Exhibit 4.2


 


Rezolute, Inc.

2021 Equity INCENTIVE PLAN


 


Section 1.        Purpose


 


The purpose of the Plan is to promote the interests
of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and
non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts
for the success of the Company’s business and to compensate such persons through various share-based arrangements and provide them
with opportunities for share ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.


 


Section 2.        Definitions


 


As used in the Plan, the following terms shall
have the meanings set forth below:


 


(a)           “Affiliate”
shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.


 


(b)           “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Share-Based Award
granted under the Plan.


 


(c)           “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the
Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).


 


(d)           “Board”
shall mean the Board of Directors of the Company.


 


(e)           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 


(f)            “Committee”
shall mean the Compensation and Management Development Committee of the Board or such other committee designated by the Board to administer
the Plan. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under
the Plan to qualify under Rule 16b-3.


 


(g)           “Company”
shall mean Rezolute, Inc., a Nevada corporation, and any successor corporation.


 


(h)           “Director”
shall mean a member of the Board.


 


(i)            “Dividend
Equivalent” shall mean any right granted under Section 6(d) of the Plan.


 


(j)            “Eligible
Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor providing services
to the Company or any Affiliate, or any person to whom an offer of employment or engagement with the Company or any Affiliate is extended.
An Eligible Person must be a natural person.


 






     


     


    

 


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


 


(l)             “Fair
Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the
fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of Shares on a given date for purposes
of the Plan shall be the closing sale price of the Shares as reported on the Nasdaq Capital Market on such date or, if such market is
not open for trading on such date, on the most recent preceding date when such market is open for trading.


 


(m)           “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements
of Section 422 of the Code or any successor provision.


 


(n)            “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option.


 


(o)            “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.


 


(p)            “Other
Share-Based Award” shall mean any right granted under Section 6(e) of the Plan.


 


(q)            “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


 


(r)            “Plan”
shall mean the Rezolute, Inc. 2021Equity Incentive Plan, as amended from time to time.


 


(s)            “Prior
Plans” shall mean 2015 and 2016 Non-Qualified Stock Option Plans (and any predecessor plans to such plans), as amended from
time to time.


 


(t)         
    “Restricted Stock” shall mean any Share granted under Section 6(c) of
the Plan.


 


(u)            “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or
a cash payment equal to the Fair Market Value of a Share) at some future date.


 


(v)            “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation.


 


(w)           “Section 409A”
shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance
thereunder.


 






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(x)            “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(y)            “Share”
or Shares” shall mean common shares, $0.01 par value per share, of the Company or such other securities or property as may
become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.


 


(z)            “Specified
Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed
or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly
with respect to all plans maintained by the Company that are subject to Section 409A.


 


(aa)          “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.


 


Section 3.         Administration


 


(a)            Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to
the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture,
recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions
of any Award or Award Agreement, subject to the limitations under Sections 6 and 7; (vi) accelerate the exercisability of any
Award or the lapse of any restrictions relating to any Award, subject to the limitations of Sections 6 and 7; (vii) determine
whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other
property (but excluding promissory notes), or canceled, forfeited or suspended; (viii) determine whether, to what extent and under
what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election
of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan
and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan;
and (xii) adopt such modifications, rules, procedures and sub-plans as may be necessary or desirable to comply with provisions of
the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any
special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives
of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States
jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement,
and any employee of the Company or any Affiliate.


 






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(b)            Delegation.
The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as
the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee
shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate who
are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with applicable
exchange rules or applicable law.


 


(c)            Power
and Authority of the Board. Notwithstanding anything to the contrary contained herein, the
Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee
under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of
Rule 16b-3.


 


(d)            Indemnification.
To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority
under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made
under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under
the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The provisions of this paragraph
shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by
virtue of such person’s position with the Company.


 


Section 4.         Shares
Available for Awards


 


(a)            Shares
Available.


 


		(i)	Subject to adjustment as provided in Section 4(c) of the Plan,
                                            the aggregate number of Shares that may be issued under all Awards under the Plan shall equal
                                            1,200,000 Shares.



 


		(ii)	On and after shareholder approval of this Plan, no awards shall be
                                            granted under the Prior Plans, but all outstanding awards previously granted under the Prior
                                            Plans shall remain outstanding and subject to the terms of the Prior Plans.



