Exhibit 10.1 


 


OriginClear,
Inc.


2015 Equity Incentive Plan


 



 


This
OriginClear, Inc. 
2015 Equity Incentive Plan (the "Plan") is intended as an incentive,
to retain in the employ of and as directors, officers, consultants, advisors and employees to OriginClear, Inc. a Nevada corporation,
and its subsidiaries, directly owned or otherwise (the “Company”), persons of training, experience and ability, to
attract new directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage the sense
of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company.


It
is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options (the “Incentive
Stock Options”) within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended (the
“Code”) while certain other options granted pursuant to the Plan shall be nonqualified stock options (the “Nonstatutory
Options”). 


The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation
of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to
the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to those Options for which
qualification for such exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall
be construed and interpreted consistent with the Company’s intent as stated in these recitals.


 


	1.	Definitions.




 


		(a)	"Board" - The Board of Directors of the
Company.



 


		(b)	"Change in Control" - Means, and shall be
deemed to have occurred upon the occurrence of, any one of the following events: 



 


		(i)	The acquisition in one transaction 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 l3d-3 promulgated under the Exchange Act) of shares or other securities (as defined in Section 3(a)(10)
of the Exchange Act) representing 51% or more of outstanding Stock of the Company; provided, however, that a Change in Control
as defined in this clause (1) shall not be deemed to occur in connection with any acquisition by the Company, an employee benefit
plan of the Company or any Person who immediately prior to the effective date of this Plan is a holder of Stock (a "Current
Stockholder") so long as such acquisition does not result in any Person other than the Company, such employee benefit plan
or such Current Stockholder beneficially owning shares or securities representing 51% or more of the outstanding; or



 



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		(ii)	Any election has occurred of persons as directors of the
Company that causes two-thirds or more of the Board to consist of persons other than (i) persons who, were members of the Board
on the effective date of this Plan and (ii) persons who were nominated by the Board for election as members of the Board at a time
when at least two-thirds of the Board consisted of persons who were members of the Board on the effective date of this Plan; provided,
however, that any person nominated for election by the Board when at least two-thirds of the members of the Board are persons described
in subclause (i) or (ii) and persons who were themselves previously nominated in accordance with this clause (2) shall, for this
purpose, be deemed to have been nominated by a Board composed of persons described in subclause (ii); or 



 


		(iii)	Approval by the stockholders of the Company of a reorganization,
merger, consolidation or similar transaction (a "Reorganization Transaction"), in each case, unless, immediately following
such Reorganization Transaction, more than 50% of, respectively, the outstanding shares of common stock (or similar equity security)
of the corporation or other entity resulting from or surviving such Reorganization Transaction and the combined voting power of
the securities of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially
owned, directly or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding Stock
immediately prior to such Reorganization Transaction in substantially the same proportions as their ownership of the outstanding
Stock immediately prior to such Reorganization Transaction; or 



 


		(iv)	Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the
Company to a corporation or other entity, unless, with respect to such corporation or other entity, immediately following such
sale or other disposition more than 50% of, respectively, the outstanding shares of common stock (or similar equity security) of
such corporation or other entity and the combined voting power of the securities of such corporation or other entity entitled to
vote generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities
who were the respective beneficial owners of the outstanding Stock immediately prior to such sale or disposition in substantially
the same proportions as their ownership of the outstanding Stock immediately prior to such sale or disposition.



 


		(c)	"Committee" - The Compensation Committee
of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of
not less than two members of the Board who are (i) “Independent Directors” (as such term is defined under the rules
of the NASDAQ Stock Market), (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3) and (iii) “Outside
Directors” (as such term is defined in Section 162(m) of the Code), which shall serve at the pleasure of the Board. 



 


		(d)	"Company" – OriginClear, Inc. and
its subsidiaries including subsidiaries of subsidiaries.



 


		(e)	"Fair Market Value" - The fair market value
of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee.



 


		(f)	"Grant" - The grant of any form of stock
option, stock award, or stock purchase offer, whether granted singly, in combination, or in tandem, to a Participant pursuant to
such terms, conditions and limitations as the Board or Committee may establish in order to fulfill the objectives of the Plan.



