EXHIBIT 4.1


 


SYNTHETIC BIOLOGICS, INC.

(FORMERLY KNOWN AS ADEONA PHARMACEUTICALS, INC.)

2010 STOCK INCENTIVE PLAN

(as amended on May 31, 2016)


 


ARTICLE I

GENERAL


 1.1 Purpose




 


The purpose of the Synthetic
Biologics, Inc. (formerly known as Adeona Pharmaceuticals, Inc.) 2010 Stock Incentive Plan (the “Plan”) is to provide
an incentive for the employees, directors, and consultants to Synthetic Biologics, Inc. (formerly known as Adeona Pharmaceuticals,
Inc.) (the “Company”) and its subsidiaries an incentive (a) to enter into and remain in the service of the Company;
(b) to enhance the long-term performance of the Company; and (c) to acquire a proprietary interest in the success of the Company.


 


1.2 Administration


 


1.2.1 The Plan shall
be administered by the Compensation Committee (the “Committee”) of the board of directors of the Company (the “Board”),
which shall consist of not less than two directors. The members of the Committee shall be appointed by, and serve at the pleasure
of, the Board. To the extent required for transactions under the Plan to qualify for the exemptions available under Rule 16b-3
(“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934 (the “1934 Act”), all actions relating
to awards to persons subject to Section 16 of the 1934 Act shall be taken by the Board unless each person who serves on the Committee
is a “non-employee director” within the meaning of Rule 16b-3 or such actions are taken by a sub-committee of the Committee
(or the Board) comprised solely of “non-employee directors”. To the extent required for compensation realized from
awards under the Plan to be deductible by the Company pursuant to section 162(m) of the Internal Revenue Code of 1986 (the “Code”),
the members of the Committee shall be “outside directors” within the meaning of section 162(m).


 


1.2.2 The Committee
shall have the authority (a) to exercise all of the powers granted to it under the Plan; (b) to construe, interpret and implement
the Plan and any Plan Agreements executed pursuant to Section 2.1; (c) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules governing its own operations; (d) to make all determinations necessary or advisable in administering
the Plan; (e) to correct any defect, supply any omission and reconcile any inconsistency in the Plan; (f) to amend the Plan to
reflect changes in applicable law; (g) to determine whether, to what extent and under what circumstances awards may be settled
or exercised in cash, shares of the Company’s common stock, par value $.001 (the “Common Stock”), other securities,
other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, canceled,
forfeited or suspended; and (h) to determine whether, to what extent and under what circumstances cash, shares of the Common Stock,
other securities, other awards or other property and other amounts payable with respect to an award shall be deferred either automatically
or at the election of the holder thereof or of the Committee.


 


1.2.3 Actions of the
Committee shall be taken by the vote of a majority of its members. Any action may be taken by a written instrument signed by a
majority of the Committee members, and action so taken shall be fully as effective as if it had been taken by a vote at a meeting.


 


1.2.4 The determination
of the Committee on all matters relating to the Plan or any Plan Agreement shall be final, binding and conclusive.


 


1.2.5 No member of the
Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder.


 


1.2.6 Notwithstanding
anything to the contrary contained herein: (a) until the Board shall appoint the members of the Committee, the Plan shall be administered
by the Board; and (b) the Board may, in its sole discretion, at any time and from time to time, grant awards or resolve to administer
the Plan. In either of the foregoing events, the Board shall have all of the authority and responsibility granted to the Committee
herein.


 


1.3 Persons Eligible for Awards


 


Awards under the Plan
may be made to such directors, officers and other employees of the Company and its subsidiaries (including prospective employees
conditioned on their becoming employees), and to such consultants to the Company and its subsidiaries (collectively, “key
persons”) as the Committee shall in its discretion select.


 


1.4 Types of Awards Under the Plan


 


Awards may be made under
the Plan in the form of: (a) incentive stock options (within the meaning of section 422 of the Code); (b) nonqualified stock options;
(c) stock appreciation rights; (d) restricted stock; (e) restricted stock units; and (f) other stock-based awards, all as more
fully set forth in Article II. The term “award” means any of the foregoing. No incentive stock option may be granted
to a person who is not an employee of the Company on the date of grant.


