DATCHAT, INC.

2021 OMNIBUS EQUITY INCENTIVE PLAN


 


Section
1.                     
Purpose of Plan.


The name of the Plan is the DatChat, Inc. (the
“Company” or “DatChat”) 2021 Omnibus Equity Incentive Plan (the “Plan”).The purposes
of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company
or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such
individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities
and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability
of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing.


Section
2.                     
Definitions.


For purposes of the Plan, the following terms
shall be defined as set forth below:


(a)                
“Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee
in accordance with Section 3 hereof.


(b)               
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified as of any date of determination.


(c)                
“Applicable Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal
and state securities laws, including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.


(d)               
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based
Award granted under the Plan.


(e)                
“Award Agreement” means any written notice, agreement, contract or other instrument or document evidencing an
Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator
shall determine, consistent with the Plan.


(f)                 
“Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


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


(h)               
“Bylaws” mean the bylaws of the Company, as may be amended and/or restated from time to time.


(i)                 
“Cause” has the meaning assigned to such term in any individual service, employment or severance agreement or
Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Cause,” then “Cause”
means (i) the conviction, guilty plea or plea of “no contest” by the Participant to any felony or a crime involving moral
turpitude or the Participant’s commission of any other act or omission involving dishonesty or fraud, (ii) the substantial
and




     -1-


     


    

repeated failure of the Participant to perform duties of the office
held by the Participant, (iii) the Participant’s gross negligence, willful misconduct or breach of fiduciary duty with respect
to the Company or any of its Subsidiaries or Affiliates, (iv) any breach by the Participant of any restrictive covenants to which
the Participant is subject, and/or (v) the Participant’s engagement in any conduct which is or can reasonably be expected to
be materially detrimental or injurious to the business or reputation of the Company or its Affiliates. Any voluntary termination of employment
or service by the Participant in anticipation of an involuntary termination of the Participant’s employment or service, as applicable,
for Cause shall be deemed to be a termination for Cause.


(j)                 
“Change in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off,
spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary
distribution (whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation,
(iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator
determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.


(k)               
“Change in Control” means the first occurrence of an event set forth in any one of the following paragraphs
following the Effective Date:


(1)               
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including the securities
Beneficially Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing more than fifty
percent (50%) of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or


(2)               
the date on which individuals who constitute the Board as of the Effective Date and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent
solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election
by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved
or recommended cease for any reason to constitute a majority of the number of directors serving on the Board; or


(3)               
there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or
other entity, other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary, fifty percent (50%) or more of the combined voting
power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation
and (B) following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board
of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger
or consolidation is then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its
Affiliates) representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;
or


(4)               
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a
sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%)




     -2-


     


    

of the combined voting power of the voting securities of which are
owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership
of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets
immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board
of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.


Notwithstanding the foregoing, (i) a Change in Control shall
not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following
which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction
or series of transactions and (ii) to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of
the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to any Award that constitutes deferred compensation
under Section 409A of the Code only if a change in the ownership or effective control of the Company or a change in ownership of a substantial
portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. For purposes of this definition
of Change in Control, the term “Person” shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company.


(l)                 
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.


(m)              
“Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the
discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock
exchange on which the Common Stock is traded.


(n)               
“Common Stock” means the common stock of the Company, par value $0.0001.


(o)               
“Company” means DatChat, Inc., a Delaware corporation (or any successor company, except as the term “Company”
is used in the definition of “Change in Control” above).


(p)               
“Disability” has the meaning assigned to such term in any individual service, employment or severance agreement
or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Disability,”
then “Disability” means that a Participant, as determined by the Administrator in its sole discretion, (i) is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of the Company or an Affiliate thereof.


(q)               
“Effective Date” has the meaning set forth in Section 17 hereof.


(r)                 
“Eligible Recipient” means an employee, director or independent contractor of the Company or any Affiliate of
the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required
to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation
Right means an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect to
whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.




     -3-


     


    

(s)                
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.


(t)                 
“Exempt Award” shall mean the following:


(1)               
An Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity
acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise.
The terms and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator
at the time of grant may deem appropriate, subject to Applicable Laws.


