Exhibit 10.2


 


SENESTECH, INC.


 


2015 EQUITY INCENTIVE PLAN


 


ADOPTED BY THE BOARD OF DIRECTORS: July
3, 2015


APPROVED BY THE STOCKHOLDERS: July ___,
2015


TERMINATION DATE: July 3, 2025


 


1.           General.


 


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


 


(b)          Available
Stock Awards. The Plan provides for the grant of the following types of Stock Awards:
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock
Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.


 


(c)          Purpose.
The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award
recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide
a means by which the eligible recipients may benefit from increases in value of the Common Stock.


 


2.           Administration.


 


(a)          Administration
by Board. The Board will administer the Plan. The Board may delegate administration of
the Plan to a Committee or Committees, as provided in Section 2(c).


 


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


 


(i)          To
determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award
will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted
to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to
a Stock Award; and (F) the Fair Market Value applicable to a Stock Award.


 


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


 


(iii)        To
settle all controversies regarding the Plan and Stock Awards granted under it.


 


(iv)        To
accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common
Stock may be issued). 


 




    1.


     


    

 


 


(v)         To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination
of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written
consent except as provided in subsection (viii) below.


 


(vi)        To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan
or Stock Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant
with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any,
of applicable law. However, if required by applicable law, and except as provided in Section 9(a) relating to Capitalization
Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number
of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible
to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D)
materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends
the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as
provided in the Plan (including subsection (viii) below) or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s
rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected Participant, and (2) such Participant
consents in writing.


 


(vii)       To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of Section 422 of the Code regarding Incentive Stock Options.


 


(viii)      To
approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including,
but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s
rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of the
affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s
rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the
amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable
law, if any, the Board may amend the terms of any one or more Stock Awards without the affected Participant’s consent (A) to
maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the
terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status
of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring
the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws.


 


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


 


(x)          To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary
for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant
foreign jurisdiction).


 




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(xi)         
To effect, with the consent of any adversely affected Participant, (A) the reduction of
the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and
the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4)
Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such
substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted
under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under
generally accepted accounting principles.


 


(c)          Delegation
to Committee. The Board may delegate some or all of the administration of the Plan to
a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with
the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including
the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any delegation of administrative
powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board
or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers
delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may,
at any time, revest in the Board some or all of the powers previously delegated.


 


(d)          
Delegation to an Officer. The Board may delegate
to one (1) or more Officers the authority to do one or both of the following: (i) designate Employees who are not Officers to be
recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted
by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock to be subject to such
Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the
total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may
not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most
recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation
authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also
as a Director) to determine the Fair Market Value pursuant to Section 13(t) below. 


 


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


 


3.           Shares
Subject to the Plan.


 


(a)          Share
Reserve. 


 


(i)          Subject
to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date will not exceed 10,000,000 shares (the “Share Reserve”).



 




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(ii)         For
clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued
pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).



 


(b)          Reversion
of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires
or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash
(i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or
otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common
Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency
or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to
and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding
obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available
for issuance under the Plan. 


 


(c)          Incentive
Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating
to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise
of Incentive Stock Options will be a number of shares of Common Stock equal to three (3) multiplied by the Share Reserve. 


 


(d)          Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued
or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.


 


4.           Eligibility.


 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of
the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in
Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are
providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless
(i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for
example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), or (ii) the
Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively
comply with the distribution requirements of Section 409A of the Code. 


 


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


 


(c)          Consultants.
A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of the
Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the
Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701,
unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption
under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.



 




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5.           Provisions
Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR
will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option
is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some
portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion
thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however,
that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock
Award Agreement or otherwise) the substance of each of the following provisions:


 


(a)          Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the
expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section  4(b) regarding Ten Percent Stockholders,
the exercise or strike price of each Option or SAR will be not less than one hundred percent (100%) of the Fair Market Value
of the Common Stock subject to the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option
or SAR may be granted with an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the
Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another
option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section
409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c)          Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise
of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any
combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all
of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require
the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:


 


(i)          by
cash, check, bank draft or money order payable to the Company;


 


(ii)         pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds; 


 


(iii)        by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 


 




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(iv)        if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number
of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter
to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding
obligations;


 


(v)         according
to a deferred payment or similar arrangement with the Optionholder; provided, however, that interest will compound at least
annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the
Company and compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification
of the Option as a liability for financial accounting purposes; or


 


(vi)        in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.