 






     


     


    

 


1.5 Shares Available for Awards


 


1.5.1 The total number
of shares of the Common Stock which may be transferred pursuant to awards granted under the Plan shall not exceed 14,000,000. The
14,000,000 shares referred to in the immediately preceding sentence include 3,000,000 shares of common stock initially included
in the Plan when the Plan was adopted on September 27, 2010, 3,000,000 shares added to the Plan as of September 17, 2013, 2,000,000
shares added to the Plan as of May 15, 2015 and 6,000,000 shares added to the plan as of May 31, 2016. Such shares may be authorized
but unissued shares of the Common Stock or authorized and issued shares of the Common Stock held in the Company’s treasury
or acquired by the Company for the purposes of the Plan. The Committee may direct that any stock certificate evidencing shares
issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares
pursuant to the Plan. If, after the effective date of the Plan, any award is forfeited or any award otherwise terminates or is
cancelled without the delivery of shares of Stock, then the shares covered by such award or to which such award relates shall again
become available for transfer pursuant to awards granted or to be granted under this Plan. Any shares of Stock delivered by the
Company, any shares of Stock with respect to which awards are made by the Company and any shares of Stock with respect to which
the Company becomes obligated to make awards, through the assumption of, or in substitution for, outstanding awards previously
granted by an acquired entity, shall not be counted against the shares available for awards under this Plan.


 


1.5.2 Upon certain changes
in Stock, the number of shares of Stock available for issuance with respect to awards under the Plan, as set forth in Sections
1.5.1 and 1.5.2, shall be adjusted pursuant to Section 3.7.1.


 


1.5.3 Except as provided
in this Section 1.5 and in Section 2.3.7, there shall be no limit on the number or the value of the shares of Stock that may be
subject to awards to any individual under the Plan.


 


1.6 Definitions of Certain Terms


 


1.6.1 The “Fair
Market Value” of a share of Stock on any day shall be determined as follows.


 


(a) If the principal
market for the Stock (the “Market”) is a national securities exchange, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked price of Stock as reported for such Market on such
date or, if no such quotation is made on such date, on the next preceding day on which there were quotations, provided that such
quotations shall have been made within the ten (10) business days preceding the applicable date;


 


(b) If the Market is
the Over the Counter Bulletin Board or another market, the average of the high bid and low asked price for Stock on the applicable
date, or, if no such quotations shall have been made on such date, on the next preceding day on which there were quotations, provided
that such quotations shall have been made within the ten (10) business days preceding the applicable date; or


 


(c) In the event that
neither paragraph (a) nor (b) shall apply, the Fair Market Value of a share of Stock on any day shall be determined in good faith
by the Committee.


 


1.6.2 The term “incentive
stock option” means an option that is intended to qualify for special federal income tax treatment pursuant to sections 421
and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is
so designated in the applicable Plan Agreement. Any option that is not specifically designated as an incentive stock option shall
under no circumstances be considered an incentive stock option. Any option that is not an incentive stock option is referred to
herein as a “nonqualified stock option.”


 


1.6.3 The term “employment”
means, in the case of a grantee of an award under the Plan who is not an employee of the Company, the grantee’s association
with the Company or a subsidiary as a director, consultant or otherwise.


 


1.6.4 A grantee shall
be deemed to have a “termination of employment” upon ceasing to be employed by the Company and all of its subsidiaries
or by a corporation assuming awards in a transaction to which section 424(a) of the Code applies. The Committee may in its discretion
determine (a) whether any leave of absence constitutes a termination of employment for purposes of the Plan, (b) the impact, if
any, of any such leave of absence on awards theretofore made under the Plan, and (c) when a change in a non-employee’s association
with the Company constitutes a termination of employment for purposes of the Plan. The Committee shall have the right to determine
whether the termination of a grantee’s employment is a dismissal for cause and the date of termination in such case, which
date the Committee may retroactively deem to be the date of the action that is cause for dismissal. Such determinations of the
Committee shall be final, binding and conclusive.