 


		(g)	"Grant Agreement" - An agreement between
the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.



 


		(h)	"Option" - Either an Incentive Stock Option,
in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant
under the Plan. A Participant who receives an award of an Option shall be referred to as an "Optionee."



 


		(i)	"Participant" - A director, officer, employee
or consultant of the Company to whom an award has been made under the Plan.



 


		(j)	"Restricted Stock Purchase Offer" - A Grant
of the right to purchase a specified number of shares of Stock pursuant to a written agreement issued under the Plan.



 


		(k)	"Securities Act" - The Securities Act of
1933, as amended from time to time.



 


		(l)	"Stock" - Authorized and issued or unissued
shares of common stock of the Company.



 


		(m)	"Stock Award" - A Grant made under the Plan
in stock or denominated in units of stock for which the Participant is not obligated to pay additional consideration.



 


		2.	Administration. The Plan shall be administered by the Board,
provided however, that the Board may delegate such administration to the Committee. Subject to the provisions of the Plan, the
Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options in accordance with Section
422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair
market value of the Stock covered by any Grant; (c) determine which eligible persons shall receive Grants and the number of shares,
restrictions, terms and conditions to be included in such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and
rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plan or
any Grant; (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or
amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants
without constituting termination of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations
necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the
Plan or selection of Participants shall be conclusive and final. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Grant made thereunder.



 



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	3.	Eligibility.







		(a)	General: The persons who shall be eligible to receive
Grants shall be directors, officers, employees or consultants to the Company. The term consultant shall mean any person, other
than an employee, who is engaged by the Company to render services and is compensated for such services. An Optionee may hold more
than one Option. Any issuance of a Grant to an officer or director of the Company subsequent to the first registration of any of
the securities of the Company under the Exchange Act shall comply with the requirements of Rule 16b-3.



 


		(b)	Incentive Stock Options: Incentive Stock Options may
only be issued to employees of the Company. Incentive Stock Options may be granted to officers or directors, provided they are
also employees of the Company. Payment of a director's fee shall not be sufficient to constitute employment by the Company.





The Company shall not grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee
holding the right to exercise for the first time in any one calendar year, under all Incentive Stock Options granted under the
Plan or any other plan maintained by the Company, with respect to shares of Stock having an aggregate fair market value, determined
as of the date the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted under
the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject to such option, the
excess portion of such option shall be considered a Nonstatutory Option. To the extent the employee holds two (2) or more such
Options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of
such Option as Incentive Stock Options under the Federal tax laws shall be applied on the basis of the order in which such Options
are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum,
such Option shall be considered a Nonstatutory Option.


 


		(c)	Nonstatutory Option: The provisions of the foregoing Section 3(b) shall not apply to any
Option designated as a "Nonstatutory Option" or which sets forth the intention of the parties that the Option
be a Nonstatutory Option.



 


		(d)	Stock Awards and Restricted Stock Purchase Offers: The provisions of this Section 3 shall
not apply to any Stock Award or Restricted Stock Purchase Offer under the Plan.



 


	4.	Stock.





 


		(a)	Authorized Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 


		(b)	Number of Shares: Subject to adjustment as provided in Section 10 of the Plan, the total
number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers,
or purchased indirectly through exercise of Options granted under the Plan shall not exceed 160,000,000 (One Hundred Sixty Million).
If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration
or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred
with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall
be available for future Grants as though not previously covered by a Grant.



 



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		(c)	Reservation of Shares: The Company shall reserve and keep available at all times during
the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable
efforts, which efforts shall not include the registration of the Plan or Grants under the Securities Act, the Company is unable
to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company
for the lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue
and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.



 


		(d)	No Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the Participant
to exercise any rights under such Grant.



