connection with adjustments provided in Section 15.


 


(c) The effect on the vesting
of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be determined by the Company’s
chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Committee,
whose determination shall be final.


 


(d) Decisions of the Committee
shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any Eligible Person.
A majority of the members of the Committee may determine its actions.


 


SECTION 4. SHARES SUBJECT TO THE PLAN


 


4.1 Authorized Number of Shares.


 


Subject to adjustment from time to time as provided
in Section 15.1, the maximum number of shares of Common Stock that shall be available for issuance under the Plan shall be equal to fifteen
percent (15%) of the Company’s issued and outstanding Common Stock at any given time. Shares issued under the Plan shall be drawn
from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.


 


4.2 Share Usage.


 


(a) Shares of stock covered
by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses,
expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of stock are issued under the Plan to a Participant
and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired
shares shall again be available for issuance under the Plan. Any shares of stock (i) tendered by a Participant or retained by the Company
as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection
with an Award, or (ii) covered by an Award that is settled in cash, or in a manner such that some or all of the shares of stock covered
by the Award are not issued, shall be available for Awards under the Plan. The number of shares of stock available for issuance under
the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock
or credited as additional shares of stock subject or paid with respect to an Award.


 


 


 






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(b) The Committee shall also,
without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or
due under other compensation plans or arrangements of the Company.


 


(c) Notwithstanding anything
in the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number
of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under
one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by the
Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to holders of common stock of the entities that are parties to such acquisition or combination) may be used for Awards under
the Plan and shall not reduce the number of shares of stock authorized for issuance under the Plan; provided, however, that Awards using
such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans,
absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a
Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity
pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions
of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be
the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under
the Exchange Act, and the persons holding such awards shall be deemed to be Participants.


 


(d) Notwithstanding the other
provisions in this Section 4.2, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal
the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1.


 


SECTION 5. ELIGIBILITY


 


An Award may be granted to any employee, officer
or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant,
agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection
with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote
or maintain a market for the Company’s securities.


 


SECTION 6. AWARDS


 


6.1 Form, Grant and Settlement of Awards.


 


The Committee shall have the authority, in its
sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in
addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies
as the Committee shall determine.


 


6.2 Evidence of Awards.


 


Awards granted under the Plan shall be evidenced
by a written document, including an electronic, notice or agreement that shall contain such terms, conditions, limitations and restrictions
as the Committee shall deem advisable and that are not inconsistent with the Plan.


 


6.3 Deferrals.


 


The Committee may permit or require a Participant
to defer receipt of the payment of any Award if and to the extent set forth in the instrument evidencing the Award at the time of grant.
If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for
such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend
equivalents, including converting such credits to deferred stock unit equivalents; provided, however, that the terms of any deferrals
under this Section 6.3 shall comply with all applicable law, rules and regulations, including, without limitation, Section 409A of the
Code.


 


 


 






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6.4 Dividends and Distributions.


 


Participants may, if and to the extent the Committee
so determines and sets forth in the instrument evidencing the Award at the time of grant, be credited with dividends paid with respect
to shares of stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions
to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the
form of payment of dividends or dividend equivalents, including cash, shares of stock, Restricted Stock or Stock Units.


 


SECTION 7. OPTIONS


 


7.1 Grant of Options.


 


The Committee may grant Options designated as
Incentive Stock Options or Nonqualified Stock Options.


 


7.2 Option Exercise Price.


 


The exercise price for shares purchased under
an Option shall be at least 100% of the Fair Market Value on the Grant Date (and shall not be less than the minimum exercise price required
by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards. Notwithstanding the foregoing,
a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A
of the Code.


 


7.3 Term of Options.


 


Subject to earlier termination in accordance
with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten (10) years from the Grant
Date.


 


7.4 Exercise of Options.


 


The Committee shall establish and set forth in
each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable,
any of which provisions may be waived or modified by the Committee at any time.


 


To the extent an Option has vested and become
exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company
of a properly executed Notice of Exercise in accordance with procedures established by the Board or Committee, setting forth the number
of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement,
if any, and such representations and agreements as may be required by the Board or Committee, accompanied by payment in full as described
in Sections 7.5 and 13. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of
shares at any one time, as determined by the Committee.


 


 


 






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7.5 Payment of Exercise Price.