 


1.6.5 The term “cause,”
when used in connection with termination of a grantee’s employment, shall have the meaning set forth in any then-effective
employment agreement between the grantee and the Company or a subsidiary thereof. In the absence, of or in addition to, as the
case may be, such an employment agreement provision, “cause” means: (a) conviction of any crime (whether or not involving
the Company) constituting a felony in the jurisdiction involved; (b) engaging in any substantiated act involving moral turpitude;
(c) engaging in any act which, in each case, subjects, or if generally known would subject, the Company to public ridicule or embarrassment;
(d) material violation of the Company’s policies, including, without limitation, those relating to sexual harassment or the
disclosure or misuse of confidential information; (e) serious neglect or misconduct in the performance of the grantee’s duties
for the Company or a subsidiary or willful or repeated failure or refusal to perform such duties; in each case as determined by
the Committee, which determination shall be final, binding and conclusive.


 






     


     


    

 


ARTICLE II

AWARDS UNDER THE PLAN


2.1 Agreements Evidencing Awards


 


Each award granted under
the Plan shall be evidenced by a written agreement (“Plan Agreement”) which shall contain such provisions as the Committee
in its discretion deems necessary or desirable. Such provisions may include, without limitation, a requirement that the grantee
become a party to a stockholders’ agreement with respect to any shares of Stock acquired pursuant to the award, a requirement
that the grantee acknowledge that such shares are acquired for investment purposes only, and a right of first refusal exercisable
by the Company in the event that the grantee wishes to transfer any such shares. The Committee may grant awards in tandem with
or in substitution for any other award or awards granted under this Plan or any award granted under any other plan of the Company
or any subsidiary. Payments or transfers to be made by the Company or any subsidiary upon the grant, exercise or payment of an
award may be made in such form as the Committee shall determine, including cash, shares of Stock, other securities, other awards
or other property and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance
with rules established by the Committee. By accepting an award pursuant to the Plan, a grantee thereby agrees that the award shall
be subject to all of the terms and provisions of the Plan and the applicable Plan Agreement.


 


2.2 No Rights as a Stockholder


 


No grantee of an option
or stock appreciation right (or other person having the right to exercise such award) shall have any of the rights of a stockholder
of the Company with respect to shares subject to such award until the issuance of a stock certificate to such person for such shares.


 


2.3 Grant of Stock Options and
Stock Appreciation Rights


 


2.3.1 The Committee
may grant incentive stock options and nonqualified stock options (collectively, “options”) to purchase shares of the
Common Stock from the Company, to such key persons, in such amounts and subject to such terms and conditions, as the Committee
shall determine in its discretion, subject to the provisions of the Plan.


 


2.3.2 The Committee
may grant stock appreciation rights to such key persons, in such amounts and subject to such terms and conditions, as the Committee
shall determine in its discretion, subject to the provisions of the Plan. Stock appreciation rights may be granted in connection
with all or any part of, or independently of, any option granted under the Plan. A stock appreciation right granted in connection
with a nonqualified stock option may be granted at or after the time of grant of such option. A stock appreciation right granted
in connection with an incentive stock option may be granted only at the time of grant of such option.


 


2.3.3 The grantee of
a stock appreciation right shall have the right, subject to the terms of the Plan and the applicable Plan Agreement, to receive
from the Company an amount equal to (a) the excess of the Fair Market Value of a share of the Common Stock on the date of exercise
of the stock appreciation right over (b) the exercise price of such right as set forth in the Plan Agreement (or over the option
exercise price if the stock appreciation right is granted in connection with an option), multiplied by (c) the number of shares
with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be in
cash or in shares of the Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right)
or both, all as the Committee shall determine in its discretion. Upon the exercise of a stock appreciation right granted in connection
with an option, the number of shares subject to the option shall be correspondingly reduced by the number of shares with respect
to which the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation
right has been granted, the number of shares subject to the stock appreciation right shall be correspondingly reduced by the number
of shares with respect to which the option is exercised.


 


2.3.4 Each Plan Agreement
with respect to an option shall set forth the amount (the “option exercise price”) payable by the grantee to the Company
upon exercise of the option evidenced thereby. The option exercise price per share shall be determined by the Committee in its
discretion; provided, however, that the option exercise price of an incentive stock option shall be at least 100% of the Fair Market
Value of a share of the Common Stock on the date the option is granted, and provided further that in no event shall the option
exercise price be less than the par value of a share of the Common Stock.


