Exhibit 4.1


 


DIGIPATH, INC.


2012 Stock Incentive Plan


1.Purposes
of the Plan. The purposes of the DigiPath, Inc. 2012 Stock Incentive Plan are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to persons who are selected to be participants in
the Plan, and to promote the success of the Company’s business. This Plan permits the grant of Non-qualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards, each
of which shall be subject to such conditions based upon continued employment with or service to the Company or its Subsidiaries,
passage of time or satisfaction of performance criteria as shall be specified pursuant to the Plan.


2.Definitions.
In addition to the terms defined elsewhere in this Plan, as used herein, the following terms shall have the following meanings:


(a)“Administrator”
means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.


(b)“Award”
means a Stock Option, Stock Appreciation Right, Restricted Stock or Restricted Stock Unit, or Other
Stock-Based Award granted to a Participant pursuant to the Plan, as such terms are defined in Section 7(a) herein.


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


(d)“Code”
means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as such is amended
from time to time, and any reference to a section of the Code shall include any successor provision of the Code.


(e)“Committee”
means a committee appointed by the Board from among its members to administer the Plan in accordance
with Section 4.


(f)“Common
Stock” means the common stock, par value $0.001 per share, of the Company.


(g)“Company”
means DigiPath, Inc., a Nevada corporation.


(h)“Consultant”
means any natural person, including an advisor, engaged by the Company or a Subsidiary to render services and who is compensated
for such services; provided such services are not in connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company’s securities; and provided further that the
term “Consultant” shall not include Directors who are paid only a director’s fee by the Company or who are not
otherwise compensated by the Company for their services as Directors.


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


(j)“Employee”
means any person, including Officers and Directors, employed by the Company or any Subsidiary of the Company. Neither service as
a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the
Company.


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


(l)“Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


(m)“Participant”
means any Employee, Director or Consultant selected by the Administrator to receive Awards.


(n)“Plan”
means this 2012 Stock Incentive Plan, as amended from time to time.


(o)“Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.


(p)“Section
162(m)” means Section 162(m) of the Code and the regulations thereunder, as amended.


(q)“Share”
means a share of Common Stock, as adjusted in accordance with Section 10 of the Plan.


(r)“Subsidiary”
means any corporation or entity in which the Company owns or controls, directly or indirectly, fifty
percent (50%) or more of the voting power or economic interests of such corporation or entity.



3.Shares Subject to the Plan.


(a)Aggregate
Limits. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be issued
pursuant to Awards granted under the Plan is Five Million (5,000,000) Shares (the “Fungible Pool Limit”).
The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or
authorized but unissued Shares. Any Shares subject to an Award which for any reason expires or terminates unexercised or is not
earned in full shall be added back to the Fungible Pool Limit and may again be made subject to an Award under the Plan. The following
Shares shall not be added back to the Fungible Pool Limit and shall not again be made available for issuance as Awards under the
Plan: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right, (ii) Shares
used to pay the exercise price or withholding taxes related to an outstanding Award, or (iii) Shares repurchased on the open market
with the exercise price proceeds received by the Company upon the exercise of an Award.


(b)Treatment
of Awards. Each Share issued or to be issued in connection with any Award shall be counted against the Fungible Pool Limit
as one (1) Share. For these purposes, the number of Shares taken into account with respect to a SAR shall be the number of Shares
underlying the SAR at grant, and not the final number of Shares delivered upon exercise of the SAR. Any Shares previously the subject
of an Award that again become available for grant pursuant to Section 3(a) shall be added back to the Fungible Pool
Limit in the same proportion, and using the same multiplier, pursuant to which such Awards reduced the Shares in the Fungible Pool
Limit. The Administrator shall determine the appropriate methodology for calculating the number of Shares issued pursuant to the
Plan.


4.Administration
of the Plan.


(a)               
Procedure.


(i)                
Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be administered
by different bodies with respect to Directors, Officers who are not Directors, and Employees who are neither Directors nor Officers.