 


The aggregate number of Shares that may be issued
under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share counting
rules described in Section 4(b) below. When determining the Shares added to and subtracted from the aggregate reserve
above, the number of Shares added or subtracted shall be also determined in accordance with the Share counting rules described in
Section 4(b) below.


 


(b)            Counting
Shares. Except as set forth in this Section 4(b) below, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under the Plan.


 






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		(i)	Shares Added Back to Reserve. Subject to the limitations in Section 4(b)(ii) below,
                                            if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited
                                            or are reacquired by the Company, or if an Award otherwise terminates or is cancelled without
                                            delivery of any Shares, then the number of Shares counted against the aggregate number of
                                            Shares available under the Plan with respect to such Award, to the extent of any such forfeiture,
                                            reacquisition by the Company, termination or cancellation, shall again be available for granting
                                            Awards under the Plan.



 


		(ii)	Shares Not Added Back to Reserve. Notwithstanding anything to
                                            the contrary in Section 4(b)(i) above, the following Shares will not again become
                                            available for issuance under the Plan: (A) any Shares which would have been issued upon
                                            any exercise of an Option but for the fact that the exercise price was paid by a “net
                                            exercise” pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment
                                            of the exercise price of an Option; (B) any Shares withheld by the Company or Shares
                                            tendered to satisfy any tax withholding obligation with respect to an Award; (C) Shares
                                            covered by a share-settled Stock Appreciation Right issued under the Plan that are not issued
                                            in connection with settlement in Shares upon exercise; or (D) Shares that are repurchased
                                            by the Company using Option exercise proceeds.



 


		(iii)	Cash-Only Awards. Awards that do not entitle the holder thereof
                                            to receive or purchase Shares shall not be counted against the aggregate number of Shares
                                            available for Awards under the Plan.



 


		(iv)	Substitute Awards Relating to Acquired Entities. Shares issued
                                            under Awards granted in substitution for awards previously granted by an entity that is acquired
                                            by or merged with the Company or an Affiliate shall not be counted against the aggregate
                                            number of Shares available for Awards under the Plan.



 


(c)            Adjustments.
In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment
is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or
other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any
Award and (iv) the limitations contained in Section 4(d)(i) below; provided, however, that the number of
Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee
or the Board, whose determination in that respect shall be final, binding and conclusive.


 






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Section 5.         Eligibility


 


Any Eligible Person shall be eligible to be designated
as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success
of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers
and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such
Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or
any successor provision.


 


Section 6.        Awards


 


(a)            Options.
The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


 


		(i)	Exercise Price. The purchase price per Share purchasable under
                                            an Option shall be determined by the Committee and shall not be less than one hundred percent
                                            (100%) of the Fair Market Value of a Share on the date of grant of such Option; provided,
                                            however, that the Committee may designate a purchase price below Fair Market Value on
                                            the date of grant if the Option is granted in substitution for an option previously granted
                                            by an entity that is acquired by or merged with the Company or an Affiliate.



 


		(ii)	Option Term. The term of each Option shall be fixed by the Committee
                                            at the date of grant but shall not be longer than 10 years from the date of grant.



 


		(iii)	Time and Method of Exercise. The Committee shall determine
                                            the time or times at which an Option may be exercised within the Option term, either in whole
                                            or in part, and the method of exercise, except that any exercise price tendered shall be
                                            in either cash, Shares having a Fair Market Value on the exercise date equal to the applicable
                                            exercise price or a combination thereof, as determined by the Committee.



 


		(A)	Promissory Notes. For avoidance of doubt, the Committee may
                                            not accept a promissory note as consideration.



 


		(B)	Net Exercises. The terms of any Option may be written to permit
                                            the Option to be exercised by delivering to the Participant a number of Shares having an
                                            aggregate Fair Market Value (determined as of the date of exercise) equal to the excess,
                                            if any, of the Fair Market Value of the Shares underlying the Option being exercised, on
                                            the date of exercise, over the exercise price of the Option for such Shares.



 






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		(iv)	Incentive Stock Options. Notwithstanding anything in the Plan
                                            to the contrary, the following additional provisions shall apply to the grant of options
                                            which are intended to qualify as Incentive Stock Options:



 


		(A)	All Incentive Stock Options must be granted within ten years from
                                            the earlier of the date on which this Plan was adopted by the Board or the date this Plan
                                            was approved by the shareholders of the Company.



