Exhibit 4.5


 





 


RIOT BLOCKCHAIN,
INC.


2019 EQUITY INCENTIVE
PLAN


 


		1.	PURPOSE OF PLAN



 


1.1       The
purpose of this 2019 Equity Incentive Plan (this “Plan”) of Riot Blockchain, Inc., a Nevada corporation (the
“Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing
an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons.


 


As
of the date of approval of the Plan, no additional grants will be made under the Corporation’s 2017 Equity Incentive Plan
(the “2017 Plan”).  Any shares of Common Stock not subject to exercised or outstanding grants under the
2017 Plan as of the date of this Plan may be issued under this Plan. Outstanding grants under the 2017 Plan will continue
to be governed by the terms of such grants and the terms of the 2017 Plan under which they were issued.


 


		2.	ELIGIBILITY



 


2.1       The
Administrator (as such term is defined in Section 3.1) may grant Awards under this Plan only to those persons that the Administrator
determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether
or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of
its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the
offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker
or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who
is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise
an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect
either the Corporation's eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities
Act”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation's compliance with
any other applicable laws.  An Eligible Person who has been granted an Award (a “Participant”) may,
if otherwise eligible, be granted additional Awards if the Administrator shall so determine. As used herein, “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Corporation.


 


		3.	PLAN ADMINISTRATION



 


3.1       The
Administrator.  This Plan shall be administered by and all Awards under this Plan shall be authorized by the
Administrator. The “Administrator” means the Board of Directors of the Corporation (the “Board”)
or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain
aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may
be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The
Board or a committee comprised solely of directors may also delegate, to the extent permitted by Nevada Revised Statutes and any
other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to determine Eligible Persons
who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms
and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative
and grant authority under this Plan. Unless otherwise provided in the bylaws of the Corporation or the applicable charter of any
Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative
vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of
the Administrator shall constitute due authorization of an action by the acting Administrator.


 


 






    	  





    	 



    

 


 


Award
grants, and transactions in or involving Awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting
solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange
Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely
of independent directors (within the meaning of the applicable stock exchange). Awards granted to non-employee directors shall
not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee
consisting solely of independent directors.


 


3.2 Powers
of the Administrator.  Subject to the express provisions of this Plan, the Administrator is authorized and empowered
to do all things necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in
the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)),
including, without limitation, the authority to:


 


(a)                
determine eligibility and, from among those persons determined to be eligible, the particular
Eligible Persons who will receive Awards under this Plan;


 


(b)                
grant Awards to Eligible Persons, determine the price at which securities will be offered
or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and
conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards
shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine
that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of
termination or reversion of such Awards;


 


(c)                
approve the forms of Award agreements (which need not be identical either as to type of Award
or among Participants);


 


(d)                
construe and interpret this Plan and any agreements defining the rights and obligations of
the Corporation, its Subsidiaries, and Participants under this Plan, further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the administration of this Plan or the Awards granted under this Plan;


 


(e)                
cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue,
suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 8.6.5;


 


(f)                 
accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding
Awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such Awards) in such circumstances
as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services
or other events) subject to any required consent under Section 8.6.5;


 


(g)                
determine the date of grant of an Award, which may be a designated date after but not before
the date of the Administrator's action (unless otherwise designated by the Administrator, the date of grant of an Award shall be
the date upon which the Administrator took the action granting an Award);


 


(h)                
determine whether, and the extent to which, adjustments are required pursuant to Section 7
hereof and authorize the termination, conversion, substitution, acceleration or succession of Awards upon the occurrence of an
event of the type described in Section 7;


 


(i)                  
acquire or settle (subject to Sections 7 and 8.6) rights under Awards in cash, stock
of equivalent value, or other consideration; and


 


(j)                 
determine the Fair Market Value (as defined in Section 5.6) of the common stock or Awards
under this Plan from time to time and/or the manner in which such value will be determined.


 


 



    	  





    	 



    




 


3.3 Binding
Determinations.  Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating
or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee,
nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with this Plan (or any Award made under this Plan), and all such persons shall
be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including,
without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors
and officers liability insurance coverage that may be in effect from time to time.


 


3.4 Reliance
on Experts.  In making any determination or in taking or not taking any action under this Plan, the Administrator
may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall
not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.


 


3.5 Delegation
of Non-Discretionary Functions.  In addition to the ability to delegate certain grant authority to officers of
the Corporation as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals
who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.