 


2.3.5 Each Plan Agreement
with respect to an option or stock appreciation right shall set forth the periods during which the award evidenced thereby shall
be exercisable, whether in whole or in part. Such periods shall be determined by the Committee in its discretion; provided, however,
that no incentive stock option (or a stock appreciation right granted in connection with an incentive stock option) shall be exercisable
more than 10 years after the date of grant.


 


2.3.6 The Committee
may in its discretion include in any Plan Agreement with respect to an option (the “original option”) a provision that
an additional option (the “additional option”) shall be granted to any grantee who, pursuant to Section 2.4.3(b), delivers
shares of the Common Stock in partial or full payment of the exercise price of the original option. The additional option shall
be for a number of shares of the Common Stock equal to the number thus delivered, shall have an exercise price equal to the Fair
Market Value of a share of the Common Stock on the date of exercise of the original option, and shall have an expiration date no
later than the expiration date of the original option. In the event that a Plan Agreement provides for the grant of an additional
option, such Agreement shall also provide that the exercise price of the original option be no less than the Fair Market Value
of a share of Stock on its date of grant, and that any shares that are delivered pursuant to Section 2.4.3(b) in payment of such
exercise price shall have been held for at least six months.


 






     


     


    

 


2.3.7 To the extent
that the aggregate Fair Market Value (determined as of the time the option is granted) of the stock with respect to which incentive
stock options granted under this Plan and all other plans of the Company and any subsidiary are first exercisable by any employee
during any calendar year shall exceed the maximum limit (currently, $100,000), if any, imposed from time to time under section
422 of the Code, such options shall be treated as nonqualified stock options.


 


2.3.8 Notwithstanding
the provisions of Sections 2.3.4 and 2.3.5, to the extent required under section 422 of the Code, an incentive stock option may
not be granted under the Plan to an individual who, at the time the option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporations (as
such ownership may be determined for purposes of section 422(b)(6) of the Code) unless (a) at the time such incentive stock option
is granted the option exercise price is at least 110% of the Fair Market Value of the shares subject thereto and (b) the incentive
stock option by its terms is not exercisable after the expiration of 5 years from the date it is granted.


 


2.4 Exercise of Options and Stock
Appreciation Rights


 


Subject to the provisions
of this Article II, each option or stock appreciation right granted under the Plan shall be exercisable as follows:


2.4.1 Unless the applicable
Plan Agreement otherwise provides, an option or stock appreciation right may be exercised from time to time as to all or part of
the shares as to which such award is then exercisable (but, in any event, only for whole shares). A stock appreciation right granted
in connection with an option may be exercised at any time when, and to the same extent that, the related option may be exercised.
An option or stock appreciation right shall be exercised by the filing of a written notice with the Company, on such form and in
such manner as the Committee shall prescribe.


 


2.4.2 Any written notice
of exercise of an option shall be accompanied by payment for the shares being purchased. Such payment shall be made: (a) by certified
or official bank check (or the equivalent thereof acceptable to the Company) for the full option exercise price; or (b) unless
the applicable Plan Agreement provides otherwise, by delivery of shares of the Common Stock (which, if acquired pursuant to exercise
of a stock option, were acquired at least six months prior to the option exercise date) and having a Fair Market Value (determined
as of the exercise date) equal to all or part of the option exercise price and a certified or official bank check (or the equivalent
thereof acceptable to the Company) for any remaining portion of the full option exercise price; or (c) at the discretion of the
Committee and to the extent permitted by law, by such other provision as the Committee may from time to time prescribe.


 


2.4.3 Promptly after
receiving payment of the full option exercise price, or after receiving notice of the exercise of a stock appreciation right for
which payment will be made partly or entirely in shares, the Company shall, subject to the provisions of Section 3.3 (relating
to certain restrictions), deliver to the grantee or to such other person as may then have the right to exercise the award, a certificate
or certificates for the shares of the Common Stock for which the award has been exercised. If the method of payment employed upon
option exercise so requires, and if applicable law permits, an optionee may direct the Company to deliver the certificate(s) to
the optionee’s stockbroker.


 


2.5 Termination of Employment;
Death


 


2.5.1 Except to the
extent otherwise provided in Section 2.5.2 or 2.5.3 or in the applicable Plan Agreement, all options and stock appreciation rights
not theretofore exercised shall terminate upon termination of the grantee’s employment for any reason (including death).