 


(d)          Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written
notice of exercise to the Company in compliance with the provisions of the Stock Award Agreement evidencing such SAR. The appreciation
distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair
Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock
equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR
on such date, over (B) the strike price. The appreciation distribution may be paid in Common Stock, in cash, in any combination
of the two or in any other form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing
such SAR.


 


(e)          Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on
the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the
contrary, the following restrictions on the transferability of Options and SARs will apply:


 


(i)          Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of
descent and distribution (and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the
Participant only by the Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable
tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.



 


(ii)         Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an
Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or
other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option,
such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 


 




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(iii)        Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant
may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third
party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common
Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator
of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any
conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.


 


(f)          Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may
vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to
such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction
of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs
may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of
shares of Common Stock as to which an Option or SAR may be exercised.


 


(g)          Termination
of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement
or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than
for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR
(to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service)
within the period of time ending on the earlier of (i) the date three (3) months following the termination of the
Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which
period will not be less than thirty (30) days if necessary to comply with applicable laws unless such termination is
for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination
of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option
or SAR (as applicable) will terminate.


 


(h)          Extension
of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement
or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the
Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would
be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of three (3) months
(that need not be consecutive) after the termination of the Participant’s Continuous Service during which the exercise of
the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option
or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock
Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will
terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to the applicable
post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the
Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy,
or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 




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(i)          Disability
of Participant. Except as otherwise provided in the applicable Stock Award Agreement or
other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of
the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was
entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time
ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such
longer or shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if
necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock
Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within
the applicable time frame, the Option or SAR (as applicable) will terminate. 


 


(j)          Death
of Participant. Except as otherwise provided in the applicable Stock Award Agreement or
other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result
of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement
for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the
Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death)
by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or
by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the
earlier of (i) the date eighteen (18) months following the date of death (or such
longer or shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if
necessary to comply with applicable laws), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock
Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame,
the Option or SAR (as applicable) will terminate. 


 


(k)          
Termination for Cause. Except as explicitly
provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement between the Company or
any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will
terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from
exercising his or her Option or SAR from and after the time of such termination of Continuous Service.


 


(l)          Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee
for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares
of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Stock Award may vest
prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies
or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted,
(iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s
Stock Award Agreement, in another agreement between the Participant and the Company, or, if no such definition, in accordance with
the Company's then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier
than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a
non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate
of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income
derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award
will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards
and are hereby incorporated by reference into such Stock Award Agreements. 


 




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(m)          Early
Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder
may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all
of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation”
in Section 8(m), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation”
in Section 8(m) is not violated, the Company will not be required to exercise its repurchase right until at least six (6) months
(or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting
purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.


 


(n)          Right
of Repurchase. Subject to the “Repurchase Limitation” in Section 8(m),
the Option or SAR may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common
Stock acquired by the Participant pursuant to the exercise of the Option or SAR. 


 


(o)          Right
of First Refusal. The Option or SAR may include a provision whereby the Company may elect
to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part
of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal will be subject to the
“Repurchase Limitation” in Section 8(m). Except as expressly provided in this Section 5(o) or in the
Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of the Company.



 


6.           Provisions
of Stock Awards Other than Options and SARs.


 


(a)          Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain
such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s
election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any
restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held
in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from
time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted
Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration
(including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law. 


 


(ii)         Vesting.
Subject to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under the Restricted
Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the
Board.


 


(iii)        Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service
terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock
held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted
Stock Award Agreement.


 




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(iv)        Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only
upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.


 


(v)         Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting
and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)          Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form
and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not
be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference
in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting
of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)        Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)        Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board,
as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their
cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 


 


(v)         Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common
Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.
At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered
by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock
Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying
Restricted Stock Unit Award Agreement to which they relate.


 


(vi)        Termination
of Participant’s Continuous Service. Except as otherwise provided in the
applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited
upon the Participant’s termination of Continuous Service. 


 




    10.


     


    

 


(vii)       Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth
herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of
the Code shall contain such provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A
of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement
evidencing such Restricted Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that
any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued
in accordance with a fixed pre-determined schedule.


 


(c)          Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to,
or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise
price or strike price less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the time of grant) may
be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section
6. Subject to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and
the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent
thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.


 


7.            Covenants
of the Company.


 


(a)          Availability
of Shares. The Company will keep available at all times the number of shares of Common
Stock reasonably required to satisfy then-outstanding Stock Awards.


 


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


 


(c)          No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation
to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will
have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a
possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences
of a Stock Award to the holder of such Stock Award.