(2)               
An award that an Eligible Recipient purchases at Fair Market Value (including awards that an Eligible Recipient elects to receive
in lieu of fully vested compensation that is otherwise due) whether or not the Shares are delivered immediately or on a deferred basis.


(u)               
“Exercise Price” means, (i) with respect to any Option, the per share price at which a holder of such Option
may purchase Shares issuable upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per
share of such Stock Appreciation Right.


(v)               
“Fair Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair
market value as determined by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security
is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on
such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock
on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value
on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding
date on which there was a sale of such share in such market.


(w)              
“Free Standing Rights” has the meaning set forth in Section 8.


(x)               
“Good Reason” has the meaning assigned to such term in any individual service, employment or severance agreement
or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,”
“Good Reason” and any provision of this Plan that refers to “Good Reason” shall not be applicable to such Participant.


(y)               
“Incentive Compensation” means annual cash bonus and any Award.


(z)                
“ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning
of Section 422 of the Code.


(aa)             
“Nonqualified Stock Option” shall mean an Option that is not designated as an ISO.


(bb)            
“Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option”
as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”


(cc)             
“Other Stock-Based Award” means a right or other interest granted pursuant to Section 10 hereof that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock, including, but
not limited to, unrestricted Shares, dividend equivalents or performance units, each of which may be subject to the attainment of performance
goals or a period of continued provision of service or employment or other terms or conditions as permitted under the Plan.




     -4-


     


    

(dd)            
 “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s
authority provided for in Section 3 below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors
and administrators, as the case may be.


(ee)             
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof.


(ff)              
“Plan” means this 2020 Omnibus Equity Incentive Plan.


(gg)            
“Related Rights” has the meaning set forth in Section 8.


(hh)            
“Restricted Stock” means a Share granted pursuant to Section 9 below subject to certain restrictions that lapse
at the end of a specified period (or periods) of time and/or upon attainment of specified performance objectives.


(ii)               
“Restricted Period” has the meaning set forth in Section 9.


(jj)               
“Restricted Stock Unit” means the right granted pursuant to Section 9 hereof to receive a Share at the end of
a specified restricted period (or periods) of time and/or upon attainment of specified performance objectives.


(kk)            
“Rule 16b-3” has the meaning set forth in Section 3.


(ll)               
“Section 16 Officer” means any officer of the Company whom the Board has determined is subject to the reporting
requirements of Section 16 of the Exchange Act, whether or not such individual is a Section 16 Officer at the time the determination to
recoup compensation is made.


(mm)        
“Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any
successor (pursuant to a merger, consolidation or other reorganization) security.


(nn)            
“Stock Appreciation Right” means a right granted pursuant to Section 8 hereof to receive an amount equal to
the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares
covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.


(oo)            
“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which
such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or
a sole general partner interest or managing member or similar interest of such other Person.


(pp)            
“Transfer” has the meaning set forth in Section 15.


Section
3.                     
Administration.


(a)                
The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule
16b-3 under the Exchange Act (“Rule 16b-3”).


(b)               
Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority
delegated to it by the Board, shall have the power and authority, without limitation:


(1)               
to select those Eligible Recipients who shall be Participants;




     -5-


     


    

(2)               
 to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;


(3)               
to determine the number of Shares to be covered by each Award granted hereunder;


(4)               
to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including,
but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which
restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable
to Awards, (iii) the Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any other Award, (iv) the
vesting schedule and terms applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each
Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable) any amendments to the terms and
conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the payment
schedules of such Awards and/or, to the extent specifically permitted under the Plan, accelerating the vesting schedules of such Awards);


(5)               
to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments
evidencing Awards;


(6)               
to determine the Fair Market Value in accordance with the terms of the Plan;


(7)               
to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination
of the Participant’s service or employment for purposes of Awards granted under the Plan;


(8)               
to adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from
time to time deem advisable;


(9)               
to construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under
the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers
and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and


(10)            
to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable
non-United States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations
may be set forth in an appendix or appendixes to the Plan.


(c)                
Subject to Section 5, neither the Board nor the Committee shall have the authority to (i) reprice or cancel and regrant any Award
at a lower exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property
or other Awards without first obtaining the approval of the Company’s stockholders; or (ii) accelerate the vesting of any Awards
(except pursuant to Section 11).