 


The exercise price for shares purchased under
an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the
number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a
form or a combination of forms acceptable to the Committee for that purchase, which forms may include:


 


(a) cash;


 


(b) by certified or bank
check;


 


(c) having the Company withhold
shares of stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate
exercise price of the shares being purchased under the Option;


 


(d) tendering (either actually
or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock
owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased
under the Option;


 


(e) so long as the Common
Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed
exercise notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly
to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in
connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or


 


(f) such other consideration
as the Committee may permit.


 


7.6 Effect of Termination of Service.


 


In the event a Participant’s
service with this Company is terminated, the Option shall be exercisable according to the following terms and conditions, which may be
waived or modified by the Board or Committee at any time:


 


(a) Any portion of an Option
that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date.


 


(b) Any portion of an Option
that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on the earliest to occur of:


 


(i) if the Participant’s
Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such
Termination of Service;


 


(ii) if the Participant’s
Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service;
and


 


(iii) the Option Expiration
Date.


 


Notwithstanding the foregoing,
if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option
that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (a) the Option Expiration
Date and (b) the one-year anniversary of the date of death, unless the Committee determines otherwise.


 


 


 






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Also notwithstanding the
foregoing, in case a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant (vested or unvested)
shall automatically expire upon first notification to the Participant of such termination, unless the Committee determines otherwise.
If a Participant’s employment or service relationship with the Company is suspended pending an investigation of whether the Participant
shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation.
If any facts that would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option
then held by the Participant may be immediately terminated by the Committee, in its sole discretion.


 


(c) If the exercise of the
Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely
because the issuance of stock would violate either the registration requirements under the Securities Act or the Company’s insider
trading policy, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date and (ii) the expiration
of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s
Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider trading policy
requirements.


 


Notwithstanding the foregoing,
if a Participant does not exercise his or her vested Option on or before the date (i) ninety (90) days following the Termination of Service
or (ii) twelve (12) months following Termination of Service due to Disability or death (in case of death, exercise may be by Participant’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the
Option upon Participant’s death), Participant’s Option will not qualify as an Incentive Stock Option and will be treated
and taxed as a Nonqualified Stock Option.


 


7.7 Repurchase and Forfeiture Restrictions.


 


Options (and any compensation paid or shares
issued under the Options) are subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection
Act and any implementing regulations thereunder, any clawback policy adopted by the Company, and any compensation recovery policy otherwise
required by applicable law. Notwithstanding anything to the contrary contained herein, the Committee may, in its sole discretion, provide
in an Award Agreement or otherwise that the Committee may cancel such Award if the Participant has engaged in or engages in any Detrimental
Activity. The Committee may, in its sole discretion, also provide in an Award Agreement or otherwise that (i) if the Participant has
engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement
of any Award, and must repay the gain to the Company and (ii) if the Participant receives any amount in excess of what the Participant
should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement,
mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the
Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent
necessary to comply with applicable laws.


 


SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS


 


Notwithstanding any other provisions of the Plan,
the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any
successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:


 


8.1 Dollar Limitation.


 


To the extent the aggregate Fair Market Value
(determined as of the Grant Date) of stock with respect to which a Participant’s Incentive Stock Options become exercisable for
the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary
corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the
Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall
be applied on the basis of the order in which such Options are granted.


 


8.2 Eligible Employees.


 


Individuals who are not employees of the Company
or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.


 


 


 






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8.3 Exercise Price.


 


The exercise price of an Incentive Stock Option
shall be at least 100% of the Fair Market Value of the Stock on the Grant Date, and in the case of an Incentive Stock Option granted
to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent
or subsidiary corporations (a “Ten Percent Stockholder”), shall not be less than 110% of the Fair Market Value of the Stock
on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.


 


8.4 Option Term.


 


Subject to earlier termination in accordance
with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten
years, and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.


 


8.5 Exercisability.


 


An Option designated as an Incentive Stock Option
shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms
of the Option) (a) more than three (3) months after the date of a Participant’s Termination of Service if termination was for reasons
other than death or disability, (b) more than one (1) year after the date of a Participant’s Termination of Service if termination
was by reason of disability, or (c) after the Participant has been on leave of absence for more than ninety (90) days, unless the Participant’s
reemployment rights are guaranteed by statute or contract.


 


8.6 Taxation of Incentive Stock Options.


 


In order to obtain certain tax benefits afforded
to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two (2) years after the Grant Date and one (1) year after the date of exercise.


 


A Participant may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


8.7 Code Definitions.


 


For the purposes of this Section 8 “disability,”
“parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes
of Section 422 of the Code.