 


8.           Miscellaneous.


 


(a)          Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common
Stock pursuant to Stock Awards will constitute general funds of the Company.


 




    11.


     


    

 


(b)          Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the
Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise
determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to,
or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions
or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number
of shares) that are inconsistent with those in the Stock Award Agreement as a result of a clerical error in the papering of the
Stock Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect
term in the Stock Award Agreement.


 


(c)          Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has
satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms,
and (ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company.


 


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


 


(e)          Change
in Time Commitment. In the event a Participant’s regular level of time commitment
in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if
the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time
Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x)
make a corresponding reduction in the number of shares subject to any portion of such Stock Award that is scheduled to vest or
become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend
the vesting or payment schedule applicable to such Stock Award. In the event of any such reduction, the Participant will have no
right with respect to any portion of the Stock Award that is so reduced or extended.


 


(f)          Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined
at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000)
(or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the
Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply
with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option
Agreement(s).


 




    12.


     


    

 


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


 


(h)          Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may,
in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the
following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding
shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock
Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required
to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for
financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any
amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement.



 


(i)          Electronic
Delivery. Any reference herein to a “written” agreement or document will include
any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium
controlled by the Company to which the Participant has access).


 


(j)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards
and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the
Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions
of the Plan and in accordance with applicable law.


 


(k)          Compliance
with Section 409A of the Code. To the extent that the Board determines that any
Stock Award granted hereunder is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award
shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code.
To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the
Code.


 




    13.


     


    

 


(l)          Compliance
with Exemption Provided by Rule 12h-1(f). If at the end of the Company’s most recently
completed fiscal year: (i) the aggregate of the number of persons who hold outstanding compensatory employee stock options to purchase
shares of Common Stock granted pursuant to the Plan or otherwise (such persons, “Holders of Options”)
equals or exceeds five hundred (500), and (ii) the Company’s assets exceed $10 million, then the following restrictions will
apply during any period during which the Company does not have a class of its securities registered under Section 12 of the Exchange
Act and is not required to file reports under Section 15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares
of Common Stock to be issued on exercise of the Options may not be transferred until the Company is no longer relying on the exemption
provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h-1(f)”), except: (1) as permitted
by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability of the Holder of Options, or (3) to
an executor upon the death of the Holder of Options (collectively, the “Permitted Transferees”); provided,
however, the following transfers are permitted: (i) transfers by Holders of Options to the Company, and (ii) transfers in connection
with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain
outstanding and the Company is no longer relying on the exemption provided by Rule 12h-1(f); provided further, that any Permitted
Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common
Stock issuable on exercise of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short
position, any “put equivalent position” as defined by Rule 16a-1(h) promulgated under the Exchange Act, or any “call
equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior to exercise
of an Option until the Company is no longer relying on the exemption provided by Rule 12h-1(f); and (C) at any time that the Company
is relying on the exemption provided by Rule 12h-1(f), the Company will deliver to Holders of Options (whether by physical or electronic
delivery or written notice of the availability of the information on an internet site) the information required by Rule 701(e)(3),
(4), and (5) promulgated under the Securities Act every six (6) months, including financial statements that are not more than one
hundred eighty (180) days old; provided, however, that the Company may condition the delivery of such information upon the Holder
of Options’ agreement to maintain its confidentiality. 


 


(m)          Repurchase
Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement.
The repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date
of repurchase. The repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of
the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not
exercise its repurchase right until at least six (6) months (or such longer or shorter period of time necessary to avoid
classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of
Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board. 


 


9.            Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately
and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a),
(ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options
pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding
Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive. 


 




    14.


     


    

 


(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event
of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and
outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate
immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s
repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact
that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole
discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture
(to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed
but contingent on its completion. 


 


(c)          Corporate
Transaction.  The following provisions will apply to Stock Awards in the event
of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement
between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant
of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may
take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate
Transaction:


 


(i)          arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume
or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)         arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company);


 


(iii)        accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to
a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such
a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock
Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; provided, however,
that the Board may require Participants to complete and deliver to the Company a notice of exercise before the effective date of
a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction;


 


(iv)        arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;



 


(v)         cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)        make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the
Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction,
over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero
($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to
the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Corporate
Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.


 




    15.


     


    

 


 


The Board need not take
the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board
may take different actions with respect to the vested and unvested portions of a Stock Award. 



 


(d)          Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability
upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in
any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no
such acceleration will occur. 