(ii)              
Administration with Respect to Directors and Officers Subject to Section 16(b). With
respect to Awards granted to Directors or to Employees who are also Officers or Directors subject to Section 16(b) of the Exchange
Act, the Plan shall be administered by (A) the Board, if the Board may administer the Plan in compliance with the requirements
for grants under the Plan to be exempt acquisitions under Rule 16b-3, or (B) a committee designated by the Board to administer
the Plan, which committee shall consist of “Non-Employee Directors” within the meaning of Rule 16b-3. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and substitute
new members, fill vacancies (however caused), and remove all members of the Committee and thereafter directly administer the Plan,
all to the extent permitted by the requirements for grants under the Plan to be exempt acquisitions under Rule 16b-3.


(iii)Administration
with Respect to Covered Employees Subject to Section 162(m) of the Code. With respect to Awards granted to Employees who are
also “covered employees” within the meaning of Section 162(m) of the Code and the regulations thereunder, as amended,
the Plan shall be administered by a committee designated by the Board to administer the Plan, which committee shall be constituted
to satisfy the requirements applicable to Awards intended to qualify as “performance-based compensation” under Section
162(m). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.
From time to time the Board may increase the size of the Committee and appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however caused), and remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the rules applicable to Awards intended to qualify as “performance-based
compensation” under Section 162(m).


(iv)Administration
with Respect to Other Persons. With respect to Awards granted to Employees or Consultants who are neither Directors nor Officers
of the Company, the Plan shall be administered by (A) the Board or (B) a committee designated by the Board, which committee shall
be constituted to satisfy the legal requirements relating to the administration of stock option plans under state corporate and
securities laws and the Code. Once appointed, such Committee shall serve in its designated capacity until otherwise directed by
the Board. The Board may increase the size of the Committee and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and remove all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by applicable laws.


(b)              
Powers of the Administrator. Subject to the express provisions and limitations set
forth in this Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator shall be authorized and empowered to do all things necessary or desirable, in its sole
discretion, in connection with the administration of this Plan, including, without limitation, the following:


(i)to prescribe,
amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;


(ii)to determine
which persons are eligible to be Participants, to which of such persons, if any, Awards shall be granted hereunder and the timing
of any such Awards, and to grant Awards;


(iii)to grant
Awards to Participants and determine the terms and conditions thereof, including the number of Shares subject to Awards and the
exercise or purchase price of such Shares and the circumstances under which Awards become exercisable or vested or are forfeited
or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance
criteria, the occurrence of certain events, or other factors;


(iv)to establish
or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability,
vesting and/or ability to retain any Award;


(v)to prescribe
and amend the terms of the agreements or other documents evidencing Awards made under this Plan (which need not be identical);


(vi)to determine
whether, and the extent to which, adjustments are required pursuant to Section 10;


(vii)to interpret
and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder,
and to make exceptions to any such provisions in good faith and for the benefit of the Company; and


(viii)to make
all other determinations deemed necessary or advisable for the administration of this Plan.


(c)Delegation
and Administration. The Administrator may delegate to one or more separate committees (any such committee a “Subcommittee”)
composed of one or more directors of the Company (who may but need not be members of any Committee comprising the Administrator)
the ability to grant Awards and take the other actions described in Section 4(b) with respect to Participants who are not
Officers, and such actions shall be treated for all purposes as if taken by the Administrator. The Administrator may delegate to
a Subcommittee of one or more Officers the ability to grant Awards and take the other actions described in Section 4(b)
with respect to Participants (other than any such Officers themselves) who are not directors or Officers, provided, however,
that the resolution so authorizing such Officer(s) shall specify the total number of rights or options such Subcommittee may so
award, and such actions shall be treated for all purposes as if taken by the Administrator. Any action by any such Subcommittee
within the scope of such delegation shall be deemed for all purposes to have been taken by the Administrator, and references in
this Plan to the Administrator shall include any such Subcommittee. The Administrator may delegate the administration of the Plan
to an Officer or Officers, and such administrator(s) may have the authority to execute and distribute agreements or other documents
evidencing or relating to Awards granted by the Administrator under this Plan, to maintain records relating to the grant, vesting,
exercise, forfeiture or expiration of Awards, to process or oversee the issuance of Shares upon the exercise, vesting and/or settlement
of an Award, to interpret the terms of Awards and to take such other actions as the Administrator may specify. Any action by any
such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Administrator
and references in this Plan to the Administrator shall include any such administrator, provided that the actions and interpretations
of any such administrator shall be subject to review and approval, disapproval or modification by the Administrator.