 


2.5.2 If a grantee’s
employment terminates for any reason other than death or dismissal for cause, the grantee may exercise any outstanding option or
stock appreciation right on the following terms and conditions: (a) exercise may be made only to the extent that the grantee was
entitled to exercise the award on the date of employment termination; and (b) exercise must occur within 90 days after employment
terminates, except that this 90 day period shall be increased to one year if the termination is by reason of disability, but in
no event after the expiration date of the award as set forth in the Plan Agreement. In the case of an incentive stock option, the
term “disability” for purposes of the preceding sentence shall have the meaning given to it by section 422(c)(6) of
the Code.


 


2.5.3 If a grantee dies
while employed by the Company or any subsidiary, or after employment termination but during the period in which the grantee’s
awards are exercisable pursuant to Section 2.5.2, any outstanding option or stock appreciation right shall be exercisable on the
following terms and conditions: (a) exercise may be made only to the extent that the grantee was entitled to exercise the award
on the date of death; and (b) exercise must occur by the earlier of the first anniversary of the grantee’s death or the expiration
date of the award. Any such exercise of an award following a grantee’s death shall be made only by the grantee’s executor
or administrator, unless the grantee’s will specifically disposes of such award, in which case such exercise shall be made
only by the recipient of such specific disposition. If a grantee’s personal representative or the recipient of a specific
disposition under the grantee’s will shall be entitled to exercise any award pursuant to the preceding sentence, such representative
or recipient shall be bound by all the terms and conditions of the Plan and the applicable Plan Agreement which would have applied
to the grantee including, without limitation, the provisions of Sections 3.3 and 3.7 hereof.


 


2.6 Grant of Restricted Stock


 


2.6.1 The Committee
may grant restricted shares of Stock to such key persons, in such amounts, and subject to such terms and conditions as the Committee
shall determine in its discretion, subject to the provisions of the Plan. Restricted stock awards may be made independently of
or in connection with any other award under the Plan. A grantee of a restricted stock award shall have no rights with respect to
such award unless such grantee accepts the award within such period as the Committee shall specify by executing a Plan Agreement
in such form as the Committee shall determine and, if the Committee shall so require, makes payment to the Company by certified
or official bank check (or the equivalent thereof acceptable to the Company) in such amount as the Committee may determine.


 






     


     


    

 


2.6.2 Promptly after
a grantee accepts a restricted stock award, the Company shall issue in the grantee’s name a certificate or certificates for
the shares of the Common Stock covered by the award. Upon the issuance of such certificate(s), the grantee shall have the rights
of a stockholder with respect to the restricted stock, subject to the nontransferability restrictions and Company repurchase rights
described in Sections 2.6.4 and 2.6.5 and to such other restrictions and conditions as the Committee in its discretion may include
in the applicable Plan Agreement.


 


2.6.3 Unless the Committee
shall otherwise determine, any certificate issued evidencing shares of restricted stock shall remain in the possession of the Company
until such shares are free of any restrictions specified in the applicable Plan Agreement.


 


2.6.4 Shares of restricted
stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in
this Plan or the applicable Plan Agreement. The Committee at the time of grant shall specify the date or dates (which may depend
upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the restricted
stock shall lapse. Unless the applicable Plan Agreement provides otherwise, additional shares of Stock or other property distributed
to the grantee in respect of shares of restricted stock, as dividends or otherwise, shall be subject to the same restrictions applicable
to such restricted stock.


 


2.6.5 During the 120
days following termination of the grantee’s employment for any reason, the Company shall have the right to require the return
of any shares to which restrictions on transferability apply, in exchange for which the Company shall repay to the grantee (or
the grantee’s estate) any amount paid by the grantee for such shares.


 


2.7 Grant of Restricted Stock Units


 


2.7.1 The Committee
may grant awards of restricted stock units to such key persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the Plan. Restricted stock units may be awarded independently
of or in connection with any other award under the Plan.


 


2.7.2 At the time of
grant, the Committee shall specify the date or dates on which the restricted stock units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate. In the event of the termination of the grantee’s employment
by the Company and its subsidiaries for any reason, restricted stock units that have not become nonforfeitable shall be forfeited
and cancelled. The Committee at any time may accelerate vesting dates and otherwise waive or amend any conditions of an award of
restricted stock units.