 


SECTION 9. STOCK APPRECIATION RIGHTS


 


9.1 Grant of Stock Appreciation Rights.


 


The Committee may grant Stock Appreciation Rights
to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted
in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price
of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth
in Section 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion;
provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR,
the maximum term of a freestanding SAR shall be ten (10) years, and in the case of a tandem SAR, (a) the term shall not exceed the term
of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender
of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect
to the shares for which its related Option is then exercisable.


 


 


 






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9.2 Payment of SAR Amount.


 


Upon the exercise of an SAR, a Participant shall
be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common
Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised.
At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in
cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.


 


9.3 Waiver of Restrictions.


 


Subject to Section 18.5, the Committee, in its
sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms
and conditions as the Committee shall deem appropriate.


 


SECTION 10. STOCK AWARDS, RESTRICTED STOCK
AND STOCK UNITS


 


10.1 Grant of Stock Awards, Restricted
Stock and Stock Units.


 


The Committee may grant Stock Awards, Restricted
Stock, and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based
on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine
in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.


 


10.2 Vesting of Restricted Stock and
Stock Units.


 


Upon the satisfaction of any terms, conditions
and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions
and restrictions of Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13, (a)
the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b)
Stock Units shall be paid in shares of stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash
and shares of stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.


 


10.3 Waiver of Restrictions.


 


Subject to Section 18.5, the Committee, in its
sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock
or Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.


 


SECTION 11. PERFORMANCE AWARDS


 


11.1 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
of stock, the value of which may be paid to the Participant by delivery of shares of stock or, if set forth in the instrument evidencing
the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of stock, 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. Subject to Section 18.5, 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.


 


 


 






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11.2 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 of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, shares of Common Stock, 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. Subject to Section 18.5, the amount
to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine
in its sole discretion.


 


SECTION 12. OTHER STOCK OR CASH-BASED AWARDS


 


Subject to the terms of the Plan and such other
terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of stock
under the Plan.


 


SECTION 13. WITHHOLDING


 


The Company may require the Participant to pay
to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold
with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the
Participant to the Company or to any Related Company (“other obligations”). The Company shall not be required to issue any
shares of stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.


 


The Committee may permit or require a Participant
to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to the Company,
(b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c)
having the Company withhold a number of shares of stock that would otherwise be issued to the Participant (or become vested, in the case
of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (d) surrendering a
number of shares of stock the Participant already owns having a value equal to the tax withholding obligations and other obligations.
The value of the shares so withheld or tendered may not exceed the employer’s minimum required tax withholding rate.


 


SECTION 14. ASSIGNABILITY


 


No Award or interest in an Award may be sold,
assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred
by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and
distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the
Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be
exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Committee,
in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee
shall specify.


 


SECTION 15. ADJUSTMENTS


 


15.1 Adjustment of Shares.


 


In the event, at any time or from time to time,
a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to
stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a)
the outstanding shares of stock, or any securities exchanged therefor or received in their place, being exchanged for a different number
or kind of securities of the Company or (b) new, different or additional securities of the Company or any other company being received
by the holders of shares of stock, then the Committee shall make proportional adjustments in (i) the maximum number and kind of securities
available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth
in Section 4.2; and (iii) the number and kind of securities that are subject to any outstanding Award and the per share price of such
securities, without any change in the aggregate price to be paid therefor. The determination by the Committee, as to the terms of any
of the foregoing adjustments shall be conclusive and binding.


 


 


 






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Notwithstanding the foregoing, the issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for
labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company
or a Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.


 


15.2 Dissolution or Liquidation.


 


To the extent not previously exercised or settled,
and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution
or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has
not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.


 


15.3 Change in Control.


 


Notwithstanding any other provision of the Plan
to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services
or other agreement between the Participant and the Company or a Related Company, in the event of a Change in Control:


 


(a) All outstanding Awards,
other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and all applicable deferral and
restriction limitations or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the effective
time of the Change in Control; provided, however, that with respect to a Change in Control that is a Company Transaction, such Awards
shall become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions shall
lapse, only if and to the extent such Awards are not converted, assumed or replaced by the Successor Company.


 


For the purposes of this Section 15.3(a), an
Award shall be considered converted, assumed or replaced by the Successor Company if following the Company Transaction the option or
right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Company
Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of
Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received
in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor
Company, provide for the consideration to be received upon the exercise of the Option, for each share of stock subject thereto, to be
solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders
of stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee,
and its determination shall be conclusive and binding.


 


(b) All Performance Shares
or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred shall be payable in full
at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance
Shares or Performance Units (including any applicable performance period) for which the payout level has not been determined shall be
prorated at the target payout level up to and including the date of such Change in Control and shall be payable in full at the target
level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions
not waived by the Committee in its sole discretion shall remain in effect.