(d)Effect of
Change in Status. The Administrator shall have the discretion to determine the effect upon an Award and upon a Participant’s
status as an Employee under the Plan (including whether a Participant shall be deemed to have experienced a termination of employment
or other change in status) and upon the vesting, expiration or forfeiture of an Award in the case of (i) any Participant who is
employed by an entity that ceases to be a Subsidiary of the Company, (ii) any leave of absence approved by the Company or a Subsidiary,
(iii) any transfer between locations of employment with the Company or a Subsidiary or between the Company and any Subsidiary or
between any Subsidiaries, (iv) any change in the Participant’s status from an Employee to a Consultant or Director, or vice
versa, and (v) any Employee who becomes employed by any partnership, joint venture, corporation or other entity not meeting the
requirements of a Subsidiary.


(e)Determinations
of the Administrator. All decisions, determinations and interpretations by the Administrator regarding this Plan shall be final
and binding on all Participants or other persons claiming rights under the Plan or any Award, unless any such decision, determination
or interpretation is otherwise determined by the Board in which case the Board’s determination shall be final and binding.
The Administrator shall consider such factors as it deems relevant to making such decisions, determinations and interpretations
including, without limitation, the recommendations or advice of any Director, Officer or Employee and such attorneys, consultants
and accountants as it may select. A Participant or other holder of an Award may contest a decision or action by the Administrator
with respect to such person or Award only on the grounds that such decision or action was unlawful, and any review of such decision
or action shall be limited to determining whether the Administrator’s decision or action was unlawful.


5.Eligibility.
Awards may be granted to any person who is a Participant under this Plan; provided that ISOs may be granted only to Employees eligible
under applicable Code provisions. If otherwise eligible, a Participant who has been granted an Award may be granted additional
Awards.


6.Term of
the Plan. The Plan was approved by the Board and became effective on February 15, 2012. The Plan
shall remain available for the grant of Awards until February 15, 2022 or such earlier date as the Board may determine. The expiration
of the Administrator’s authority to grant Awards under the Plan will not affect the operation of the terms of the Plan or
the Company’s and Participants’ rights and obligations with respect to Awards granted on or prior to the expiration
date of the Plan.


7.Plan
Awards.


(a)Award Types.
The Administrator, on behalf of the Company, is authorized under this Plan to grant, award and enter into the following arrangements
or benefits under the Plan provided that their terms and conditions are not inconsistent with the provisions of the Plan: Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards. The Administrator,
in its discretion, may determine that any Award granted hereunder shall be a performance Award the grant, issuance, retention,
vesting and/or settlement of which is subject to satisfaction of one or more of the Qualifying Performance Criteria specified in
Section 8(e).


(i)Stock
Options. A “Stock Option” is a right to purchase a number of Shares at such exercise price, at such
times, and on such other terms and conditions as are specified in or determined pursuant to the document(s) evidencing the Award
(the “Option Agreement”). The Committee may grant Stock Options intended to be eligible to qualify as
incentive stock options (“ISOs”) pursuant to Section 422 of the Code and Stock Options that are not intended
to qualify as ISOs (“Non-qualified Stock Options”), as it, in its sole discretion, shall determine.


(ii)Stock
Appreciation Rights. A “Stock Appreciation Right” or “SAR” is a right to
receive, in cash or stock (as determined by the Administrator), value with respect to a specific number of Shares equal to or otherwise
based on the excess of (i) the market value of a Share at the time of exercise over (ii) the exercise price of the right, subject
to such terms and conditions as are expressed in the document(s) evidencing the Award (the “SAR Agreement”).


(iii)Restricted
Stock. A “Restricted Stock” Award is an award of Shares, the grant, issuance, retention and/or vesting
of which is subject to such conditions as are expressed in the document(s) evidencing the Award (the “Restricted Stock
Agreement”).


(iv)Restricted
Stock Unit. A “Restricted Stock Unit” Award is an award of a right to receive, in cash or stock (as
determined by the Administrator) the market value of one Share, the grant, issuance, retention and/or vesting of which is subject
to such conditions as are expressed in the document(s) evidencing the Award (the “Restricted Stock Unit Agreement”).