 


2.7.3 At the time of
grant, the Committee shall specify the maturity date applicable to each grant of restricted stock units, which may be determined
at the election of the grantee. Such date may be later than the vesting date or dates of the award. On the maturity date, the Company
shall transfer to the grantee one unrestricted, fully transferable share of the Common Stock for each restricted stock unit scheduled
to be paid out on such date and not previously forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of the Common Stock.


 


2.8 Other Stock-Based Awards


 


The Committee may grant
other types of stock-based awards (including the grant of unrestricted shares) to such key persons, in such amounts and subject
to such terms and conditions, as the Committee shall in its discretion determine, subject to the provisions of the Plan. Such awards
may entail the transfer of actual shares of the Common Stock to Plan participants, or payment in cash or otherwise of amounts based
on the value of shares of the Common Stock.


 


ARTICLE III

MISCELLANEOUS


 


3.1 Amendment of the Plan; Modification
of Awards


 


3.1.1 The Board may
from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment shall
materially impair any rights or materially increase any obligations under any award theretofore made under the Plan without the
consent of the grantee (or, after the grantee’s death, the person having the right to exercise the award). For purposes of
this Section 3.1, any action of the Board or the Committee that alters or affects the tax treatment of any award shall not be considered
to materially impair any rights of any grantee.


 


3.1.2 Stockholder approval
of any amendment shall be obtained to the extent necessary to comply with section 422 of the Code (relating to incentive stock
options) or other applicable law or regulation.


 


3.1.3 The Committee
may amend any outstanding Plan Agreement, including, without limitation, by amendment which would accelerate the time or times
at which the award becomes unrestricted or may be exercised, or waive or amend any goals, restrictions or conditions set forth
in the Agreement. However, any such amendment (other than an amendment pursuant to Section 3.7.2, relating to change in control)
that materially impairs the rights or materially increases the obligations of a grantee under an outstanding award shall be made
only with the consent of the grantee (or, upon the grantee’s death, the person having the right to exercise the award).


 






     


     


    

 


3.2 Tax Withholding


 


3.2.1 As a condition
to the receipt of any shares of the Common Stock pursuant to any award or the lifting of restrictions on any award, or in connection
with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating
to an award (including, without limitation, FICA tax), the Company shall be entitled to require that the grantee remit to the Company
an amount sufficient in the opinion of the Company to satisfy such withholding obligation.


 


3.2.2 If the event giving
rise to the withholding obligation is a transfer of shares of the Common Stock, then, unless otherwise specified in the applicable
Plan Agreement, the grantee may satisfy the withholding obligation imposed under Section 3.2.1 by electing to have the Company
withhold shares of the Common Stock having a Fair Market Value equal to the amount of tax to be withheld. For this purpose, Fair
Market Value shall be determined as of the date on which the amount of tax to be withheld is determined (and any fractional share
amount shall be settled in cash).


 


3.3 Restrictions


 


3.3.1 If the Committee
shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection
with, the granting of any award under the Plan, the issuance or purchase of shares or other rights thereunder, or the taking of
any other action thereunder (each such action being hereinafter referred to as a “plan action”), then such plan action
shall not be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction
of the Committee.


 


3.3.2 The term “consent”
as used herein with respect to any plan action means (a) any and all listings, registrations or qualifications in respect thereof
upon any securities exchange or under any federal, state or local law, rule or regulation, (b) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee
shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption
from the requirement that any such listing, qualification or registration be made and (c) any and all consents, clearances and
approvals in respect of a plan action by any governmental or other regulatory bodies.


 


3.4 Non-assignability


 


Except to the extent
otherwise provided in the applicable Plan Agreement, no award or right granted to any person under the Plan shall be assignable
or transferable other than by will or by the laws of descent and distribution, and all such awards and rights shall be exercisable
during the life of the grantee only by the grantee or the grantee’s legal representative.


 


3.5 Notification of Election Under
Code Section 83(b)


 


If any grantee shall,
in connection with the acquisition of shares of the Common Stock under the Plan, make the election permitted under section 83(b)
of the Code (that is, an election to include in gross income in the year of transfer the amounts specified in section 83(b)), such
grantee shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service,
in addition to any filing and notification required pursuant to regulations issued under the authority of Code section 83(b).