 


		(B)	Unless sooner exercised, all Incentive Stock Options shall expire
                                            and no longer be exercisable no later than ten (10) years after the date of grant;
                                            provided, however, that in the case of a grant of an Incentive Stock Option
                                            to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422
                                            of the Code) shares possessing more than ten percent (10%) of the total combined voting power
                                            of all classes of shares of the Company or of its Affiliates, such Incentive Stock Option
                                            shall expire and no longer be exercisable no later than five (5) years from the
                                            date of grant.



 


		(C)	The purchase price per Share for an Incentive Stock Option shall be
                                            not less than one hundred percent (100%) of the Fair Market Value of a Share on the date
                                            of grant of the Incentive Stock Option; provided, however, that, in the case
                                            of the grant of an Incentive Stock Option to a Participant who, at the time such Option is
                                            granted, owns (within the meaning of Section 422 of the Code) shares possessing more
                                            than ten percent (10%) of the total combined voting power of all classes of shares of the
                                            Company or of its Affiliates, the purchase price per Share purchasable under an Incentive
                                            Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value
                                            of a Share on the date of grant of the Incentive Stock Option.



 


		(D)	Any Incentive Stock Option authorized under the Plan shall contain
                                            such other provisions as the Committee shall deem advisable, but shall in all events be consistent
                                            with and contain all provisions required in order to qualify the Option as an Incentive Stock
                                            Option.



 


(b)            Stock
Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights
to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one
Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price
shall not be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation
Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock
Appreciation Right is granted in substitution for a Stock Appreciation Right previously granted by an entity that is acquired by or merged
with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods
of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as
determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the term limitation in Section 6(a)(ii) applicable
to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.


 






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(c)            Restricted
Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units
to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:


 


		(i)	Restrictions. Shares of Restricted Stock and Restricted Stock
                                            Units shall be subject to such restrictions as the Committee may impose when granting an
                                            Award (including, without limitation, any limitation on the right to vote a Share of Restricted
                                            Stock or the right to receive any dividend or other right or property with respect thereto),
                                            which restrictions may lapse separately or in combination at such time or times, in such
                                            installments or otherwise as the Committee may deem appropriate. (Notwithstanding the foregoing,
                                            rights to dividend or Dividend Equivalent payments shall be subject to the limitations described
                                            in Section 6(d)). For purposes of clarity and without limiting the Committee’s
                                            general authority under Section 3(a), vesting of such Awards may, at the Committee’s
                                            discretion, be conditioned upon the Participant’s completion of a specified period
                                            of service with the Company or an Affiliate, or upon the achievement of one or more performance
                                            goals established by the Committee, or upon any combination of service-based and performance-based
                                            conditions (subject to the minimum requirements in Section 6).



 


		(ii)	Issuance and Delivery of Shares. Any Restricted Stock granted
                                            under the Plan shall be issued at the time such Awards are granted and may be evidenced in
                                            such manner as the Committee may deem appropriate, including book-entry registration or held
                                            in nominee name by the transfer agent or brokerage service selected by the Company to provide
                                            such services for the Plan. Shares representing Restricted Stock that are no longer subject
                                            to restrictions shall be delivered (including by updating the book-entry registration) to
                                            the Participant promptly after the applicable restrictions lapse or are waived. In the case
                                            of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted.
                                            Upon the lapse or waiver of restrictions and the restricted period relating to Restricted
                                            Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered
                                            to the holder of the Restricted Stock Units.



 






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(d)            Dividends
and Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant
shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares
determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have
such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend
Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is
based solely on an increase in the value of the Shares after the grant of such Award, and (ii) with respect to any other Award,
dividend and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until
all conditions or restrictions relating to such Share have been satisfied, waived or lapsed.


 


(e)            Other
Share-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other
Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including,
without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan.
The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement.
No Award issued under this Section 6(e) shall contain a purchase right or an option-like exercise feature.


 


(f)            General.


 


		(i)	Consideration for Awards. Awards may be granted for no cash consideration
                                            or for any cash or other consideration as may be determined by the Committee or required
                                            by applicable law.