 


(c) Notwithstanding Sections
15.3(a) and 15.3(b), the Committee, in its sole discretion, may (unless otherwise provided in the instrument evidencing the Award or
in a written employment, services or other agreement between the Participant and the Company or a Related Company) instead provide in
the event of a Change in Control that is a Company Transaction (i) for adjustments to the Plan and outstanding Awards as contemplated
by Section 15.1 or (ii) that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction
and that such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of
the per share consideration received by holders Stock in the Company Transaction, or, if the Company Transaction is a sale of assets
or otherwise does not result in direct receipt of consideration by holders of stock, the value of the deemed per share consideration
received, in each case as determined by the Committee in its sole discretion, multiplied by the number of shares of stock subject to
such outstanding Awards (to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the
Committee in its sole discretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.


 


 


 






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15.4 Further Adjustment of Awards.


 


Subject to Sections 15.2 and 15.3, the Committee
shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or
change in control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable
with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type,
terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise,
lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories
of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action
relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution
or change in control that is the reason for such action.


 


15.5 No Limitations.


 


The grant of Awards shall in no way affect the
Company’s right 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.


 


15.6 Fractional Shares.


 


In the event of any adjustment in the number
of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.


 


15.7 Section 409A of the Code.


 


Notwithstanding anything in this Plan to the
contrary, (a) any adjustments made pursuant to this Section 15 or any other amendments to Awards that are considered “deferred
compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A
of the Code and (b) any adjustments made pursuant to this Section 15 or any other amendments to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment or amendment
the Awards either (i) continue not to be subject to Section 409A of the Code or (ii) comply with the requirements of Section 409A of
the Code.


 


SECTION 16. MARKET STANDOFF


 


In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, no person may
sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for
value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted
under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period
of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) 180
days after the effective date of the registration statement for such public offering or (b) such longer period requested by the underwriter
as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, NYSE Rule
472 or NASD Conduct Rule 2711).


 


In the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected
as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with respect
to any shares issued as or pursuant to an Award under the Plan shall be immediately subject to the provisions of this Section 16, to
the same extent such shares are at such time covered by such provisions.


 


In order to enforce the limitations of this Section
16, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.


 


 


 






    	 	11	 



     


    

 


SECTION 17. AMENDMENT AND TERMINATION


 


17.1 Amendment, Suspension or Termination.


 


The Board or the Compensation Committee may amend,
suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however,
that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment
to the Plan; and provided, further, that any amendment that requires stockholder approval may be made only by the Board and not by the
Compensation Committee. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.


 


17.2 Term of the Plan.


 


Unless sooner terminated as provided herein,
the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards
previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the later of: (a) the adoption
of the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for
purposes of Section 422 of the Code.


 


17.3 Consent of Participant.


 


The amendment, suspension or termination of the
Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely
affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing,
any adjustments made pursuant to Section 15 shall not be subject to these restrictions.


 


SECTION 18. GENERAL


 


18.1 No Individual Rights.


 


No individual or Participant shall have any claim
to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.


 


Furthermore, nothing in the Plan or any Award
granted under the Plan shall be deemed to constitute an employment contract or 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 Related Company or limit in any way the
right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or
without cause.


 


18.2 Issuance of Shares.


 


Notwithstanding any other provision of the Plan,
the Company shall have no obligation to issue or deliver any shares of stock under the Plan or make any other distribution of benefits
under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable
laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the
applicable requirements of any securities exchange or similar entity.


 


 


 






    	 	12	 



     


    

 


The Company shall be under no obligation to any
Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under
the laws of any state or foreign jurisdiction, any shares of stock, security or interest in a security paid or issued under, or created
by, the Plan, or to continue in effect any such registrations or qualifications if made.


 


As a condition to the exercise of an Option or
any other receipt of stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant
at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account
and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may
from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer
order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such
shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel (satisfactory to the Company, in its sole discretion)
is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates
to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the Company a purchase
agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable
to the shares.


 


To the extent the Plan or any instrument evidencing
an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected
on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.


 


18.3 Indemnification.


 


Each person who is or shall have been a member
of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with
Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed
upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person
may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction
of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the
Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such
person’s own behalf. This duty to indemnify shall not apply to the extent that (i) such loss, cost, liability or expense is a result
of such person’s own willful misconduct or (ii) such indemnification is expressly prohibited by statute.


 


The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s certificate of
incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.