 


10.          Plan
Term; Earlier Termination or Suspension of the Plan.


 


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


 


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


 


11.          Effective
Date of Plan.


 


This Plan will become
effective on the Effective Date. 


 


12.          Choice
of Law.


 


The laws of the
State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.


 


13.          Definitions.
As used in the Plan, the following definitions will apply to the capitalized terms indicated
below: 


 


(a)          “Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such
terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent”
or “majority-owned subsidiary” status is determined within the foregoing definition. 


 


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


 


(c)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing,
the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 




    16.


     


    

 


(d)          “Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such
term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following
events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude
under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation
in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any
contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s
unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s
gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without
Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant
was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect
upon any determination of the rights or obligations of the Company or such Participant for any other purpose.


 


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


 


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


 


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


 




    17.


     


    

 


(iii)        
the stockholders of the Company approve or the Board approves a plan of complete dissolution
or liquidation of the Company, or a complete dissolution or liquidation of the Company will otherwise occur, except for a liquidation
into a parent corporation; 


 


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


 


(v)         individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the
Incumbent Board. 


 


Notwithstanding the foregoing definition
or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede
the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will
apply.


 


(f)          “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(g)          “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


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


 


(i)          “Company”
means Senestech, Inc., a Nevada corporation.


 


(j)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory
services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is
compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director
to be considered a “Consultant” for purposes of the Plan. 


 




    18.


     


    

 


(k)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is
rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous
Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence
policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required
by law.


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and
409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted
under the circumstances. 


 


(o)          “Effective
Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved
by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board.


 


(p)          “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(q)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 




    19.


     


    

 


(r)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(s)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d)
or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or
any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an
underwriter temporarily holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as
of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities.


 


(t)          “Fair
Market Value” means, as of any date, the value of the Common Stock determined by the Board in compliance with Section
409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code. 


 


(u)          “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies
as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(v)         “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 


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


 


(x)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


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


 


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


 


(aa)         “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(c).


 


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


 


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


 




    20.


     


    

 


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


 


(ee)         “Plan”
means this Senestech, Inc. 2015 Equity Incentive Plan.


 


(ff)         “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).


 


(gg)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(hh)         “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(b).


 


(ii)         “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
will be subject to the terms and conditions of the Plan. 


 


(jj)         “Rule
405” means Rule 405 promulgated under the Securities Act. 


 


(kk)         “Rule
701” means Rule 701 promulgated under the Securities Act. 


 


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


 


(mm)         “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock
that is granted pursuant to the terms and conditions of Section 5.


 


(nn)         “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be
subject to the terms and conditions of the Plan.


 


(oo)         “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award.


 


(pp)         “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 




    21.


     


    

 


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


 


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


 






    22.


     


    



 


SENESTECH,
INC.


STOCK OPTION GRANT NOTICE


(2015 EQUITY INCENTIVE PLAN)


 


Senestech,
Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This
option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice
of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined
herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If
there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 


	Type of Grant:	 ̈	Incentive Stock Option1	 ̈	Nonstatutory Stock Option
	 	 	 	 	 
	Exercise Schedule:	 ̈	Same as Vesting Schedule  	 ̈	Early Exercise Permitted


 





	Vesting Schedule: 	[Sample of standard vesting.  One-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such date.]
	 	 	 
	Payment: 	By one or a combination of the following items (described in the Option Agreement):
	 	 	 
	 	 ̈       By cash, check, bank draft or money order payable to the Company
	 	 ̈      Pursuant to a Regulation T Program if the shares are publicly traded
	 	 ̈      By delivery of already-owned shares if the shares are publicly traded
	 	 ̈      By deferred payment
	 	 ̈      If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement




 












1
If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for
more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock
Option.


 









     


     


    

 


Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and
the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified,
amended or revised except as provided in the Plan.  Optionholder further acknowledges
that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding
between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises
and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, and
(ii) the following agreements only. By accepting this option, you consent to receive
such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


	Other Agreements:	 
	 	 
	 	 


 


	Senestech, Inc.	 	Optionholder:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	 	 	Date:	 
	Date:	 	 	 	 


 


Attachments:
Option Agreement, 2015 Equity Incentive Plan and Notice of Exercise


 




     


     


    

 


ATTACHMENT
I


 


SENESTECH,
INC.


2015 EQUITY INCENTIVE PLAN


 


OPTION
AGREEMENT


(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)


 


Pursuant to your Stock
Option Grant Notice (“Grant Notice”) and this Option Agreement, Senestech,
Inc. (the “Company”) has granted you an option under its 2015 Equity Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated
in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date
of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan
will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan
will have the same definitions as in the Plan.