 


3.6 Notification Upon Disqualifying
Disposition


 


If any grantee shall
make any disposition of shares of the Common Stock issued pursuant to the exercise of an incentive stock option under the circumstances
described in section 421(b) of the Code (relating to certain disqualifying dispositions), such grantee shall notify the Company
of such disposition within 10 days thereof.


 


3.7 Adjustment Upon Changes in
Stock


 


3.7.1 Shares Available
for Grants.  In the event of any change in the number of shares of Stock outstanding by reason of any stock dividend
or split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate
change, the maximum number of shares of the Common Stock with respect to which the Committee may grant awards under Article II
hereof, as described in Section 1.5.1, and the individual annual limit described in Section 1.5.2, shall be appropriately adjusted
by the Committee. In the event of any change in the number of shares of the Common Stock outstanding by reason of any other event
or transaction, the Committee may, but need not, make such adjustments in the number and class of shares of the Common Stock with
respect to which awards: (i) may be granted under Article II hereof and (ii) granted to any one employee of the Company or a subsidiary
during any one calendar year, in each case as the Committee may deem appropriate, unless such adjustment would cause any award
that would otherwise qualify as performance based compensation with respect to a “162(m) covered employee” (as defined
in Section 162 of the Code), to cease to so qualify.


 






     


     


    

 


3.7.2 Outstanding
Restricted Stock and Restricted Stock Units.  Unless the Committee in its absolute discretion otherwise determines,
any securities or other property (including dividends paid in cash) received by a grantee with respect to a share of restricted
stock, the issue date with respect to which occurs prior to such event, but which has not vested as of the date of such event,
as a result of any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of
shares or otherwise will not vest until such share of restricted stock vests, and shall be promptly deposited with the Company
or otherwise treated as was the certificate for the underlying share of restricted stock, pursuant to Section 2.6.3 hereof.


 


The Committee may, in
its absolute discretion, adjust any grant of shares of restricted stock, the issue date with respect to which has not occurred
as of the date of the occurrence of any of the following events, or any grant of restricted stock units, to reflect any dividend,
stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or similar corporate
change as the Committee may deem appropriate to prevent the enlargement or dilution of rights of grantees.


 


3.7.3 Outstanding
Options and Stock Appreciation Rights — Increase or Decrease in Issued Shares Without Consideration.  Subject
to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares
of Stock resulting from a subdivision or consolidation of shares of Stock or the payment of a stock dividend (but only on the shares
of Stock), or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company,
the Committee shall proportionally adjust the number of shares of the Common Stock subject to each outstanding option and stock
appreciation right, and the exercise price-per-share of the Common Stock of each such option and stock appreciation right.


 


3.7.4 Outstanding
Options and Stock Appreciation Rights — Certain Mergers.  Subject to any required action by the stockholders
of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation (except a merger
or consolidation as a result of which the holders of shares of Stock receive securities of another corporation), each option and
stock appreciation right outstanding on the date of such merger or consolidation shall pertain to and apply to the securities which
a holder of the number of shares of the Common Stock subject to such option or stock appreciation right would have received in
such merger or consolidation.


 


3.7.5 Outstanding
Options and Stock Appreciation Rights — Certain Other Transactions.  In the event of (i) a dissolution
or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation
involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company
in which the Company is the surviving corporation but the holders of shares of the Common Stock receive securities of another corporation
and/or other property, including cash, the Committee shall, in its absolute discretion, have the power to:


 


	 	(i)	cancel, effective immediately prior to the occurrence of such event, each option and stock appreciation right outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option or stock appreciation right was granted an amount in cash, for each share of the Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (x) the value, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of a share of the Common Stock as a result of such event over (y) the exercise price of such option or stock appreciation right; 


  


	 	(ii)	cancel, effective immediately prior to the occurrence of such event, each option and stock appreciation right outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option or stock appreciation right was granted, for each share of the Common Stock subject to such option or stock appreciation right, respectively, the property (including cash) received by the holder of a share of the Common Stock as a result of such event; or 


 


	 	(iii)	provide for the exchange of each option and stock appreciation right outstanding immediately prior to such event (whether or not then exercisable) for an option on or stock appreciation right with respect to, as appropriate, some or all of the property which a holder of the number of shares of the Common Stock subject to such option or stock appreciation right would have received and, incident thereto, make an equitable adjustment as determined by the Committee in its absolute discretion in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option or stock appreciation right or, if appropriate, provide for a cash payment to the grantee to whom such option or stock appreciation right was granted in partial consideration for the exchange of the option or stock appreciation right. 