 


18.4 No Rights as a Stockholder.


 


Unless otherwise provided by the Committee or
in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall
entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the
Plan of the shares that are the subject of such Award.


 


18.5 Compliance with Laws and Regulations.


 


In interpreting and applying the provisions of
the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as
an “incentive stock option” within the meaning of Section 422 of the Code.


 


 


 






    	 	13	 



     


    

 


Any Award granted pursuant to the Plan is intended
to comply with the requirements of Section 409A of the Code, including any applicable regulations and guidance issued thereunder, and
including transition guidance, to the extent Section 409A of the Code is applicable thereto, and the terms of the Plan and any Award
granted under the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Committee
deems necessary or advisable to comply with Section 409A of the Code and any official guidance issued thereunder. Any payment or distribution
that is to be made under the Plan (or pursuant to an Award under the Plan) to a Participant who is a “specified employee”
of the Company within the meaning of that term under Section 409A of the Code and as determined by the Committee, on account of a “separation
from service” within the meaning of that term under Section 409A of the Code, may not be made before the date which is six months
after the date of such “separation from service,” unless the payment or distribution is exempt from the application of Section
409A of the Code by reason of the short-term deferral exemption or otherwise. Notwithstanding any other provision in the Plan, the Committee,
to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally
amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section
409A of the Code; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from
or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted
under the Plan.


 


18.6 Participants in Other Countries
or Jurisdictions.


 


Without amending the Plan, the Committee may
grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall
have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions
of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees
to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements
that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the
objectives of the Plan.


 


18.7 No Trust or Fund.


 


The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to
create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant
shall have any rights that are greater than those of a general unsecured creditor of the Company.


 


18.8 Successors.


 


All obligations of the Company under the Plan
with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.


 


18.9 Severability.


 


If any provision of the Plan or any Award is
determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws,
or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any
such Award shall remain in full force and effect.


 


 


 






    	 	14	 



     


    

 


18.10 Choice of Law and Venue.


 


The Plan, all Awards granted thereunder and all
determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Nevada without giving effect to principles of conflicts of law. Participants irrevocably consent
to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.


 


18.11 Legal Requirements.


 


The granting of Awards and the issuance of shares
of stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


SECTION 19. EFFECTIVE DATE


 


The effective date (the “Effective Date”)
is the date on which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within twelve (12)
months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified
Stock Options.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


APPENDIX A


DEFINITIONS


 


As used in the Plan,


 


“Acquired Entity” means any
entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.


 


“Award” means any Option,
Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, cash-based award or other incentive
payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.


 


“Award Agreement” means the
agreement accompanying each United Royale Holdings Corp. Stock Option Grant Notice which provides the terms, conditions, and restrictions
for each Award granted under this Plan.


 


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


 


“Cause,” unless otherwise
defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the
Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s
chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Committee,
whose determination shall be conclusive and binding.


 


“Change in Control,” unless
the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes
of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means
the occurrence of any of the following events:


 


(i) An acquisition by any
individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (1) the then
outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”) or (2) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting
Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue
of the exercise, exchange or conversion of any Convertible Securities unless such securities were themselves acquired directly from the
Company, (2) any acquisition by the Company; (3) any acquisition by John Hwang or any Entity that he controls, or (4) any acquisition
by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of the definition of “Company
Transaction”; or


 


(ii) Within any period of
24 consecutive months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted
the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, for purposes hereof, that any individual who becomes a member of the Board during such period,
whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those
individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or


 


(iii) A Company Transaction;
or


 


(iv) The approval by the
stockholders of the Company of a complete liquidation or dissolution of the Company, other than to an entity pursuant to a transaction
which would comply with clauses (1), (2) and (3) of the definition of “Company Transaction”, assuming for this purpose that
such transaction were a Company Transaction.


 


 


 






    	 	16	 



     


    

 


For purposes of the definition of “Change
of Control” and “Company Transaction”, a series of transactions undertaken with a common purpose shall be treated as
a single transaction that begins at the consummation of the first transaction in the series and ends at the consummation of the last
transaction in the series.


 


“Company” means United Royale
Holdings Corp., a Nevada corporation.