(v)Other
Stock-Based Awards. An “Other Stock-Based Award” is an award other than those described in subsections
(i) – (iv) above, that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or
related to, Common Stock or factors that may influence the value of Common Stock, including, without limitation, convertible or
exchangeable debt securities, other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, Awards
with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by
the Administrator, and Awards valued by reference to the book value of Common Stock or the value of securities of or the performance
of specified Subsidiaries or other business units. The Administrator shall determine the terms and conditions of such Awards, which
shall be expressed in the document(s) evidencing the Award (the “Other Stock-Based Award Agreement”).


(b)Grants of
Awards. An Award may consist of one of the foregoing arrangements or benefits or two or more of them in tandem or in the alternative.


8.Terms of
Awards.


(a)Grant,
Terms and Conditions of Stock Options and SARs. The Administrator may grant Stock Options or SARs at any time and from time
to time prior to the expiration of the Plan to eligible Participants selected by the Administrator. No Participant shall have
any rights as a stockholder with respect to any Shares subject to Stock Options or SARs hereunder until said Shares have been
issued. Each Stock Option or SAR shall be evidenced only by such agreements, notices and/or terms or conditions documented in
such form (including by electronic communications) as may be approved by the Administrator. Each Stock Option grant will expressly
identify the Stock Option as an ISO or as a Non-qualified Stock Option. In the absence of a designation, a Stock Option shall
be treated as a Non-qualified Stock Option. Stock Options or SARs granted pursuant to the Plan need not be identical but each
must contain or be subject to the following terms and conditions:


(i)                
Price. The purchase price (also referred to as the exercise price) under each Stock Option
or SAR granted hereunder shall be established by the Administrator. The purchase price per Share shall not be less than 100% of
the market value of a Share on the date of grant. For purposes of the Plan, “market value” shall mean the fair market
value of the Company’s common stock determined in good faith by the Administrator in a manner consistent with the requirements
of Section 409A of the Code. The exercise price of a Stock Option shall be paid in cash or
in such other form if and to the extent permitted by the Administrator, including without limitation by delivery of already owned
Shares, withholding (either actually or by attestation) of Shares otherwise issuable under such Stock Option and/or by payment
under a broker-assisted sale and remittance program acceptable to the Administrator.


(ii)              
(ii)Duration, Exercise and Termination of Stock Options and SARs. Each Stock Option or
SAR shall be exercisable at such time and in such installments during the period prior to the expiration of the Stock Option or
SAR as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any
Stock Option or SAR subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate
by the Administrator. At any time after the grant of a Stock Option, the Administrator may reduce or eliminate any restrictions
on the Participant’s right to exercise all or part of the Stock Option. Each Stock Option or
SAR must expire within a period of not more than ten (10) years from the grant date. The Option Agreement or SAR Agreement may
provide for expiration prior to the end of the stated term of the Award in the event of the termination of employment or service
of the Participant to whom it was granted.





(iii)Conditions
and Restrictions Upon Securities Subject to Stock Options or SARs. Subject to the express provisions of the Plan, the Administrator
may provide that the Shares issued upon exercise of a Stock Option or SAR shall be subject to such further conditions or agreements
as the Administrator in its discretion may specify prior to the exercise of such Stock Option or SAR, including, without limitation,
conditions on vesting or transferability, forfeiture or repurchase provisions. The obligation to make payments with respect to
SARs may be satisfied through cash payments or the delivery of Shares, or a combination thereof as the Administrator shall determine.
The Administrator may establish rules for the deferred delivery of Common Stock upon exercise of a Stock Option or SAR with the
deferral evidenced by use of Restricted Stock Units equal in number to the number of Shares whose delivery is so deferred.


(iv)Other
Terms and Conditions. Stock Options and SARs may also contain such other provisions, which shall not be inconsistent with
any of the foregoing terms, as the Administrator shall deem appropriate.