(d)               
All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons,
including the Company and the Participants.


(e)                
The expenses of administering the Plan shall be borne by the Company and its Affiliates.


(f)                 
If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the
Plan shall be exercised by the Committee. Except as




     -6-


     


    

otherwise provided in the Articles of Incorporation or Bylaws of
the Company, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting
at which a quorum is duly constituted or unanimous written consent of the Committee’s members.


Section
4.                     
Shares Reserved for Issuance Under the Plan.


(a)                
Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards
granted under the Plan shall be equal to 2.0 million shares; provided, that, shares of Common Stock issued under the Plan
with respect to an Exempt Award shall not count against such share limit.


(b)               
Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may
be reacquired by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant 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. If any Shares subject to an Award are
forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the
Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination
or expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as
payment of either the Exercise Price of an Award (including Shares otherwise underlying a Stock Appreciation Right that are retained by
the Company to account for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall
no longer be available for grant under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock,
but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again
be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled
in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise
of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as
to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be available for grant under
the Plan.


(c)                
No more than 2.0 million Shares shall be issued pursuant to the exercise of ISOs.


Section
5.                     
Equitable Adjustments.


In the event of any Change in Capitalization,
an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities reserved for
issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and the Exercise Price subject to
outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of Shares or
other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Stock, Restricted Stock Units
or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding Awards (including, without
limitation, any applicable performance targets or criteria with respect thereto); provided, however, that any fractional
shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined
by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection with a Change in Capitalization,
the Administrator may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for
the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other property having an aggregate Fair
Market Value equal to the Fair Market Value of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise
Price or purchase price thereof, if any; provided, however, that if the Exercise Price or purchase price of any outstanding
Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the
Administrator may cancel such Award without the payment of any consideration to the Participant. Further, without limiting the generality
of the foregoing, with respect to Awards subject to foreign laws, adjustments made hereunder shall be made in compliance with applicable
requirements.




     -7-


     


    

Except to the extent determined by the Administrator, any adjustments
to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.


Section
6.                     
Eligibility.


The Participants in the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.


Section
7.                     
Options.


(a)                
General. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who
is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall
determine, in its sole discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions
regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event
the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not
be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently
hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth
in the applicable Award Agreement.


(b)               
Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its
sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of
the Fair Market Value of a share of Common Stock on the date of grant.


(c)                
Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more
than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable
provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator
shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,
in its sole discretion, deems appropriate.


(d)               
Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including
the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator
may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise
provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.


(e)                
Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying
the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased
in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect
to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any
cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in
the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved
by the Administrator and permitted by Applicable Laws or (iv) any combination of the foregoing.


(f)                 
ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and
the terms, conditions, limitations and administrative procedures




     -8-


     


    

established by the Administrator from time to time in accordance
with the Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company.


(1)               
ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant
who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent
corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not
exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of
the Fair Market Value of the Shares on the date of grant.


(2)               
$100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of
the Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company)
exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.


(3)               
Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately
after the date the Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such
ISO. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two
years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO.
The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares
acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding
sentence, subject to complying with any instructions from such Participant as to the sale of such Shares.


(g)               
Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other
rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise
thereof, and has paid in full for such Shares and has satisfied the requirements of Section 15 hereof.


(h)               
Termination of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided
for by the Administrator in the Award Agreement.


(i)                 
Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.


Section
8.                     
Stock Appreciation Rights.


(a)                
General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction
with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or
after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at
which, grants of Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter into
an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion,
including, among other things, the number of Shares to be awarded, the Exercise Price per Share, and all other conditions of Stock Appreciation
Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates.
The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under
the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award
Agreement.




     -9-


     


    

(b)               
 Awards; Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with
respect to the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of
the exercise thereof and has satisfied the requirements of Section 15 hereof.


(c)                
Exercise Price. The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Administrator
in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.


(d)               
Exercisability.


(1)               
Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Administrator in the applicable Award Agreement.


(2)               
Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options
to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.


(e)                
Payment Upon Exercise.


(1)               
Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number
of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified
in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.


(2)               
A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise
and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess
of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by the number of
Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no
longer be exercisable to the extent the Related Rights have been so exercised.


(3)               
Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or
in any combination of Shares and cash).


