Exhibit 10.122





 


VG
Life Sciences, Inc.


 


2013
Equity Incentive Plan


 


Adopted:
December 20, 2013


To
Be Approved By Stockholders: December 30, 2013


Termination
Date: December 20, 2023


 


1.Purposes.


 


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


 


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


 


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


 


2.Definitions.


 


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


 


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


 


(c)“Capitalization
Adjustment” has the meaning ascribed to that term in Section 11(a).


 


(d)“Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)any Exchange
Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of
the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or
similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition
of securities of the Company by any institutional investor, any affiliate thereof or any other Exchange Act Person that acquires
the Company’s securities in a transaction or series of related transactions that are primarily a private financing transaction
for the Company or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 






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(ii)there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company if, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction;


 


(iii)the stockholders
of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution
or liquidation of the Company shall otherwise occur; or


 


(iv)there
is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets
of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities
of which are Owned by stockholders of the Company in substantially the same proportion as their Ownership of the Company immediately
prior to such sale, lease, license or other disposition.


 


The term Change in
Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile
of the Company.


 


Notwithstanding the
foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock
Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term
is set forth in such an individual written agreement, the foregoing definition shall apply).


 


(e)“Code”
means the Internal Revenue Code of 1986, as amended.


 


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


 






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


 


(h)“Company”
means VG Life Sciences, Inc., a Delaware corporation.


 


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


 


(j)“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant
to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. The Board or the chief executive officer
of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding
the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such
extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave
of absence.


 


(k)“Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)a sale
or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii)a sale
or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)a merger,
consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)a merger,
consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


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


 






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(m)“Disability”
means the inability of a person, in the opinion of a qualified physician acceptable to the Company, to perform the major duties
of that person’s position with the Company or an Affiliate because of the sickness or injury of the person.


 


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


 


(o)“Entity”
means a corporation, partnership or other entity.


 


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


 


(q)“Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” shall not include (A) the Company or any Subsidiary of the
Company, (B) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company.


 


(r)“Fair
Market Value” means, as of any date, the value of the Common Stock determined in good faith by the Board, and in
a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations; provided, however, that, if the
Common Stock is traded on a national securities exchange or a national market system, Fair Market Value on any day shall be deemed
to be the closing sales price (or, if no reported sale takes place on such day, the mean of the reported bid and asked prices)
of the Common Stock on such day on the principal such exchange, or, if the stock is included on the composite tape, the composite
tape. In each case, the Program Administrators’ determination of Fair Market Value shall be conclusive and binding on the
Company and the Plan Participants.


 


(s)“Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


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


 


(u)“Officer”
means any person designated by the Company as an officer.


 


(v)“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 






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


 


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


 


(y)“Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


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


 


(aa)“Plan”
means this VG Life Sciences, Inc. 2013 Equity Incentive Plan.


 


(bb)“Restricted
Stock Award” means an award of shares of Common Stock, which is granted pursuant to the terms and conditions of Section
7(a).


 


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


 


(dd)“Stock
Appreciation Right” means a right to receive the appreciation of Common Stock, which is granted pursuant to the terms
and conditions of Section 7(c).


 


(ee)“Stock
Award” means any right granted under the Plan, including an Option, a Restricted Stock Award and a Stock Appreciation
Right.


 


(ff)“Stock
Award Agreement” means a written agreement between the Company and a holder of a Stock Award evidencing the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the
Plan.


 


(gg)“Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company
has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than
fifty percent (50%).


 


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


 






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3.Administration.


 


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


 


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


 


(i)To determine
from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall
be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock
Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


 


(ii)To construe
and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(iii)To effect,
at any time and from time to time, with the consent of any adversely affected Optionholders, (1) the reduction in the exercise
price of any outstanding Options under the Plan and/or (2) the cancellation of any outstanding Options under the Plan and the grant
in substitution therefor of new Options under the Plan covering the same or a different numbers of shares of Common Stock. The
exercise price per share of Common Stock shall be not less than that specified under the Plan for newly granted Stock Awards except
that the Board may grant an Option with a lower exercise price if such Option is granted as part of a transaction to which Section
424(a) of the Code applies.


 


(iv)To amend
the Plan or a Stock Award as provided in Section 12.


 


(v)To terminate
or suspend the Plan as provided in Section 13.


 


(vi)Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan.