 


The details of your option,
in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.            Vesting.
Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.


 


2.            Number
of Shares and Exercise Price.
The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted
for Capitalization Adjustments.


 


3.            Exercise
Restriction for Non-Exempt Employees.
If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt
Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed
at least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an employee for more
than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to
any vested portion prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction
in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous
Service on your “retirement” (as defined in the Company’s benefit plans). 


 


4.            Exercise
prior to Vesting (“Early Exercise”).
If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”)
and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service
and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option;
provided, however, that:


 


(a)          a
partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


(b)          any
shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase
option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 




     


     


    

 


(c)          you
will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and


 


(d)          if
your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant)
of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand
dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted)
will be treated as Nonstatutory Stock Options.


 


5.            Method
of Payment. You must pay
the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check,
bank draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may
include one or more of the following:


 


(a)          Provided
that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”.


 


(b)          Provided
that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common
Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 


(c)          If
this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay
any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted
form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter
if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as
a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.


 


(d)          Pursuant
to the following deferred payment alternative:


 


(i)          Not
less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, will be due four (4) years from date
of exercise or, at the Company’s election, upon termination of your Continuous Service.


 


(ii)         Interest
will be compounded at least annually and will be charged at the minimum rate of interest necessary to avoid (1) the treatment as
interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred
payment arrangement and (2) the classification of your option as a liability for financial accounting purposes.


 




     


     


    

 


(iii)        In
order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election
of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the
Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares of Common
Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request.


 


6.            Whole
Shares. You may exercise
your option only for whole shares of Common Stock.


 


7.            Securities
Law Compliance. In no event
may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities
Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the
registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and
regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas.
Reg. 1.401(k)-1(d)(3), if applicable).


 


8.            Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your
option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:


 


(a)          immediately
upon the termination of your Continuous Service for Cause;


 


(b)          three
(3) months after the termination of your Continuous Service for any reason other than Cause, your
Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part
of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating
to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has
been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further,
that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant,
and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not
expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that
is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)          twelve
(12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 


(d)          eighteen
(18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates for any reason other than Cause;


 


(e)          the
Expiration Date indicated in your Grant Notice; or


 


(f)          the
day before the tenth (10th) anniversary of the Date of Grant.


 




     


     


    

 


If your option is an Incentive
Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires
that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s
exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total
disability, as defined in Section 22(e)(3) of the Code. (The definition of disability in Section 22(e)(3) of the Code. The Company
has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that
your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate
as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months
after the date your employment with the Company or an Affiliate terminates.


 


9.            Exercise.


 


(a)          You
may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or
procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the
Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional
documents as the Company may then require.


 


(b)          By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)          If
your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option
that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your option.


 


(d)          By
exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares
of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the
Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472–or any successor or similar rule–or regulation–(the
“Lock-Up Period”); provided, however, that nothing contained in this section will prevent the
exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver
such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing
or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any
shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of
the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority
to enforce the provisions hereof as though they were a party hereto.


 




     


     


    

 


10.           Transferability.
Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you. 


 


(a)          Certain
Trusts. Upon receiving written permission from the Board or its duly authorized designee,
you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of
the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other
agreements required by the Company. 


 


(b)          Domestic
Relations Orders. Upon receiving written permission from the Board or its duly authorized
designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company,
you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other
divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the
Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company
prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained
within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option, this option may
be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(c)          Beneficiary
Designation. Upon receiving written permission from the Board or its duly authorized designee,
you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company
to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and
receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor
or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock
or other consideration resulting from such exercise.


 


11.           Right
of First Refusal. Shares
of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in
the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there
is no right of first refusal described in the Company’s bylaws at such time, the right of first refusal described below will
apply. The Company’s right of first refusal will expire on the first date upon which any security of the Company is listed
(or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing
Date”).


 


(a)          Prior
to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your
option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions:


 


(i)          Before
there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common
Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail)
to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares
by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary
transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions
of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date”
and the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from
time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common
Stock which is subject to the provisions of your option, then in such event any and all new, substituted or additional securities
to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your option will
be immediately subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares
subject to the Right of First Refusal immediately before such event.