(f)                 
Termination of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant
shall be provided for by the Administrator in the Award Agreement.


(g)               
Term.


(1)               
The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more
than ten (10) years after the date such right is granted.


(2)               
The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more
than ten (10) years after the date such right is granted.


(h)               
Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule
and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment,
partial Disability or other changes in the employment or service status of a Participant, in the discretion of the Administrator.





     -10-


     


    
Section
9.                 
Restricted Stock and Restricted Stock Units.


(a)                
General. Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the
Eligible Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant
who is granted Restricted Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms
and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be
awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period
of time restrictions, performance goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the “Restricted
Period”); and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance
goals or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted
Stock Units, in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be the
same with respect to each Participant.


(b)               
Awards and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an
Award of Restricted Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock;
and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to any such Award. The Company may require that the share certificates,
if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have
lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed
in blank, relating to the Shares covered by such Award. Certificates for shares of unrestricted Common Stock may, in the Company’s
sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock
Award. With respect to Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, share certificates
in respect of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered
to the Participant, or his legal representative, in a number equal to the number of shares of Common Stock underlying the Restricted Stock
Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares
(at the expiration of the Restricted Period, and whether before or after any vesting conditions have been satisfied) may, in the Company’s
sole discretion, be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted
Stock Units, at the expiration of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated
or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance
with Section 409A of the Code, and such issuance or payment shall in any event be made within such period as is required to avoid the
imposition of a tax under Section 409A of the Code.


(c)                
Restrictions and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be
subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator
at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:


(1)               
The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive
such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service
with the Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change
in Control, the outstanding Awards shall be subject to Section 11 hereof.


(2)               
Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company
with respect to Restricted Stock during the Restricted Period; provided, however, that dividends declared during the Restricted
Period with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock vests. Except as provided
in the applicable Award Agreement, the Participant shall generally not have the rights of a




     -11-


     


    

stockholder with respect to Shares subject to Restricted Stock Units
during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends
declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units shall, unless otherwise set
forth in an Award Agreement, be paid to the Participant at the time (and to the extent) Shares in respect of the related Restricted Stock
Units are delivered to the Participant. Certificates for Shares of unrestricted Common Stock may, in the Company’s sole discretion,
be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock or
Restricted Stock Units, except as the Administrator, in its sole discretion, shall otherwise determine.


(3)               
The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director
or independent contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set
forth in the Award Agreement.


(d)               
Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant
thereof) that any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator
in connection with the Award.


Section
10.                 
Other Stock-Based Awards.


Other Stock-Based Awards may be issued under the
Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to
whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant who is granted an Other Stock-Based
Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine,
in its sole discretion, including, among other things, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based
Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property),
or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited
to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards. In the event that the Administrator
grants a bonus in the form of Shares, the Shares constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated
form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such bonus is payable. Notwithstanding anything set forth in the Plan to the
contrary, any dividend or dividend equivalent Award issued hereunder shall be subject to the same restrictions, conditions and risks of
forfeiture as apply to the underlying Award.


Section
11.                 
Change in Control.


Unless otherwise determined by the Administrator
and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant is employed by the
Company or any of its Affiliates immediately prior to the consummation of such Change in Control then upon the consummation of such Change
in Control, the Administrator, in its sole and absolute discretion, may:


(a)                
provide that any unvested or unexercisable portion of any Award carrying a right to exercise become fully vested and exercisable;
and


(b)               
cause the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under
the Plan to lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall
be deemed to be fully achieved at target performance levels.


If the Administrator determines in its discretion
pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change in
Control, the Administrator shall also have discretion in connection with such action to provide that all Options




     -12-


     


    

and/or Stock Appreciation Rights outstanding immediately prior to
such Change in Control shall expire on the effective date of such Change in Control.


Section
12.                 
Amendment and Termination.


The Board may amend, alter or terminate the Plan
at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore
granted without such Participant’s consent. The Board shall obtain approval of the Company’s stockholders for any amendment
that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which the Common Stock is
traded or other Applicable Law. Subject to Section 3(c), the Administrator may amend the terms of any Award theretofore granted, prospectively
or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall materially impair
the rights of any Participant without his or her consent.


Section
13.                 
Unfunded Status of Plan.


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general creditor of the Company.