 


3.7.6 Outstanding
Options and Stock Appreciation Rights — Other Changes.  In the event of any change in the capitalization
of the Company or a corporate change other than those specifically referred to in Sections 3.7.3, 3.7.4 or 3.7.5 hereof, the Committee
may, in its absolute discretion, make such adjustments in the number and class of shares subject to options and stock appreciation
rights outstanding on the date on which such change occurs and in the per-share exercise price of each such option and stock appreciation
right as the Committee may consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent
the Committee determines it is appropriate, the Committee may elect to cancel each option and stock appreciation right outstanding
immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the
grantee to whom such option or stock appreciation right was granted an amount in cash, for each share of the Common Stock subject
to such option or stock appreciation right, respectively, equal to the excess of (i) the Fair Market Value of the Common Stock
on the date of such cancellation over (ii) the exercise price of such option or stock appreciation right.


 






     


     


    

 


3.7.7 No Other Rights.  Except
as expressly provided in the Plan, no grantee shall have any rights by reason of any subdivision or consolidation of shares of
stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any
dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the
Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of the Common Stock subject
to an award or the exercise price of any option or stock appreciation right. Except as otherwise provided in Section 3.7, no adjustment
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities
or other property) for which the record date is prior to the date such stock certificate is issued.


 


3.8 Right of Discharge Reserved


 


Nothing in the Plan
or in any Plan Agreement shall confer upon any grantee the right to continue in the employ of the Company or affect any right which
the Company may have to terminate such employment.


 


3.9 Nature of Payments


 


3.9.1 Any and all grants
of awards and issuances of shares of the Common Stock under the Plan shall be in consideration of services performed for the Company
by the grantee.


 


3.9.2 All such grants
and issuances shall constitute a special incentive payment to the grantee and shall not be taken into account in computing the
amount of salary or compensation of the grantee for the purpose of determining any benefits under any pension, retirement, profit-sharing,
bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the grantee, unless such
plan or agreement specifically provides otherwise.


 


3.10 Non-Uniform Determinations


 


The Committee’s
determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible
to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter
into non-uniform and selective Plan agreements, as to (a) the persons to receive awards under the Plan, (b) the terms and provisions
of awards under the Plan, and (c) the treatment of leaves of absence pursuant to Section 1.6.4.


 


3.11 Other Payments or Awards


 


Nothing contained in
the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other
plan, arrangement or understanding, whether now existing or hereafter in effect.


 


3.12 Section Headings


 


The section headings
contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections.


 


3.13 Effective Date and Term of
Plan


 


3.13.1 The Plan was
adopted by the Board on September 27, 2010, subject to approval by the Company’s stockholders, which approval occurred on
November 2, 2010. The Plan was amended on May 15, 2015, to increase the number of shares of the Common Stock that may be transferred
pursuant to awards granted under the Plan by 2,000,000 to 8,000,000. The Plan was further amended on May 31, 2016, subject to approval
by the Company’s stockholders to increase the number of shares of the Common Stock that may be transferred pursuant to awards
granted under the Plan by 6,000,000 to 14,000,000. All awards under the Plan prior to such stockholder approval (if any) are subject
in their entirety to such approval. If such approval is not obtained prior to the first anniversary of the date of adoption of
the Plan, the Plan and all awards thereunder shall terminate on that date.


 


3.13.2 Unless sooner
terminated by the Board, the Plan will terminate on the close of business on September 27, 2020, ten years from the original effective
date. All awards made under the Plan prior to its termination shall remain in effect until such awards have been satisfied or terminated
in accordance with the terms and provisions of the Plan and the applicable Plan Agreements.


 


3.14 Governing Law


 


All rights and obligations
under the Plan shall be construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to
principles of conflict of laws.