 


	5.	Terms and Conditions of Options. Options granted hereunder shall be evidenced by agreements between
the Company and the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve.
The form of Incentive Stock Option Agreement attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option
Agreement for employees, for directors and for consultants, attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit
B-3, respectively, shall be deemed to be approved by the Board. Option agreements need not be identical, and in each case may
include such provisions as the Board or Committee may determine, but all such agreements shall be subject to and limited by the
following terms and conditions:





 


		(a)	Number of Shares: Each Option shall state the number of shares to which it pertains.



 


		(b)	Exercise Price: Each Option shall state the exercise price, which shall be determined as
follows:





 


		(i)	Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Company ("Ten Percent Holder") shall have an exercise price of no less
than 110% of the Fair Market Value of the Stock as of the date of grant; and



 


		(ii)	Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten
Percent Holder shall have an exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.



 


For the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board or Committee in good faith, which
determination shall be conclusive and binding; provided however, that if there is a public market for such Stock, the Fair Market
Value per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National
Market System or Small Cap Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing price
on such exchange on such date of grant.


 



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		(c)	Medium and Time of Payment: The exercise price shall become immediately due upon exercise
of the Option and shall be paid in cash or check made payable to the Company. Should the Company's outstanding Stock be registered
under Section 12(g) of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:





 


		(i)	in shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to
the Company's earnings for financial reporting purposes and valued at Fair Market Value on the exercise date, or



 


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



 


At
the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also
be paid (i) by Optionee's delivery of a promissory note in form and substance satisfactory to the Company and permissible under
applicable securities rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less
than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax
laws, or (ii) in such other form of consideration permitted by the Nevada corporations law as may be acceptable to the Board.


 


		(d)	Term, Exercise and Assignability of Options: Any Option granted to an employee of the Company
shall become exercisable over a period of no longer than five (5) years. In no event shall any Option be exercisable after the
expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall,
by its terms, be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified by
the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the
date upon which the Board or the Committee authorizes the granting of such Option.



 


Each
Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide.
To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period for exercise as stated in the Option agreement, whether or not other installments are then exercisable.


 


An Option granted under this Plan
is not transferable except by will or the laws of descent and distribution. Notwithstanding
the foregoing, the Board or Committee, in its sole discretion, may permit a transfer of a Nonstatutory Option to (i) a trust for
the benefit of the Optionee, (ii) a member of the Optionee’s immediate family (or a trust for his or her benefit) or (iii)
pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject to execution,
attachment or similar process, any Option contrary to the provisions hereof shall be void and ineffective and shall give no right
to the purported transferee.



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		(e)	Termination of Status as Employee, Consultant or Director: If Optionee's status as an employee
shall terminate for any reason other than Optionee's disability or death, then Optionee (or if the Optionee shall die after such
termination, but prior to exercise, Optionee's personal representative or the person entitled to succeed to the Option) shall have
the right to exercise the portions of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination,
in whole or in part, not less than 30 days nor more than three (3) months after such termination (or, in the event of "termination
for cause" as defined in any applicable employment or consulting agreement, or in the absence of an employment or consulting
agreement then defined as (i) Optionee’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or
(ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct
in connection with the business affairs of the Company, the Option shall automatically terminate as of the termination of employment
as to all shares covered by the Option).



 


With
respect to Nonstatutory Options granted to employees, directors or consultants, the Board or Committee may specify such period
for exercise, not less than 30 days (except that in the case of "termination for cause" or removal of a director),
the Option shall automatically terminate as of the termination of employment or services as to shares covered by the Option, following
termination of employment or services as the Board or Committee deems reasonable and appropriate. The Option may be exercised only
with respect to installments that the Optionee could have exercised at the date of termination of employment or services. Nothing
contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the
Company to terminate the employment or services of an Optionee with or without cause.


 


		(f)	Disability of Optionee: If an Optionee is disabled (within the meaning of Section 22(e)(3)
of the Code) at the time of termination, the period set forth in Section 5(e) shall be a period, as determined by the Board or
Committee and set forth in the Option, of not less than six months nor more than one year after such termination.