Section
14.                 
Withholding Taxes.


Each Participant shall, no later than the date
as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay
to the Company, or make arrangements satisfactory to the Administrator regarding payment of an amount up to the maximum statutory tax
rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the
Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted
by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash
is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable
withholding tax requirements related thereto. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related taxes
to be withheld and applied to the tax obligations; provided, that, with the approval of the Administrator, a Participant
may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or other property,
as applicable, or (ii) delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the
applicable taxes to be withheld and applied to the tax obligations. Such already owned and unrestricted shares of Common Stock shall be
valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and any fractional share amounts
resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered
pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by Applicable
Laws, to satisfy its withholding obligation with respect to any Award.


Section
15.                 
Transfer of Awards.


Until such time as the Awards are fully vested
and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer,
charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in
or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder
thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator,
which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic
benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio and shall not create
any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein
transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such Shares or other
property underlying such Award. Unless




     -13-


     


    

otherwise determined by the Administrator in accordance with the
provisions of the immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the lifetime of the
Participant, only by the Participant or, during any period during which the Participant is under a legal Disability, by the Participant’s
guardian or legal representative.


Section
16.                 
Continued Employment or Service.


Neither the adoption of the Plan nor the grant
of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof,
as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment
or service of any of its Eligible Recipients at any time.


Section
17.                 
Effective Date.


The Plan was approved by the Board on July 28,
2021 and shall be adopted and become effective on the date that it is approved by the Company’s stockholders (the “Effective
Date”).


Section
18.                 
Electronic Signature.


Participant’s electronic signature of an
Award Agreement shall have the same validity and effect as a signature affixed by hand.


Section
19.                 
Term of Plan.


No Award shall be granted pursuant to the Plan
on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.


Section
20.                 
Securities Matters and Regulations.


(a)                
Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award
granted under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator.
The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant
to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such
legends, as the Administrator, in its sole discretion, deems necessary or advisable.


(b)               
Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award
shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions not acceptable to the Administrator.


(c)                
In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant
to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired
by such Participant is acquired for investment only and not with a view to distribution.




     -14-


     


    
Section 21.                 
Section 409A of the Code.


The Plan as well as payments and benefits under
the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the
contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the
Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment
shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation
from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in
the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated
as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent
that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or
benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code.
The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with
Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The
Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.


Section
22.                 
Notification of Election Under Section 83(b) of the Code.


If any Participant shall, in connection with the
acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant
shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service.


Section
23.                 
No Fractional Shares.


No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued
or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


Section
24.                 
Beneficiary.


A Participant may file with the Administrator
a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke
such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate
shall be deemed to be the Participant’s beneficiary.


Section
25.                 
Paperless Administration.


In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system
using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant
may be permitted through the use of such an automated system.


Section
26.                 
Severability.


If any provision of the Plan is held to be invalid
or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision
had not been included in the Plan.




     -15-


     


    
Section
27.                 
Clawback.


(a)                
If the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial
reporting requirement, then the Committee may require any Section 16 Officer to repay or forfeit to the Company, and each Section 16
Officer agrees to so repay or forfeit, that part of the Incentive Compensation received by that Section 16 Officer during the three-year
period preceding the publication of the restated financial statement that the Committee determines was in excess of the amount that such
Section 16 Officer would have received had such Incentive Compensation been calculated based on the financial results reported in
the restated financial statement. The Committee may take into account any factors it deems reasonable in determining whether to seek recoupment
of previously paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer (which need
not be the same amount or proportion for each Section 16 Officer), including any determination by the Committee that a Section 16
Officer engaged in fraud, willful misconduct or committed grossly negligent acts or omissions which materially contributed to the events
that led to the financial restatement. The amount and form of the Incentive Compensation to be recouped shall be determined by the Committee
in its sole and absolute discretion, and recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute
discretion, through the cancellation of vested or unvested Awards, cash repayment or both.


(b)               
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any Applicable Laws, government
regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant
to such Applicable Law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to
any such law, government regulation or stock exchange listing requirement).


Section
28.                 
Governing Law.


The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.


Section
29.                 
Indemnification.