 


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


 






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


 


(e)Arbitration.
Any dispute or claim concerning any Stock Awards granted (or not granted) pursuant to the Plan or any disputes or claims relating
to or arising out of the Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration conducted
pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in Santa Barbara,
California. The Company shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing
party recovery of its attorneys’ fees and costs. By accepting a Stock Award, Participants and the Company waive their respective
rights to have any such disputes or claims tried by a judge or jury.


 


4.Shares
Subject to the Plan.


 


(a)Share Reserve.
Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant
to Stock Awards shall not exceed in the aggregate 12,000,000 shares of Common Stock.


 


(b)Reversion
of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, or if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited
back to or repurchased by the Company, including, but not limited to, any repurchase or forfeiture caused by the failure to meet
a contingency or condition required for the vesting of such shares, then the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan. If any shares subject to a Stock Award are not delivered
to a Participant because such shares are withheld for the payment of taxes or the Stock Award is exercised through a reduction
of shares subject to the Stock Award (i.e., “net exercised”), then the number of shares that are not delivered
shall revert to and again become available for issuance under the Plan. If the exercise price of any Stock Award is satisfied by
tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of such tendered
shares shall revert to and again become available for issuance under the Plan. Notwithstanding the foregoing and subject to the
provisions of Section 11(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be
issued as Incentive Stock Options shall be 12,000,000 shares of Common Stock.


 


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


 


(d)Share Reserve
Limitation. To the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, the total number
of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided
for under any stock bonus or similar plan of the Company shall not exceed the applicable percentage as calculated in accordance
with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on the shares
of Common Stock of the Company that are outstanding at the time the calculation is made.


 






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5.Eligibility.


 


(a)Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted to Employees, Directors and Consultants.


 


(b)Ten Percent
Stockholders.


 


(i)A Ten Percent
Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten
percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration
of five (5) years from the date of grant.


 


(ii)A Ten
Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the exercise price of such Option is at least (i) one
hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant or (ii) such lower percentage of the Fair
Market Value of the Common Stock on the date of grant as is permitted by Section 260.140.41 of Title 10 of the California Code
of Regulations at the time of the grant of the Option.


 


(iii)A Ten
Percent Stockholder shall not be granted a Restricted Stock Award or Stock Appreciation Right (if such award could be settled in
shares of Common Stock), unless the purchase price of the restricted stock is at least (i) one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of grant or (ii) such lower percentage of the Fair Market Value of the Common Stock
on the date of grant as is permitted by Section 260.140.42 of Title 10 of the California Code of Regulations at the time of the
grant of the award.


 


(c)Consultants.
A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the
Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”) because
of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person,
or because of some other provision of Rule 701.


 


6.Option
Provisions.


 


Each Option shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate
Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option
or otherwise) the substance of each of the following provisions:





 






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(a)Term.
Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date it was granted.



 


(b)Exercise
Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted
with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


(c)Exercise
Price of a Nonstatutory Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise
price of each Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be
granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


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


 


In the case of any
deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest
necessary to avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts
stated to be interest under the deferred payment arrangement and (2) the treatment of the Option as a variable award for financial
accounting purposes.


 






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(e)Transferability
of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


 


(f)Transferability
of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent
and distribution and, to the extent provided in the Option Agreement, to such further extent as permitted by Section 260.140.41(d)
of Title 10 of the California Code of Regulations at the time of the grant of the Option, and shall be exercisable during the lifetime
of the Optionholder only by the Optionholder. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory
Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during
the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder,
shall thereafter be entitled to exercise the Option.


 


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


 


(h)Minimum Vesting.
Notwithstanding the foregoing Section 6(g), to the extent that the following restrictions on vesting are required by Section 260.140.41(f)
of Title 10 of the California Code of Regulations at the time of the grant of the Option, then:


 


(i)Options
granted to an Employee who is not an Officer, Director or Consultant shall provide for vesting of the total number of shares of
Common Stock at a rate of at least twenty percent (20%) per year over five (5) years from the date the Option was granted, subject
to reasonable conditions such as continued employment; and


 


(ii)Options
granted to Officers, Directors or Consultants may be made fully exercisable, subject to reasonable conditions such as continued
employment, at any time or during any period established by the Company.


 


(i)Termination
of Continuous Service. In the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s
death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise
such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in
the Option Agreement, which period shall not be less than thirty (30) days unless such termination is for cause), or (ii) the expiration
of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall terminate.


 






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(j)Extension
of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise of the Option following
the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would
be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in
Section 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous
Service during which the exercise of the Option would not be in violation of such registration requirements.