 


		(ii)	Awards May Be Granted Separately or Together. Awards may,
                                            in the discretion of the Committee, be granted either alone or in addition to, in tandem
                                            with or in substitution for any other Award or any award granted under any other plan of
                                            the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards
                                            or in addition to or in tandem with awards granted under any other plan of the Company or
                                            any Affiliate may be granted either at the same time as or at a different time from the grant
                                            of such other Awards or awards.



 


		(iii)	Forms of Payment Under Awards. Subject to the terms of the
                                            Plan and of any applicable Award Agreement, payments or transfers to be made by the Company
                                            or an Affiliate upon the grant, exercise or payment of an Award may be made in such form
                                            or forms as the Committee shall determine (including, without limitation, cash, Shares, other
                                            securities (but excluding promissory notes), other Awards or other property or any combination
                                            thereof), and may be made in a single payment or transfer, in installments or on a deferred
                                            basis, in each case in accordance with rules and procedures established by the Committee.



 






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		(iv)	Limits on Transfer of Awards. No Award (other than fully vested
                                            and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall
                                            be transferable by a Participant other than by will or by the laws of descent and distribution,
                                            and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award)
                                            or right under any such Award may be pledged, alienated, attached or otherwise encumbered,
                                            and any purported pledge, alienation, attachment or encumbrance thereof shall be void and
                                            unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Committee
                                            may permit the transfer of an Award to family members if such transfer is for no value and
                                            in accordance with the rules of Form S-8. The Committee may also establish procedures
                                            as it deems appropriate for a Participant to designate a person or persons, as beneficiary
                                            or beneficiaries, to exercise the rights of the Participant and receive any property distributable
                                            with respect to any Award in the event of the Participant’s death.



 


		(v)	Restrictions; Securities Exchange Listing. All Shares or other
                                            securities delivered under the Plan pursuant to any Award or the exercise thereof shall be
                                            subject to such restrictions as the Committee may deem advisable under the Plan, applicable
                                            federal or state securities laws and regulatory requirements, and the Committee may cause
                                            appropriate entries to be made with respect to, or legends to be placed on the certificates
                                            for, such Shares or other securities to reflect such restrictions. The Company shall not
                                            be required to deliver any Shares or other securities covered by an Award unless and until
                                            the requirements of any federal or state securities or other laws, rules or regulations
                                            (including the rules of any securities exchange) as may be determined by the Company
                                            to be applicable are satisfied.



 


		(vi)	Prohibition on Option and Stock Appreciation Right Repricing.
                                            Except as provided in Section 4(c) hereof, the Committee may not, without prior
                                            approval of the Company’s shareholders, seek to effect any re-pricing of any previously
                                            granted, “underwater” Option or Stock Appreciation Right by: (i) amending
                                            or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price;
                                            (ii) canceling the underwater Option or Stock Appreciation Right and granting either
                                            (A) replacement Options or Stock Appreciation Rights having a lower exercise price;
                                            or (B) Restricted Stock, Restricted Stock Units or Other Share-Based Award in exchange;
                                            or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right
                                            for cash or other securities. An Option or Stock Appreciation Right will be deemed to be
                                            “underwater” at any time when the Fair Market Value of the Shares covered by
                                            such Option or Stock Appreciation Right is less than the exercise price.



 






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		(vii)	Minimum Vesting. Except as provided below, no Award shall be
                                            granted with terms providing for any right of exercise or lapse of any vesting obligations
                                            earlier than a date that is at least one year following the date of grant (or, in the case
                                            of vesting based upon performance based objectives, exercise and vesting restrictions cannot
                                            lapse earlier than the one year anniversary measured from the commencement of the period
                                            over which performance is evaluated). Notwithstanding the foregoing, the following Awards
                                            that do not comply with the one year minimum exercise and vesting requirements set forth
                                            above may be issued:



 


		(A)	substitute Awards granted in connection with awards that are assumed,
                                            converted or substituted pursuant to a merger, acquisition or similar transaction entered
                                            into by the Company or any of its subsidiaries;



 


		(B)	shares delivered in lieu of fully vested cash Awards or any cash incentive
                                            compensation earned by a Participant, provided that the performance period for such incentive
                                            compensation was at least one fiscal year; and



 


Nothing in this Section 6 shall limit the authority
of the Committee to provide for the acceleration of the exercisability of any Award or the lapse of any restrictions relating to any
Award except where expressly limited in Section 6(f)(vii).