 


“Company Transaction” means
the consummation of (i) a reorganization, merger or consolidation of the Company or (ii) the sale or other disposition of all or substantially
all of the assets of the Company and its direct and indirect subsidiaries taken as a whole, except in each case a transaction pursuant
to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding
Common Stock and Outstanding Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, more
than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction
(including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior
to such transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (2) no Person (other than
the Company) will beneficially own, directly or indirectly, more than twenty-five percent (25%) of, respectively, the outstanding shares
of common stock of the Company resulting from such transaction or the combined voting power of the outstanding voting securities of such
Company entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to the
Company prior to the transaction, and (3) individuals who were members of the Board immediately prior to the approval by the stockholders
of the Company of such transaction will constitute at least a majority of the members of the board of directors of the Company resulting
from such transaction.


 


“Convertible Security” means
any security convertible into or exchangeable for shares of stock of the Company, or any option, warrant or other right to acquire shares
of stock of the Company.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


“Committee” has the meaning
set forth in Section 3.2.


 


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


 


“Compensation Committee” means
the Compensation Committee (if any) of the Board.


 


“Detrimental Activity” means
any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or any of its Affiliates;
(ii) any activity that would be grounds to terminate the Participant’s employment or service with the Company or any of its subsidiaries
for Cause; (iii) the breach of any non-competition, non-solicitation, non-disparagement or other agreement containing restrictive covenants,
with the Company or its Affiliates; (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined
by the Committee in its sole discretion; or (v) any other conduct or act determined to be materially injurious, detrimental or prejudicial
to any interest of the Company or any of its Affiliates, as determined by the Committee in its sole discretion.


 


“Disability,” unless otherwise
defined by the Committee for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other
agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that
is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes
the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial
gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function
or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and binding.


 


“Effective Date” has the meaning
set forth in Section 19.


 


“Eligible Person” means any
person eligible to receive an Award as set forth in Section 5.


 


 


 






    	 	17	 



     


    

 


“Entity” means any individual,
entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time.


 


“Fair Market Value” means
the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last
preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as
it may establish.


 


“Grant Date” means the later
of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified
by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the
exercisability or vesting of Awards shall not defer the Grant Date.


 


“Incentive Stock Option” means
an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes
of Section 422 of the Code or any successor provision.


 


“including”, “include”,
“includes” and words of similar import shall be construed broadly as if followed by the phrase “without limitation”.


 


“Nonqualified Stock Option”
means an Option other than an Incentive Stock Option.


 


“Option” means a right to
purchase Common Stock granted under Section 7.


 


“Option Expiration Date” means
the last day of the maximum term of an Option.


 


“Outstanding Company Common Stock”
has the meaning set forth in the definition of “Change in Control.”


 


“Outstanding Company Voting Securities”
has the meaning set forth in the definition of “Change in Control.”


 


“Parent Company” means a company
or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries.


 


“Participant” means any Eligible
Person to whom an Award is granted.


 


“Performance Award” means
an Award of Performance Shares or Performance Units granted under Section 11.


 


“Performance Share” means
an Award of units denominated in shares of Common Stock granted under Section 11.1.


 


“Performance Unit” means an
Award of units denominated in cash or property other than shares of stock granted under Section 11.2.


 


“Plan” means this United Royale
Holdings Corp. 2021 Incentive Stock Option Plan.


 


‘‘Related Company” means
any entity that is directly or indirectly controlled by, in control of or under common control with the Company.


 


“Restricted Stock” means an
Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by
the Committee.


 


 


 






    	 	18	 



     


    

 


“Retirement,” unless otherwise
defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the
Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or the Company’s
chief human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after
the date the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code.


 


“Securities Act” means the
Securities Act of 1933, as amended from time to time.


 


“Stock Appreciation Right”
or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number
of shares of Common Stock over the grant price.


 


“Stock Award” means an Award
of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the
Committee.


 


“Stock Unit” means an Award
denominated in units of Common Stock granted under Section 10.


 


“Substitute Awards” means
Awards granted or shares of stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.


 


“Successor Company” means
the surviving company, the successor company or Parent Company, as applicable, in connection with a Company Transaction.


 


“Termination of Service” means
a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary,
including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for
the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources
officer or other person performing that function or, with respect to directors and executive officers, by the Committee, whose determination
shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related
Company shall not be considered a Termination of Service for purposes of an Award. Unless the Committee determines otherwise, a Termination
of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to
be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a consultant, advisor
or independent contractor of the Company or a Related Company or a change in status from a consultant, advisor or independent contractor
of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.


 


“Vesting Commencement Date”
means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS


SUMMARY PAGE


 


	Date of Board

    Action
	 	Action	 	Section/Effect

    of Amendment
	 	Date of Shareholder

    Approval

	 	 	 	 	 	 	 
	August ____, 2021	 	Initial Plan Adoption	 	 	 	August ____, 2021
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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