 


(k)Disability
of Optionholder. In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such
Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the Option Agreement, which period shall not be less
than six (6) months) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.


 


(l)Death of
Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s
Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled
to exercise such Option as of the date of death) by the Optionholder’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 the Optionholder’s death pursuant
to Section 6(e) or 6(f), but only within the period ending on the earlier of (1) the date eighteen (18) months following the date
of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months)
or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised
within the time specified herein, the Option shall terminate.


 


(m)Early Exercise.
The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s
Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option
prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 10(h), any unvested shares
of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate. Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company
will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid
a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise
specifically provides in the Option.


 






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(n)Right of
Repurchase. Subject to the “Repurchase Limitation” in Section 10(h), the Option may, but need not, include a provision
whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Optionholder pursuant
to the exercise of the Option. Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company
will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid
a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless otherwise specifically
provided in the Option.


 


(o)Right of
First Refusal. The Option may, but need not, include a provision whereby the Company may elect to exercise a right of first
refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock
received upon the exercise of the Option. Except as expressly provided in this Section 6(o) or in the Stock Award Agreement for
the Option, such right of first refusal shall otherwise comply with any applicable provisions of the Bylaws of the Company. The
Company will not exercise its right of first refusal until at least six (6) months (or such longer or shorter period of time required
to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless otherwise
specifically provided in the Option.


 


7.Provisions
of Stock Awards other than Options.


 


(a) Restricted
Stock Awards. Each Restricted Stock Award shall be in such form and shall contain such terms and conditions as the Board shall
deem appropriate. The terms and conditions of the Restricted Stock Award agreements may change from time to time, and the terms
and conditions of separate Restricted Stock Award agreements need not be identical; provided, however, that each Restricted
Stock Award agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions:


 


(i)Purchase Price.
At the time of grant of a Restricted Stock Award, the Board will determine the price to be paid by the Participant for each share
subject to the Restricted Stock Award. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the price
to be paid by the Participant for each share subject to the Restricted Stock Award shall not be less than eighty-five percent (85%)
of the Common Stock’s Fair Market Value on the date such award is made or at the time the purchase is consummated. A Restricted
Stock Award may be awarded as a stock bonus (i.e., with no cash purchase price to be paid) to the extent permissible under applicable
law.


 


(ii)Consideration.
At the time of the grant of a Restricted Stock Award, the Board will determine the consideration permissible for the payment of
the purchase price of the Restricted Stock Award. The purchase price of Common Stock acquired pursuant to the Restricted Stock
Award shall be paid in one of the following ways: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according
to a deferred payment or other similar arrangement with the Participant; (iii) by services rendered or to be rendered to the Company;
(iv) in any other form of legal consideration that may be acceptable to the Board; provided, however, that at any time that
the Company is incorporated in Delaware, then payment of the Common Stock’s “par value,” as defined in the Delaware
General Corporation Law, shall not be made by deferred payment and must be paid in a form of consideration that is permissible
under the Delaware General Corporation Law.


 






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(iii)Vesting.
Subject to the “Repurchase Limitation” in Section 10(h), shares of Common Stock acquired under a Restricted Stock Award
may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.


 


(iv)Termination
of Participant’s Continuous Service. Subject to the “Repurchase Limitation” in Section 10(h), in the event
that a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares
of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the Restricted Stock
Award agreement. Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise
its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise determined by the
Board or provided in the Restricted Stock Award agreement.


 


(v)Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award agreement shall not be transferable except by will or
by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.


 


(b)Stock Appreciation
Rights. Each Stock Appreciation Right agreement shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. The terms and conditions of Stock Appreciation Right agreements may change from time to time, and the terms
and conditions of separate Stock Appreciation Right agreements need not be identical, but each Stock Appreciation Right agreement
shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each
of the following provisions:


 


(i)Calculation
of Appreciation. Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents. The appreciation
distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A)
the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock
equal to the number of share of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right
and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) an amount that will
be determined by the Committee at the time of grant of the Stock Appreciation Right (subject to the provisions Section 5(b) regarding
Ten Percent Stockholders).


 






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(ii)Vesting. At
the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such
Right as it deems appropriate; provided, however, that a Stock Appreciation Right that could be settled in shares of Common Stock
shall be subject to the provision of Section 10(h).


 


(iii)Exercise.
To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Rights agreement evidencing such Right.