 


		(g)	Death of Optionee: If an Optionee dies while employed by, engaged as a consultant to, or
serving as a Director of the Company, the portion of such Optionee's Option which was exercisable at the date of death may be exercised,
in whole or in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within
(i) a period, as determined by the Board or Committee and set forth in the Option, of not less than six (6) months nor more than
one (1) year after Optionee's death, which period shall not be more, in the case of a Nonstatutory Option, than the period for
exercise following termination of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser.
The Option may be so exercised only with respect to installments exercisable at the time of Optionee's death and not previously
exercised by the Optionee.



 



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		(h)	Nontransferability of Option: No Option shall be transferable by the Optionee, except by
will or by the laws of descent and distribution.



 


		(i)	Rights as a Shareholder: An Optionee shall have no rights as a shareholder with respect
to any shares covered by an Option until the effective date of the issuance of the shares following exercise of such Option by
Optionee. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property)
or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly
provided in Section 10 hereof.



 


		(j)	Modification, Acceleration, Extension, and Renewal of Options: Subject to the terms and
conditions and within the limitations of the Plan, the Board or Committee may modify an Option, or, once an Option is exercisable,
accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept
the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution
for such Options, provided such action is permissible under Section 422 of the Code and applicable state securities laws. Notwithstanding
the provisions of this Section 5(j), however, no modification of an Option shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights or obligations under any Option theretofore granted under the Plan.



 


		(k)	Exercise Before Exercise Date: At the discretion of the Board or Committee, the Option may,
but need not, include a provision whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated
exercise date of the Option or any installment thereof. Any shares so purchased prior to the stated exercise date shall be subject
to repurchase by the Company upon termination of Optionee's employment as contemplated by Section 5(m) hereof prior to the exercise
date stated in the Option and such other restrictions and conditions as the Board or Committee may deem advisable.



 


		(l)	Other Provisions: The Option agreements authorized under the Plan shall contain such other
provisions, including, without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem
advisable. Shares shall not be issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of
shares thereunder would violate, in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules
or regulations of any applicable governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange
Act, applicable state securities laws, Nevada corporation law, and the rules promulgated under the foregoing or the rules and regulations
of any exchange upon which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise
of each Option shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding
tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise upon
any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the
perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or
desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such exercise shall not
be effective unless such withholding, listing registration, qualification, consent, approval or exemption shall have been effected,
obtained or perfected free of any conditions not acceptable to the Company.



 



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		(m)	Repurchase Agreement: The Board may, in its discretion, require as a condition to the Grant
of an Option hereunder, that an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board
in its discretion ("Repurchase Agreement"), (i) restricting the Optionee's right to transfer shares purchased
under such Option without first offering such shares to the Company or another shareholder of the Company upon the same terms and
conditions as provided therein; and (ii) providing that upon termination of Optionee's employment with the Company, for any reason,
the Company (or another shareholder of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion
(or the discretion of such other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination
of his or her employment at a price determined by the Board or Committee.



 


		6.	Stock Awards and Restricted Stock Purchase Offers.



 


		(a)	Types of Grants.




 


		(i)	Stock Award. All or part of any Stock Award under the Plan may be subject to conditions
established by the Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to,
continuous service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth
rates and other comparable measurements of Company performance. Such Stock Awards may be based on Fair Market Value or other specified
valuation. All Stock Awards will be made pursuant to the execution of a Stock Award Agreement substantially in the form attached
hereto as Exhibit C.



 


		(ii)	Restricted Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the
Plan shall be subject to such (i) vesting contingencies related to the Participant's continued association with the Company for
a specified time and (ii) other specified conditions as the Board or Committee shall determine, in their sole discretion, consistent
with the provisions of the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer
substantially in the form attached hereto as Exhibit D.



 


		(b)	Conditions and Restrictions. Shares of Stock which Participants may receive as a Stock Award
under a Stock Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions
as the Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first
refusal, and forfeiture provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred
to as "Restricted Stock". Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase
Offers may be deferred, either in the form of installments or a future lump sum distribution. The Board or Committee may permit
selected Participants to elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures
established by the Board or Committee to assure that such deferrals comply with applicable requirements of the Code including,
at the choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution,
whether elected by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board
or Committee, may require the payment be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend equivalent
rights may be extended to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of
Stock, subject to such terms, conditions and restrictions as the Board or Committee may establish.