To the extent allowable pursuant to applicable
law, each member of the Board and the Administrator and any officer or other employee to whom authority to administer any component of
the Plan is designated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or
she may be a party or in which he or she may be a party or in which he or she may be involved by reason of any action or failure to act
pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or
proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such individuals may be entitled pursuant to the Company’s Articles
of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


Section
30.                 
Titles and Headings, References to Sections of the Code or Exchange Act.


The titles and headings of the sections in the
Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,
shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


Section
31.                 
Successors.


The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the




     -16-


     


    

Company, or upon any successor corporation or organization succeeding
to substantially all of the assets and business of the Company.


Section
32.                 
Relationship to other Benefits.


No payment pursuant to the Plan shall be taken
into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit
plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.




     -17-


     


    

 




Exhibit A


 


datchat,
inc.

2021 Equity Incentive Plan


 


Exercise
Notice


  


DatChat, Inc.  


Attention: Corporate Secretary


 


1. Exercise of Option.
Effective as of the Exercise Effective Date set forth in the signature page below, the undersigned individual (“Participant”)
hereby elects to exercise Participant’s option (the “Option”) to purchase the number of shares of the
Common Stock reflected in the signature page below (the “Shares”) of DatChat, Inc. (the “Company”)
under and pursuant to, and be subject to the terms and conditions of, the 2021 Equity Incentive Plan (the “Plan”),
the Stock Option Agreement and this Exercise Notice.


 


2. Delivery of Payment.
Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the Option.


 


3. Representations of
Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.


 


4. Rights as Stockholder.
Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock
subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after
the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance except as provided in Section 13 of the Plan.


 


5. Market Standoff.
If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, Participant shall not sell or otherwise
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, of any Common Stock (or other securities) of the Company held by such stockholder (other than those included
in the registration) during the period from the filing of a registration statement of the Company filed under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through
the end of the 180-day period following the effective date of the registration statement (or such other period as may be requested by
the Company or an underwriter to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241, if applicable, or
any similar or successor provisions or amendments thereto).


 


Participant agrees, as a condition
of acquiring such Shares, to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within 10 days
of such request, such information as may be required by the Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described
in this Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8
or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms
that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the
third legend set forth in Section 8 with respect to the shares of Common




     -18-


     


    

Stock (or other securities) subject to the foregoing
restriction until the end of such 180-day (or other) period. Participant agrees that any transferee of the Shares shall be bound by this Section
5.


  


6. Transfer Restrictions.


 


(a)  Compliance with
Agreement. Participant shall not transfer, assign, encumber, gift or otherwise dispose of any Shares except in compliance with the
terms herein and applicable securities laws. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of the Plan or this Exercise Notice or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


(b)  Transfer Notice
and Requirements. Participant, and any subsequent transferee of any of the Shares, (each a “Holder”) agrees
to comply in all respects with the provisions of this Section. Each Holder agrees not to transfer all or any portion of the
Shares, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company
to take and hold such Shares subject to, and to be bound by, the provisions of the Plan and as set forth herein, and:


 


(i)   there is then
in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance
with the registration statement; or


 


(ii)  the holder shall have
given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company
with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder
shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel or other evidence reasonably satisfactory
to the Company that such disposition will not require registration of such Shares under the Securities Act, or (B) a “no action”
letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the transfer of such
securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto,
whereupon the Holder of such Shares shall be entitled to transfer such Shares in accordance with the terms of the notice delivered by
such Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule
144 except in unusual circumstances.


 


(c)  Company’s
Right of First Refusal. Before any Shares held by Participant or any Holder may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section 6 (the “Right of First Refusal”).


 


(i)   Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (B) the name of each proposed
purchaser or other transferee (“Proposed Transferee”); (C) the number of Shares to be transferred to each
Proposed Transferee; and (D) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).


  


(ii)  Exercise of
Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving
written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more
of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.


 


(iii)   Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s)
under this Section 6 shall be the Offered Price. If the Offered Price includes consideration other than cash, the
cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 




     -19-


     


    

(iv)  Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all
or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee),
or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.


 


(v)  Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 6, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer
is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable
securities laws, all of the requirements of the Plan and as set forth herein, and that the Proposed Transferee agrees in writing that
all of the restrictions set forth in the Plan and herein, including but not limited to the provisions of this Section 6,
shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred
to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall
again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 


(vi)  Exception for
Certain Family Transfers. Anything to the contrary contained in this Section 6 notwithstanding, the transfer
of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s
immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 6.
“Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 6,
and there shall be no further transfer of such Shares except in accordance with the terms of this Section 6.