(v)ISOs.
Stock Options intending to qualify as ISOs may only be granted to Employees who are eligible under applicable Code provisions,
as determined by the Administrator. If then required by the Code for ISO treatment, an ISO granted
to an Employee who, at the time the ISO is granted, owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or of its parent corporation or Subsidiary, must have an exercise
price that is not less than 110% of the market value of the Shares subject to the ISO, determined as of the date of grant and
a term not exceeding five (5) years. To the extent that the Option Agreement specifies that a Stock Option is intended
to be treated as an ISO, the Stock Option is intended to qualify to the greatest extent possible as an “incentive stock
option” within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that any such designation
shall not be interpreted as a representation, guarantee or other undertaking on the part of the Company that the Stock Option
is or will be determined to qualify as an ISO. If and to the extent that any Shares are issued under a portion of any Stock Option
that exceeds the $100,000 limitation of Section 422 of the Code, such Shares shall not be treated as issued under an ISO notwithstanding
any designation otherwise. Certain decisions, amendments, interpretations and actions by the Administrator and certain actions
by a Participant may cause a Stock Option to cease to qualify for the tax treatment applicable to ISOs pursuant to the Code and
by accepting a Stock Option the Participant agrees in advance to such disqualifying action.


(b)Grant,
Terms and Conditions of Restricted Stock and Restricted Stock Units. The Administrator may grant Restricted Stock or Restricted
Stock Units at any time and from time to time prior to the expiration of the Plan to eligible Participants selected by the Administrator.
A Participant shall have rights as a stockholder with respect to any Shares subject to a Restricted Stock Award hereunder only
to the extent specified in this Plan or the Restricted Stock Agreement evidencing such Award. Awards of Restricted Stock or Restricted
Stock Units shall be evidenced only by such agreements, notices and/or terms or conditions documented in such form (including
by electronic communications) as may be approved by the Administrator. Awards of Restricted Stock or Restricted Stock Units granted
pursuant to the Plan need not be identical but each must contain or be subject to the following terms and conditions:


(i)Terms
and Conditions. Each Restricted Stock Agreement and each Restricted Stock Unit Agreement shall contain provisions regarding
(a) the number of Shares subject to such Award or a formula for determining such, (b) the purchase price of the Shares, if any,
and the means of payment for the Shares, (c) the performance criteria, if any, and level of achievement versus these criteria
that shall determine the number of Shares granted, issued, retainable and/or vested, (d) such terms and conditions on the grant,
issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (e) restrictions
on the transferability of the Shares and (f) such further terms and conditions as may be determined from time to time by the Administrator,
in each case not inconsistent with this Plan.


(ii)Sale
Price. Subject to the requirements of applicable law, the Administrator shall determine the price, if any, at which Shares
of Restricted Stock or Restricted Stock Units shall be sold or awarded to a Participant, which may vary from time to time and
among Participants and which may be below the market value of such Shares at the date of grant or issuance.


(iii)Share
Vesting. The grant, issuance, retention and/or vesting of Shares under Restricted Stock or Restricted Stock Unit Awards shall
be at such time and in such installments as determined by the Administrator or under criteria established by the Administrator.
The Administrator shall have the right to make the timing of the grant and/or the issuance, ability to retain and/or vesting of
Shares under Restricted Stock or Restricted Stock Unit Awards subject to continued employment, passage of time and/or such performance
criteria and level of achievement versus these criteria as deemed appropriate by the Administrator, which criteria may be based
on financial performance and/or personal performance evaluations. Notwithstanding anything to the contrary herein, the performance
criteria for any Restricted Stock or Restricted Stock Unit that is intended to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected
by the Administrator and specified at the time the Restricted Stock or Restricted Stock Unit Award is granted.


(iv)Termination
of Employment. The Restricted Stock or Restricted Stock Unit Agreement may provide for the forfeiture or cancellation of the
Restricted Stock or Restricted Stock Unit Award, in whole or in part, in the event of the termination of employment or service
of the Participant to whom it was granted.