 



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		(c)	Cancellation and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock
Purchase Offer specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants
at any time if the Participant is not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted
Stock Purchase Offer, the Plan and with the following conditions:





 





		(i)	A Participant shall not render services for any organization or engage directly or indirectly in
any business which, in the judgment of the chief executive officer of the Company or other senior officer designated by the Board
or Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants
whose employment has terminated, the judgment of the chief executive officer or other senior officer designated by the Board or
Committee shall be based on the Participant's position and responsibilities while employed by the Company, the Participant's post-employment
responsibilities and position with the other organization or business, the extent of past, current and potential competition or
conflict between the Company and the other organization or business, the effect on the Company's customers, suppliers and competitors
and such other considerations as are deemed relevant given the applicable facts and circumstances. A Participant who has retired
shall be free, however, to purchase as an investment or otherwise, stock or other securities of such organization or business so
long as they are listed upon a recognized securities exchange or traded over-the-counter, and such investment does not represent
a substantial investment to the Participant or a greater than ten percent (10%) equity interest in the organization or business.







		(ii)	A Participant shall not, without prior written authorization from the Company, disclose to anyone
outside the Company, or use in other than the Company's business, any confidential information or material, as defined in the Company's
Proprietary Information and Invention Agreement or similar agreement regarding confidential information and intellectual property,
relating to the business of the Company, acquired by the Participant either during or after employment with the Company.







 






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		(iii)	A Participant shall disclose promptly and assign to the Company all right, title and interest in
any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any
manner to the actual or anticipated business, research or development work of the Company and shall do anything reasonably necessary
to enable the Company to secure a patent where appropriate in the United States and in foreign countries.







		(iv)	Upon exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form
acceptable to the Committee that he or she is in compliance with the terms and conditions of the Plan. Failure to comply with all
of the provisions of this Section 6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to
a Grant shall cause such exercise, payment or delivery to be rescinded. The Company shall notify the Participant in writing of
any such rescission within two years after such exercise, payment or delivery. Within ten days after receiving such a notice from
the Company, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded
exercise, payment or delivery pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company the
number of shares of Stock that the Participant received in connection with the rescinded exercise, payment or delivery.



 


		(d)	Nonassignability.




 


		(i)	Except pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant of Stock
Award or a Restricted Stock Purchase Offer shall be assignable or transferable, or payable to or exercisable by, anyone other than
the Participant to whom it was granted.







		(ii)	Where a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order
to assume a position with a governmental, charitable or educational institution, the Board or Committee, in its discretion and
to the extent permitted by law, may authorize a third party (including but not limited to the trustee of a "blind" trust),
acceptable to the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf
of the Participant with regard to such Awards.



 


		(e)	Termination of Employment. If the employment or service to the Company of a Participant
terminates, other than pursuant to any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid
Stock Awards or Restricted Stock Purchase Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted
Stock Purchase Offer provides otherwise:








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		(i)	Retirement Under a Company Retirement Plan. When a Participant's employment terminates as
a result of retirement in accordance with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards
or Restricted Stock Purchase Offers to continue in effect beyond the date of retirement in accordance with the applicable Grant
Agreement and the exercisability and vesting of any such Grants may be accelerated.





 





		(ii)	Rights in the Best Interests of the Company. When a Participant resigns from the Company
and, in the judgment of the Board or Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted
Stock Purchase Offers would be in the best interests of the Company, the Board or Committee may (i) authorize, where appropriate,
the acceleration and/or continuation of all or any part of Grants issued prior to such termination and (ii) permit the exercise,
vesting and payment of such Grants for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation
pursuant to Section 9 or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant's
Grants are not in the Company's best interest.







 


		(iii)	Death or Disability of a Participant.







 


		(1)	In the event of a Participant's death, the Participant's estate or beneficiaries shall have a period
up to the expiration date specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the
Participant under such terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall
pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant;
if none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined
by a court of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were
living.