 


(iv)Payment.
The appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock, in cash, or any combination
of the two, as the Board deems appropriate.


 


(c)Termination
of Continuous Service. If a Participant’s Continuous Service terminates for any reason, any
unvested Stock Appreciation Rights shall be forfeited and any vested Stock Appreciation Rights shall be automatically redeemed.


 


8.Covenants
of the Company.


 


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


 


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


 


9.Use
of Proceeds from Stock.


 


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


 


10.Miscellaneous.


 


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


 






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(b)Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the
Stock Award pursuant to its terms.


 


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


 


(d)Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of a Stock Award Agreement.


 


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


 


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


 






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(g)Information
Obligation. To the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall
deliver financial statements to Participants at least annually. This Section 10(g) shall not apply to key Employees whose duties
in connection with the Company assure them access to equivalent information.


 


(h)Repurchase
Limitation. The terms of any repurchase option shall be specified in the Stock Award, and the repurchase price may be either
the Fair Market Value of the shares of Common Stock on the date of termination of Continuous Service or the lower of (i) the Fair
Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. To the extent required
by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code of Regulations at the time a Stock Award is made,
any repurchase option contained in a Stock Award granted to a person who is not an Officer, Director or Consultant shall be upon
the terms described below:


 


(i)Fair Market
Value. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous
Service at not less than the Fair Market Value of the shares of Common Stock to be purchased on the date of termination of Continuous
Service, then (i) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares
of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common Stock issued upon
exercise of Stock Awards after such date of termination, within ninety (90) days after the date of the exercise) or such longer
period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section
1202(c)(3) of the Code regarding “qualified small business stock”) and (ii) the right terminates when the shares of
Common Stock become publicly traded.


 


(ii)Original Purchase
Price. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous
Service at the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original
purchase price, then (x) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent
(20%) of the shares of Common Stock per year over five (5) years from the date the Stock Award is granted (without respect to the
date the Stock Award was exercised or became exercisable) and (y) the right to repurchase shall be exercised for cash or cancellation
of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or
in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after
the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes
of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”).


 






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11.Adjustments
upon Changes in Stock.


 


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


 


(b)Dissolution
or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Options shall terminate immediately
prior to the completion of such dissolution or liquidation, and shares of Common Stock subject to the Company’s repurchase
option may be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service.


 


(c)Corporate
Transaction. Subject to the other provisions of this Section 11(c), in the event of a Corporate Transaction, any surviving
corporation or acquiring corporation may assume or continue any or all Stock Awards outstanding under the Plan or may substitute
similar stock awards for Stock Awards outstanding under the Plan (it being understood that similar stock awards include, but are
not limited to, awards to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant
to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or such successor’s parent company),
if any, in connection with such Corporate Transaction. In the event that any surviving corporation or acquiring corporation does
not assume or continue any or all such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards,
then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose
Continuous Service has not terminated prior to the effective time of the Corporate Transaction, the vesting of such Stock Awards
(and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate
Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine
(or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate
Transaction), the Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any reacquisition
or repurchase rights held by the Company with respect to such Stock Awards held by Participants whose Continuous Service has not
terminated shall (contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other Stock Awards
outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Stock Awards (and, if applicable,
the time at which such Stock Award may be exercised) shall not be accelerated, unless otherwise provided in a written agreement
between the Company or any Affiliate and the holder of such Stock Award, and such Stock Awards shall terminate if not exercised
(if applicable) prior to the effective time of the Corporate Transaction. Notwithstanding the foregoing or anything else in this
Plan to the contrary, the Board shall be entitled to grant Stock Awards that provide for acceleration in full of any vesting for
a Participant in the event of a Corporate Transaction or Change of Control if explicitly set forth in any such Stock Award.


 






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(d)Change in
Control. A Stock Award held by any Participant whose Continuous Service has not terminated prior to the effective time of a
Change in Control may be subject to additional acceleration of vesting and exercisability upon or after such event as may be provided
in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any
Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 


12.Amendment
of the Plan and Stock Awards.


 


(a)Amendment
of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11(a) relating
to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Section 422 of the Code.


 


(b)Stockholder
Approval. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval.


 


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


 


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


 


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


 






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13.Termination
or Suspension of the Plan.


 


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


 


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


 


14.Effective
Date of Plan.


 


The Plan shall become
effective as determined by the Board, but no Stock Award shall be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by
the Board.


 


15.Choice
of Law.


 


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


 


 


**End of Plan**




 


 


 






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