(v)Restricted
Stock Units. Except to the extent this Plan or the Administrator specifies otherwise, Restricted Stock Units represent an
unfunded and unsecured obligation of the Company and do not confer any of the rights of a stockholder until Shares are issued
thereunder. Settlement of Restricted Stock Units upon expiration of the deferral or vesting period shall be made in Shares or
otherwise as determined by the Administrator. Dividends or dividend equivalent rights shall be payable in cash or in additional
shares with respect to Restricted Stock Units only to the extent specifically provided for by the Administrator. Until a Restricted
Stock Unit is settled, the number of Shares represented by a Restricted Stock Unit shall be subject to adjustment pursuant to
Section 10. Any Restricted Stock Units that are settled after the Participant’s death shall be distributed to the
Participant’s designated beneficiary(ies) or, if none was designated, the Participant’s estate.


(c)Suspension
or Termination of Awards. If at any time (including with respect to Stock Options or SARs after a notice of exercise has been
delivered) the Administrator reasonably believes that a Participant has committed an act of misconduct as described in this Section,
the Administrator may suspend the Participant’s right to exercise any Stock Option or SAR or suspend the vesting of Shares
under the Participant’s Restricted Stock or Restricted Stock Unit Awards, as the case may be, pending a determination of
whether an act of misconduct has been committed. If the Administrator determines a Participant has committed an act of embezzlement,
fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company
rules resulting in loss, damage or injury to the Company, or if a Participant makes an unauthorized disclosure of any Company
trade secret or confidential information, engages in any conduct constituting unfair competition, induces any customer to breach
a contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relationship,
the Administrator may prohibit or restrict the Participant and his or her successor(s) in interest from exercising any Stock Option
or SAR and may cause the Participant’s Restricted Stock or Restricted Stock Unit Agreement to be restricted or forfeited
and cancelled. Any determination by the Administrator with respect to the foregoing shall be final, conclusive and binding on
all interested parties, unless any such determination is otherwise determined by the Board in which case the Board’s determination
shall be final and binding.


(d)Transferability.
Unless the agreement or other document evidencing an Award (or an amendment thereto authorized by the Administrator) expressly
states that the Award is otherwise transferable as provided hereunder, no Award granted under this Plan, nor any interest in such
Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will
or the laws of descent and distribution. The Administrator may grant an Award that is, or amend an outstanding Award to provide
that the Award is, transferable or assignable to the extent that, following a transfer or assignment, exercise of the Award or
resale of underlying securities by the transferee could be registered under the Securities Act of 1933, as amended (the “Securities
Act”) on Form S-8 (or any successor form used for employee benefit plan registrations) under the Securities Act, as
such form may be amended from time to time, provided that following any such transfer or assignment the Award will remain subject
to substantially the same terms applicable to the Award while held by the Participant to whom it was granted, as modified as the
Administrator shall determine appropriate, and as a condition to such transfer the transferee shall execute an agreement agreeing
to be bound by such terms; provided, further, that an ISO may be transferred or assigned only to the extent consistent with Section
422 of the Code. Any purported assignment, transfer or encumbrance that does not qualify under this Section 8(d) shall
be void and unenforceable against the Company.


(e)Qualifying
Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean
any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either
the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured
either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous
years’ results or to a designated comparison group, in each case as specified by the Administrator in the Award: (a) cash
flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total stockholder
return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net
income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit
margin, (n) return on operating revenue, (o) return on invested capital, (p) market segment share, (q) product release schedules,
(r) new product innovation, (s) product cost reduction through advanced technology, (t) brand recognition/acceptance, (u) product
ship targets, (v) customer satisfaction, (w) strategic initiatives, or (x) acquisitions. The Administrator may appropriately adjust
any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during
a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in
or provisions under tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals
for reorganization and restructuring programs, and (v) any extraordinary non-recurring items as described in Accounting Principles
Board Opinion No. 30, as amended, and/or in management’s discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to stockholders for the applicable year. Notwithstanding satisfaction of any completion
of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award, the number of Shares, Stock
Options, SARs, Restricted Stock Units or other benefits granted, issued, retainable and/or vested under an Award on account of
satisfaction of such Qualifying Performance Criteria may be reduced by the Administrator on the basis of such further considerations
as the Administrator in its sole discretion shall determine.


(f)Dividends.
Unless otherwise provided by the Administrator, no adjustment shall be made in Shares issuable under Awards on account of cash
dividends that may be paid or other rights that may be issued to the holders of Shares prior to their issuance under any Award.
The Administrator shall specify whether dividends or dividend equivalent amounts shall be paid to any Participant with respect
to the Shares subject to any Award that have not vested or been issued or that are subject to any restrictions or conditions on
the record date for dividends.