 





		(2)	In the event a Participant is deemed by the Board or Committee to be unable to perform his or her
usual duties by reason of mental disorder or medical condition which does not result from facts which would be grounds for termination
for cause, Grants and rights to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee
or other legally designated guardian or representative if the Participant is legally incompetent by virtue of such disability.










		(3)	After the death or disability of a Participant, the Board or Committee may in its sole discretion
at any time (1) terminate restrictions in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct
the Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant's estate, beneficiaries
or representative; notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or
all of the payments due under the Grant might ultimately have become payable to other beneficiaries.







		(4)	In the event of uncertainty as to interpretation of or controversies concerning this Section 6,
the determinations of the Board or Committee, as applicable, shall be binding and conclusive.



 


	7.	Change in Control. Unless otherwise provided in the
applicable Grant Agreement, in the event of a Change in Control, any and all Options will become fully vested and immediately exercisable
with such acceleration to occur without the requirement of any further act by either the Company or the Participant, subject to
Section 11 hereof.



 



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	8.	Investment Intent. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan are registered under
the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide that
the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not with a view to, or for resale
in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock have been registered under the
Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights under such Grant unless
and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied
with to the satisfaction of the Company and its counsel, and (ii) if requested to do so by the Company, the person exercising the
rights under the Grant shall (A) give written assurances as to knowledge and experience of such person (or a representative employed
by such person) in financial and business matters and the ability of such person (or representative) to evaluate the merits and
risks of exercising the Option, and (B) execute and deliver to the Company a letter of investment intent and/or such other form
related to applicable exemptions from registration, all in such form and substance as the Company may require. If shares are issued
upon exercise of any rights under a Grant without registration under the Securities Act, subsequent registration of such shares
shall relieve the purchaser thereof of any investment restrictions or representations made upon the exercise of such rights.





 


	9.	Amendment, Modification, Suspension or Discontinuance of the Plan. The Board or Committee may, insofar as permitted by law, from
time to time, with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise
or amend it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or
amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted,
(iii) materially increase the benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the
Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option, or Stock Award, or Restricted
Stock Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder. No Grant may
be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant issued while the
Plan is in effect shall not be impaired by suspension or termination of the Plan.







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	10.	Capital Change of the Company. In the event of any change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of shares of Stock (i) reserved under the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii) covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants; and (c) the appropriate Fair Market Value and other price determi

                                                                  nations for such Grants. In the event of any other change affecting the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously issued Grants or an assumption of previously issued Grants.




 


 


	11.	Tax Withholding. The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time of
delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate
number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued
based on the Fair Market Value when the tax withholding is required to be made.



 


	12.	Notice. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief personnel
officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of the chief
personnel officer or the chief executive officer.



 


	13.	Indemnification of Board. In addition to such other rights or indemnifications as they may have as directors or otherwise, and
to the extent allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any claim,
action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of
any action taken, or failure to act, under or in connection with the Plan or any Grant granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such claim, action, suit or proceeding, except in any case in relation to
matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of
any such action, suit or Board proceeding the member involved shall offer the Company, in writing, the opportunity, at its own
expense, to handle and defend the same.








 


	14.	Governing Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by
the Code or the securities laws of the United States, shall be governed by the law of the State of Nevada and construed accordingly.



 


	15.	Effective and Termination Dates. The Plan shall become effective on the date it is approved by the holders of a majority of the
shares of Stock then outstanding. If the Plan is not approved by the holders of a majority of the shares of Stock within one (1)
year from the date it is adopted and approved by the Board, all stock options granted hereunder shall be deemed Nonstatutory Options.
The Plan shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 9.



 




 



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The
foregoing 2015 Incentive Stock Plan was duly adopted and approved by the Board of Directors on October 2, 2015.


 





	 	OriginClear, Inc. 
	 	 
	 	By: 	/s/ T. Riggs Eckelberry
	 	 	T. Riggs Eckelberry
Chief Executive Officer



 





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