 




     


     


    

 


(ii)         For
a period of thirty (30) calendar days after the Notice Date, or such longer period as may be required to avoid the classification
of your option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less
than all) of the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the Company’s “Right
of First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the
purchase price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its
discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of
exercise of its Right of First Refusal to the Offeror prior to the end of said thirty (30) days (including any extension required
to avoid classification of the option as a liability for financial accounting purposes).


 


(iii)        The
price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the cash
price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 11(a)(i)), or
the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other
than cash is offered by the proposed transferee, the Company will not be required to pay any additional amounts to the Offeror
other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right
of First Refusal will be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company
will acquire full right, title and interest to all of the Offered Shares.


 


(iv)        If,
and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant
to Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed
in said notice except that such Transfer may not take place either before the tenth (10th) calendar day after the expiration
of the thirty (30) day option exercise period or after the ninetieth (90th) calendar day after the expiration of the
thirty (30) day option exercise period, and if such Transfer has not taken place prior to said ninetieth (90th) day,
such Transfer may not take place without once again complying with this Section 11(a). The option exercise periods in this Section
11(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial
accounting purposes.


 


(b)          As
used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form
of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that
the term Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined
below). In such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject
to the provisions of this Section, and there will be no further transfer of such shares except in accordance with the terms of
this Section 11. As used herein, the term "Immediate Family" will mean your spouse, the lineal descendant
or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse,
or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse.


 


(c)          None
of the shares of Common Stock purchased on exercise of your option will be transferred on the Company’s books nor will the
Company recognize any such Transfer of any such shares or any interest therein unless and until all applicable provisions of this
Section 11 have been complied with in all respects. The certificates of stock evidencing shares of Common Stock purchased on exercise
of your option will bear an appropriate legend referring to the transfer restrictions imposed by this Section 11.


 




     


     


    

 


(d)          To
ensure that the shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company, the
Company may require you to deposit the certificates evidencing the shares that you purchase upon exercise of your option with an
escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company
does not require such deposit as a condition of exercise of your option, the Company reserves the right at any time to require
you to so deposit the certificates in escrow. As soon as practicable after the expiration of the Company’s Right of First
Refusal, the agent will deliver to you the shares and any other property no longer subject to such restriction. In the event the
shares and any other property held in escrow are subject to the Company’s exercise of its Right of First Refusal, the notices
required to be given to you will be given to the escrow agent, and any payment required to be given to you will be given to the
escrow agent. Within thirty (30) days after payment by the Company for the Offered Shares, the escrow agent will deliver the Offered
Shares that the Company has repurchased to the Company and will deliver the payment received from the Company to you.


 


12.          Right
of Repurchase. To the extent
provided in the Company’s bylaws in effect at such time the Company elects to exercise its right, the Company will have the
right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.


 


13.          Option
not a Service Contract.
Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever
any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue
your employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate.


 


14.          Withholding
Obligations.


 


(a)          At
the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. 


 


(b)          If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination
of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant
to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is
otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common
Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences
to you arising in connection with such share withholding procedure shall be your sole responsibility.


 




     


     


    

 


(c)          You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein,
if applicable, unless such obligations are satisfied.


 


15.          Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against
the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or
your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise
price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common
Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the
Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation
with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue
Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of
its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined
by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service.


 


16.          Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent
to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery
and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.


 


17.          Governing
Plan Document. Your option
is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject
to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the
Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.


 




     


     


    

 


ATTACHMENT
II


 


2015
EQUITY INCENTIVE PLAN


 




     


     


    

 


ATTACHMENT
III


 


SENESTECH, INC.

NOTICE OF EXERCISE





 





	SenesTech, Inc.	 	 
	3140 North Caden Court # 1	 	 
	Flagstaff, Arizona 86004	Date of Exercise:	 







 


This constitutes notice
to Senestech, Inc. (the “Company”) under my stock
option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”)
for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	 	Nonstatutory   ̈
	 	 	 	 
	Stock option dated:	 	 	 
	 	 	 	 
	Number of Shares as to which option is
    exercised:	 	 	 
	 	 	 	 
	Certificates to be issued in name
    of:	 	 	 
	 	 	 	 
	Total exercise price:	$_________________________	 	$_________________________
	 	 	 	 
	Cash payment delivered
    herewith:	$_________________________	 	$_________________________


 


By this exercise, I agree
(i) to provide such additional documents as you may require pursuant to the terms of the 2015 Equity Incentive Plan, (ii) to
provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within
fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this
option.


 


I further agree that, if
required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale
with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following
the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters
or the Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar
rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements
as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of such period.


 




     


     


    

 





	 	Very truly yours,
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)