 


		(viii)	Limits on Acceleration or Waiver of Restrictions Upon Change in
                                            Control. No Award Agreement shall contain a definition of change in control that has
                                            the effect of accelerating the exercisability of any Award or the lapse of restrictions relating
                                            to any Award upon only the announcement or shareholder approval of (rather than consummation
                                            of) any reorganization, merger or consolidation of, or sale or other disposition of all or
                                            substantially all of the assets of, the Company.



 


		(ix)	Section 409A Provisions. Notwithstanding anything in the
                                            Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that
                                            constitutes “deferred compensation” to a Participant under Section 409A
                                            and applicable guidance thereunder is otherwise payable or distributable to a Participant
                                            under the Plan or any Award Agreement solely by reason of the occurrence of a change in control
                                            or due to the Participant’s disability or “separation from service” (as
                                            such term is defined under Section 409A), such amount or benefit will not be payable
                                            or distributable to the Participant by reason of such circumstance unless the Committee determines
                                            in good faith that (i) the circumstances giving rise to such change in control event,
                                            disability or separation from service meet the definition of a change in control event, disability,
                                            or separation from service, as the case may be, in Section 409A(a)(2)(A) of the
                                            Code and applicable proposed or final regulations, or (ii) the payment or distribution
                                            of such amount or benefit would be exempt from the application of Section 409A by reason
                                            of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise
                                            would be made to a Participant who is a Specified Employee (as determined by the Committee
                                            in good faith) on account of separation from service may not be made before the date which
                                            is six months after the date of the Specified Employee’s separation from service (or
                                            if earlier, upon the Specified Employee’s death) unless the payment or distribution
                                            is exempt from the application of Section 409A by reason of the short-term deferral
                                            exemption or otherwise.



 






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Section 7.        Amendment
and Termination; Corrections


 


(a)            Amendments
to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan,
and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted
Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously
granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan,
or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of
any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or
share exchange. For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the
Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders
of the Company in order to:


 


		(i)	amend the eligibility for, and limitations or conditions imposed upon,
                                            participation in the Plan;



 


		(ii)	subject to the limitations in Section 6, amend any terms relating
                                            to the granting or exercise of Awards, including but not limited to terms relating to the
                                            amount and payment of the exercise price, or the vesting, expiry, assignment or adjustment
                                            of Awards, or otherwise waive any conditions of or rights of the Company under any outstanding
                                            Award, prospectively or retroactively;



 


		(iii)	make changes that are necessary or desirable to comply with applicable
                                            laws, rules, regulations and policies of any applicable governmental entity or share exchange
                                            (including amendments to Awards necessary or desirable to maximize any available tax deduction
                                            or to avoid any adverse tax results, and no action taken to comply with such laws, rules,
                                            regulations and policies shall be deemed to impair or otherwise adversely alter or impair
                                            the rights of any holder of an Award or beneficiary thereof); or



 






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		(iv)	amend any terms relating to the administration of the Plan, including
                                            the terms of any administrative guidelines or other rules related to the Plan.



 


For greater certainty and except as provided in
Section 4(c), prior approval of the shareholders of the Company shall be required for any amendment to the Plan or an Award that
would:


 


		(I)	require shareholder approval under the rules or regulations of
                                            the Securities and Exchange Commission, the NASDAQ Capital Market or any other securities
                                            exchange that are applicable to the Company;



 


		(II)	increase the number of shares authorized under the Plan as specified
                                            in Section 4(a) of the Plan;



 


		(III)	permit repricing of Options or Stock Appreciation Rights, which is
                                            currently prohibited by Section 6 of the Plan;



 


		(IV)	permit the award of Options or Stock Appreciation Rights at a price
                                            less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant
                                            of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and
                                            Section 6(b) of the Plan;



 


		(V)	increase the maximum term permitted for Options and Stock Appreciation
                                            Rights as specified in Section 6(a) and Section 6(b); or



 


		(VI)	increase the number of shares subject to the annual limitations contained
                                            in Section 4(d) of the Plan.