(g)Documents
Evidencing Awards. The Administrator shall, subject to applicable law, determine the date an Award is deemed to be granted.
The Administrator or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements
or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s
or document’s effectiveness that such agreement or document be executed by the Participant, including by electronic signature
or other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified
in such agreement or document. The grant of an Award under this Plan shall not confer any rights upon the Participant holding
such Award other than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type
of Award (or to all Awards) or as are expressly set forth in the agreement or other document evidencing such Award.


(h)Additional
Restrictions on Awards. Either at the time an Award is granted or by subsequent action, the Administrator may, but need not,
impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by
a Participant or other subsequent transfers by a Participant of any Shares issued under an Award, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of
sales by the Participant or Participants, and (c) restrictions as to the use of a specified brokerage firm for receipt, resales
or other transfers of such Shares.


(i)Subsidiary
Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Administrator
so directs, be implemented by the Company issuing any subject Shares to the Subsidiary, for such lawful consideration as the Administrator
may determine, upon the condition or understanding that the Subsidiary will transfer the Shares to the Participant in accordance
with the terms of the Award specified by the Administrator pursuant to the provisions of the Plan. Notwithstanding any other provision
hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Administrator
shall determine.


9.Withholding
Taxes. To the extent required by applicable federal, state, local or foreign law, the Administrator
may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations
that arise with respect to any Stock Option, SAR, Restricted Stock or Restricted Stock Unit Award, or any sale of Shares. The
Company shall not be required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied.
To the extent permitted or required by the Administrator, these obligations may or shall be satisfied by having the Company withhold
a portion of the Shares of stock that otherwise would be issued to a Participant under such Award or by tendering Shares previously
acquired by the Participant.


10.Adjustments
of and Changes in the Common Stock.


(a)The existence
of outstanding Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations, exchanges, or other changes in the Company’s capital structure or
its business, or any merger or consolidation of the Company or any issuance of Shares or other securities or subscription rights
thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or other securities
of the Company or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Further,
except as expressly provided herein or by the Administrator, (i) the issuance by the Company of shares of stock or any class of
securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such
shares or other securities, (ii) the payment of a dividend in property other than Shares, or (iii) the occurrence of any similar
transaction, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of Shares subject to Stock Options or other Awards theretofore granted or the purchase price per Share,
unless the Administrator shall determine, in its sole discretion, that an adjustment is necessary or appropriate.


(b)If the number
of outstanding Shares or other securities of the Company, or both, for which Awards are then exercisable or as to which Awards
may be granted or settled shall at any time be increased or decreased by declaration of a stock dividend, a stock split, a reverse
stock split, a combination of shares or a similar transaction, or if the outstanding Shares or other such securities are changed
or exchanged for a different kind of securities of the Company by a recapitalization, reorganization or any similar equity restructuring
transaction affecting the Shares or such other securities of the Company, the Administrator shall make appropriate adjustments
to the number and kind of Shares or other securities that are subject to this Plan and that are subject to or issuable upon exercises
of any Awards theretofore granted, and to the exercise or settlement prices of such Awards. Any such adjustments shall appropriately
maintain the proportionate numbers of Shares or other securities subject to this Plan or outstanding Awards. Any such adjustment
to an outstanding Award generally shall be made without changing the aggregate exercise or settlement price, if any.