 


(vii)  Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common
Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that
are publicly traded.


 


(viii)  Stop Transfer
Instructions. The Company may impose stop-transfer instructions and stamp each stock certificate representing the Shares with the
second legend set forth in Section 8.


 


7. Tax Consultation.
Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition
of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection
with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.


  


8. Restrictive Legends
and Stop-Transfer Orders.


 


(a) Legends. Participant
understands and agrees that, in addition to any other legends that may be required pursuant to agreements that the Participant is or becomes
party to, the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities
laws:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


  




     -20-


     


    

THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S)
AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC
OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY
NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING
UNDERWRITER.


  


(b) Stop-Transfer Notices.
Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.


 


(c) Refusal to Transfer.
The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


9. Successors and Assigns.
The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure
to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice
shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.


  


10. Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the
Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall
be final and binding on all parties.


 


11. Governing Law; Severability.
This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any
provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice
shall continue in full force and effect.


 


12. Entire Agreement.
The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment
Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be
modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.


 


13. Stockholder Agreements.
From time to time the Company may enter into agreements pursuant to which it is required to cause its stockholders to become party to
such agreements. Among other things, such agreements may include provisions that include additional restrictions on transfer, rights of
first refusal and/or co-sale, the obligation to vote for directors that are designated by others, and the obligation to vote in favor
of (and not exercise any dissenters or appraisal rights in respect of) and otherwise take such actions as are necessary to complete, an
acquisition of the Company (whether by way of stock purchase, merger, sale of assets or otherwise). It shall be a condition to the exercise
of the Option that the Participant enter into all




     -21-


     


    

such agreements upon request by the Company, copies
of which will be provided prior to the effectiveness of the exercise.


  


IN WITNESS WHEREOF, the
Company and the Participant have executed this Exercise notice with respect to the exercise and purchase of __________ shares
of Common Stock (the “Shares”) pursuant to that certain Stock Option Agreement dated _______________________ (the
“Stock Option Agreement”).


 


	Submitted by:	Accepted by:
	 	 
	PARTICIPANT (“Participant”)	DATCHAT, INC.
	 	 
	 	 
	Signature	Signature
	 	 
	 	 
	Print Name	Print Name
	 	 
	 	 
	 	Title
	 	 
	Mailing Address:	Mailing Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	Email address:	 
	 	 
	 	___________, 20___
	 	 
	 	Date Received (the “Effective Date”)


 


Stockholder Agreements:


 


 




     -22-


     


    

 


Exhibit
B


 


Investment
Representation Statement


 


In connection with the purchase of the Securities
listed below, the undersigned Participant represents to the Company the following:


 


1. Participant is aware of the
Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed
and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of
the Securities Act of 1933, as amended (the “Securities Act”).


 


2. Participant acknowledges and
understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities
and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated
solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred
sale, for or until an increase or decrease in the market price of the Securities, or for a period of 1 year or any other fixed period
in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company
is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted
with any legend required under applicable state securities laws.


 


3. Participant is familiar with
the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject
to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the
grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 90 days thereafter (or
such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to
the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (a) the availability
of certain public information about the Company, (b) the amount of Securities being sold during any 3 month period not exceeding
specified limitations, (c) the resale being made in an unsolicited “broker’s transaction”, transactions directly
with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange
Act of 1934) and (d) the timely filing of a Form 144, if applicable.


 


In the event that the Company
does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances
subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company;
(ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for
the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
subsections (b), (c) and (d) of the paragraph immediately above.


  


4. Participant further understands
that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given
that any such other registration exemption shall be available in such event.




     -23-


     


    

 


5. This Investment Representation
Statement is given with respect to the acquisition by the Participant of ___________ Shares (the “Securities”)
of Common Stock of DatChat, Inc. on or about the date set forth below.


 


 


	PARTICIPANT
	 
	 
	Signature
	 
	 
	Print Name
	 
	 
	Date
	 
	Mailing Address:
	 
	Email Address:


 


 


 




     -24-


     


    

 


DATCHAT,
INC.