 


(b)            Corporate
Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off,
combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company
or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo
such a transaction or event), the Committee or the Board may, in its sole discretion but subject to the limitations in Section 6
(e.g., limitations on re-pricing and waiver of vesting restrictions), provide for any of the following to be effective upon
the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the
event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter
or impair the rights of any holder of an Award or beneficiary thereof:


 


		(i)	either (A) termination of any Award, whether or not vested, in
                                            exchange for an amount of cash and/or other property, if any, equal to the amount that would
                                            have been attained upon the exercise of the Award or realization of the Participant’s
                                            rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction
                                            or event described in this Section 7(b)(i)(A), the Committee or the Board determines
                                            in good faith that no amount would have been attained upon the exercise of the Award or realization
                                            of the Participant’s rights, then the Award may be terminated by the Company without
                                            any payment) or (B) the replacement of the Award with other rights or property selected
                                            by the Committee or the Board, in its sole discretion;



 






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		(ii)	that the Award be assumed by the successor or survivor corporation,
                                            or a parent or subsidiary thereof, or shall be substituted for by similar options, rights
                                            or awards covering the shares of the successor or survivor corporation, or a parent or subsidiary
                                            thereof, with appropriate adjustments as to the number and kind of shares and prices;



 


		(iii)	that the Award shall be exercisable or payable or fully vested with
                                            respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable
                                            Award Agreement; or



 


		(iv)	unless otherwise provided for in the applicable Award Agreement, that
                                            the Award cannot vest, be exercised or become payable after a date certain in the future,
                                            which may be the effective date of the event.



 


(c)            Correction
of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the
shareholders of the Company or any Participant, correct any defect, supply any omission or reconcile any inconsistency in the Plan or
in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of
the Plan.


 


Section 8.         Income
Tax Withholding


 


In order to comply with all applicable federal,
state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable
federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. Without limiting the foregoing, for avoidance of doubt, the Committee, in its discretion
and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing
to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to any limitations required by ASC Topic
718 to avoid adverse accounting treatment); (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt
of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (c) by any
other means set forth in the applicable Award Agreement.


 


Section 9.        General
Provisions


 


(a)            No
Rights to Awards. No Eligible Person, Participant or other person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders
or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.


 






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(b)            Award
Agreements. No Participant shall have rights under an Award granted to such Participant unless
and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is
delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need
not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable
terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.


 


(c)            Plan
Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the
terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.


 


(d)            No
Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to
such conditions as the Committee may impose on such Awards), neither a Participant nor the Participant’s legal representative shall
be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or
payment of any Award, in whole or in part, unless and until such Shares have been issued.


 


(e)            No
Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans
or arrangements may be either generally applicable or applicable only in specific cases.


 


(f)            No
Right to Employment or Directorship. The grant of an Award shall not be construed as giving
a Participant the right to be retained as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor
will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or
without cause, or remove a Director in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss
a Participant from employment, or remove a Director who is a Participant, free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any
legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or
in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company
or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director
might otherwise have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages
for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to
have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee
and shall be fully bound thereby.


 


(g)            Governing
Law. The internal law, and not the law of conflicts, of the State of Utah shall govern all
questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the
Plan or any Award.


 






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(h)            Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder
of the Plan or any such Award shall remain in full force and effect.


(i)            No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.


 


(j)            Other
Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings,
profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required
by law or otherwise provided by such other plan.


 


(k)            No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional
Share or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(l)            Headings.
Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


Section 10.      Clawback
or Recoupment


 


All Awards under this Plan shall be subject to
forfeiture or other penalties pursuant to any Company clawback policy, as may be adopted or amended from time to time, and such forfeiture
and/or penalty conditions or provisions as determined by the Committee.


 


Section 11.      Effective
Date of the Plan


 


The Plan was adopted by the Board on March 31,
2021. The Plan shall be subject to approval by the shareholders of the Company at the annual meeting of shareholders of the Company to
be held on May 26, 2021, and the Plan shall be effective as of the date of such shareholder approval. On and after shareholder approval
of the Plan, no awards shall be granted under the Prior Plans, but all outstanding awards previously granted under the Prior Plans shall
remain outstanding and subject to the terms of the Prior Plans.


 






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Section 12.      Term
of the Plan


 


No Award shall be granted under the Plan, and
the Plan shall terminate, on March 31, 2030 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of
the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend
beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority
of the Board to amend the Plan, shall extend beyond the termination of the Plan.


 






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