(c)As used in
this paragraph, an “Acquisition” shall mean (i) a reorganization, merger or consolidation (not covered by Section
10(b)) as a result of which the Company is not the surviving entity or as a result of which the outstanding Shares are changed
into or exchanged for cash, property or securities not of the Company’s issue, or a combination thereof, except for a merger
or consolidation with a wholly-owned subsidiary of the Company or a transaction effected primarily to change the state of the
Company’s incorporation, or (ii) a sale or exchange, or series of related sales or exchanges, by the Company of all or substantially
all of its assets, or by one or more of the Company’s Subsidiaries of all or substantially all of the consolidated assets
of the Company and its Subsidiaries, or (iii) the acquisition in a single transaction (including without limitation a merger,
sale or exchange), or series of related transactions, of outstanding Shares representing more than 80% in voting power of the
then outstanding Shares (assuming full conversion of all then convertible securities of the Company and full cashless exercises
of all warrants or options which can then be exercised by cashless exercises). Subject to the following sentence, upon the closing
of such an Acquisition, or upon the dissolution and liquidation of the Company, each outstanding Stock Option or SAR shall terminate
and each holder of an outstanding Stock Option or SAR shall, notwithstanding any unfulfilled vesting requirement, be entitled
prior to such closing or liquidation to exercise the unexercised portion of such Stock Option or SAR. The preceding sentence shall
be subject to any different terms contained in the grant of or agreement governing such Award and shall not be applicable with
respect to a Stock Option or SAR if provision shall be made in connection with such Acquisition for the assumption of the Stock
Option or SAR by, or the substitution for such Stock Option or SAR of a new option or stock appreciation right covering the stock
of the surviving, successor or purchasing corporation or a parent or subsidiary thereof with appropriate adjustments as to the
number and kind of shares or other property to be issued upon exercise of the Stock Option or SAR and the exercise price, provided
that with respect to an Incentive Option such assumption or substitution is permitted (to preserve the applicability to the Incentive
Option of Section 421(a) of the Code) by Sections 422 and 424 of the Code. The grant or instrument evidencing any Option, SAR
or other Award may also provide for other accelerations of vesting requirements or its exercise or settlement.


(d)Subject to
the requirements of Section 155 of the Nevada General Corporation Law, unless otherwise determined by the Administrator, no right
to purchase or receive fractional Shares shall result from any adjustment in a Stock Option, SAR or other Award pursuant to this
Section 10 and, in case of any such adjustment, the Shares subject to the Stock Option, SAR or Award shall be rounded down
to the nearest whole share.


11.Amendment
and Termination of the Plan. The Board may amend, alter or discontinue the Plan and the Administrator may to the extent permitted
by the Plan amend any agreement or other document evidencing an Award made under this Plan. In addition, no such amendment or
alteration shall be made which would impair the rights of any Participant, without such Participant’s consent, under any
Award theretofore granted; provided that no such consent shall be required with respect to any amendment or alteration if the
Administrator reasonably determines that such amendment or alteration is not reasonably likely to significantly diminish the benefits
provided under such Award, or that any such diminishment has been adequately compensated.


12.Compliance
with Applicable Law. This Plan, the grant and exercise of Awards hereunder, and the obligation of the Company to sell, issue
or deliver Shares under such Awards, shall be subject to all applicable federal, state and local laws, rules and regulations and
to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in
a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under
any federal, state or local law or any ruling or regulation of any government body which shall be necessary; to the extent the
Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary or advisable for the lawful issuance and sale of any
Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained; and no Stock Option shall be exercisable and no Shares shall be issued
and/or transferable under any other Award unless a registration statement with respect to the Shares underlying such Stock Option
is effective and current or the Company has determined that such registration is unnecessary.


13.Liability
of Company. The Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares
as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (b) any tax consequence expected, but not
realized, by any Participant or other person due to the receipt, exercise or settlement of any Stock Option or other Award granted
hereunder.


14.Non-Exclusivity
of Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board or the Administrator to adopt such other
incentive arrangements as either may deem desirable, including, without limitation, the granting of Stock Options, Stock Appreciation
Rights, Restricted Stock or Restricted Stock Units otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.


15.Unfunded
Plan. Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with
respect to Participants who are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience.
The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan
be construed as providing for such segregation, nor shall the Company or the Administrator be deemed to be a trustee of stock
or cash to be awarded under the Plan.


16.Reservation
of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.


17.Governing
Law. This Plan shall be governed by and construed in accordance with the laws of the State of Nevada (without giving effect
to conflicts of law principles).


18.Section 409A of the Code. To the extent applicable, the Plan is intended
to comply with Section 409A of the Code. Unless the Administrator determines otherwise, the Administrator shall interpret
and administer the Plan in accordance with Section 409A. The Administrator shall have the authority unilaterally to accelerate
or delay a payment to which the holder of any Award may be entitled to the extent necessary or desirable to comply with, or avoid
adverse consequences under, Section 409A.