 


2021 EQUITY
INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


Unless otherwise defined herein,
the terms defined in the 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option
Agreement (the “Option Agreement”).


 


I. NOTICE OF STOCK OPTION GRANT


 


Name:


 


Address:


 


The undersigned Participant has
been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement,
as follows:


 


	 	Date of Grant:	 
	 	 	 
	 	Vesting Commencement Date:	 
	 	 	 
	 	Exercise Price per Share:	$
	 	 	 
	 	Total Number of Shares Granted:	 
	 	 	 
	 	Total Exercise Price :	$
	 	 	 
	 	Type of Option:	_________ Incentive Stock Option
	 	 	 
	 	 	_________ Nonstatutory Stock Option
	 	 	 
	 	Term/Expiration Date:	 


 


Vesting Schedule:


 


This Option shall be exercisable,
in whole or in part, according to the following vesting schedule:


 


[Twenty-five percent (25%) of
the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th)
of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (or
if there is no corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through each
such date.]


 


Termination Period:


 


This Option shall be exercisable
for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or
Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding
the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may
be subject to earlier termination as provided in Section 13(c) of the Plan.


 


II. AGREEMENT


 




     -25-


     


    

1. Grant of Option.
The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement,
an Option to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in
the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan
and this Option Agreement, the terms and conditions of the Plan shall prevail.


 


If designated in the Notice of Stock
Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined
in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option
shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall
not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted
under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors
have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.


 


2. Exercise of Option.


 


(a) Right to Exercise.
This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and
with the applicable provisions of the Plan and this Option Agreement.


 


(b) Method of Exercise.
This Option shall be exercisable by delivery of an Exercise Notice in the form attached as Exhibit A to the Plan
or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option,
the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations
and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.


 


No Shares shall be issued pursuant
to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such
Shares.


 


3. Participant’s
Representations. In the event the Shares have not been registered under the Securities Act, at the time this Option is exercised,
Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company
his or her Investment Representation Statement in the form attached hereto as Exhibit B to the Plan.


 


4. Lock-Up Period.
Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company
held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of
Common Stock (or other securities) of the Company not to exceed 180-days following the effective date of any registration statement of
the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory
restrictions including, but not limited to, FINRA Rule 2241, if applicable, or any similar or successor provisions or amendments thereto).


 


Participant agrees to execute and
deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing
or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, Participant shall provide, within ten




     -26-


     


    

(10) days of such request, such information as may
be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future,
or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing
restriction until the end of said 180-day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant
to the Option shall be bound by this Section 4.


 


5. Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:


 


(a) cash;


 


(b) check;


 


(c) consideration received
by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d) surrender of other Shares
which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims,
encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse
accounting consequences to the Company.


 


6. Restrictions on Exercise.
This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance
of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable
Law.


 


7. Non-Transferability
of Option.


 


(a) This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of
Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Participant.


 


(b) Further, until the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it
is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f)
promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise,
the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3)
of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or
disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not
be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent
position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively),
other than as permitted in clauses (i) and (ii) of this paragraph.


 


8. Term of Option.
This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.


 


9. Tax Obligations.


 


(a) Tax Withholding.
Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant)
for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option




     -27-


     


    

exercise. Participant acknowledges and agrees that
the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time
of exercise.


 


(b) Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the
date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant
agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.


 


(c) Code Section 409A. Under
Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified
after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”)
to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred
compensation”. An Option that is a “discount option” may result in (i) income recognition by Participant prior to the
exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges.
The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant
acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals
or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant,
Participant shall be solely responsible for Participant’s costs related to such a determination.


 


10. Entire Agreement;
Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not
the choice of law rules of Delaware.


 


11. No Guarantee of Continued
Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE
OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 




     -28-


     


    

 


Participant acknowledges receipt
of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.


 


 


	PARTICIPANT 	DATCHAT, INC.
	 	 
	 	 
	Signature	Signature
	 	 
	 	 
	Print Name	Print Name
	 	 
	 	 
	 	Title
	 	 
	Mailing Address:	Mailing Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	Email address:	 
	 	 
	 	___________, 20___
	 	 
	 	Date Received (the “Effective Date”)


 



     -29-