 


		4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT



 


4.1       Shares
Available.  Subject to the provisions of Section 7.1, the capital stock available for issuance under this
Plan shall be shares of the Corporation's authorized but unissued common stock.  For purposes of this Plan, “Common
Stock” shall mean the common stock of the Corporation and such other securities or property as may become the subject
of Awards under this Plan, or may become subject to such Awards, pursuant to an adjustment made under Section 7.1.


 


4.2       Share
Limit.  The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible
Persons under this Plan may not exceed the sum of 3,600,000 shares of Common Stock and the number of shares available for grant
under the 2017 Plan as of the Effective Date (the “Share Limit”). Such shares of Common Stock may be authorized
and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the
Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common
Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares
of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under
the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of
an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common
Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares
of Common Stock that may be paid under such an Award.


 


The
foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


 


4.3 Awards
Settled in Cash, Reissue of Awards and Shares.  The Administrator may adopt reasonable counting procedures to
ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute Awards) and make adjustments
in accordance with this Section 4.3. In determining the number of shares of Common Stock available for grant under the Plan
at any time, the following rules shall apply:


 


(a)                
Any shares of Common Stock subject to an Award granted under the Plan or the 2017 Plan that
on or after the Effective Date terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the shares
(or with the forfeiture of shares in connection with a restricted stock Award), is settled in cash in lieu of shares, or is exchanged
with the Committee’s permission, prior to the issuance of shares, for an Award not involving shares shall become available
again for grant under the Plan.


 






    	  





    	 



    




 


(b)                
Any shares of Common Stock that, with the Administrator’s approval, are withheld by
the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to (i) pay
the exercise price of an option granted under the Plan or 2017 Plan or (ii) to satisfy tax withholding obligations associated with
an option granted under the Plan or 2017 Plan shall not become available again for grant under the Plan. 


 


(c)                
Any shares of Common Stock that were purchased by the Corporation on the open market with
the proceeds from the exercise of a stock option granted under the Plan or the 2017 Plan on or after the Effective Date shall not
become available for grant under the Plan.


 


(d)                
Any shares of Common Stock that were subject to a stock-settled SAR granted under the Plan
or 2017 Plan that were not issued upon the exercise of such SAR on or after the Effective Date shall not become available again
for grant under the Plan. 


 


(e)                
Any shares of Common Stock that, with the Administrator’s approval, are withheld by
the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to satisfy
tax withholding obligations associated with a SAR granted under the Plan or 2017 Plan shall not become available again for grant
under the Plan.


 


(f)                 
Any shares of Common Stock that, with the Administrator’s approval, are withheld by
the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to satisfy
tax withholding obligations associated with an Award (other than an option or SAR) granted under the Plan or 2017 Plan, shall become
available again for grant under the Plan.


 


4.4       Reservation
of Shares; No Fractional Shares.  The Corporation shall at all times reserve a number of shares of Common Stock
sufficient to cover the Corporation's obligations and contingent obligations to deliver shares with respect to Awards then outstanding
under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights
in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares
in settlements of Awards under this Plan.


 


		5.	AWARDS



 


5.1       Type
and Form of Awards.  The Administrator shall determine the type or types of “Award(s)” to
be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in
combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other
employee or compensation plan of the Corporation or one of its Subsidiaries. The types of Awards that may be granted under this
Plan are:


 


5.1.1       Stock
Options.  A stock option is the grant of a right to purchase a specified number of shares of Common Stock during
a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (an “ISO”)
or a nonqualified stock option (an option not intended to be an ISO). The Award agreement for an option will indicate if the option
is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified)
shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to
be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.


 






    	  





    	 



    

 


 


5.1.2       Additional
Rules Applicable to ISOs.  To the extent that the aggregate Fair Market Value (determined at the time of grant
of the applicable option) of stock with respect to which ISOs first become exercisable by a Participant in any calendar year exceeds
$100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans
of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified
stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options
shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as
shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its Subsidiaries
(for this purpose, the term “Subsidiary” is used as defined in Section 424(f) of the Code, which generally requires
an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in
the chain beginning with the Corporation and ending with the Subsidiary in question). There shall be imposed in any Award agreement
relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive
stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time
the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing
more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such
option on the date such option is granted is at least 110% of the Fair Market Value of a share of Common Stock subject to the option
and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.


 


5.1.3       Stock
Appreciation Rights.  A stock appreciation right or “SAR” is a right to receive a payment,
in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the
Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common
Stock on the date the SAR was granted as specified in the applicable Award agreement (the “Base Price”). The
maximum term of a SAR shall be ten (10) years from the date the SAR is granted.


 


5.1.4       Restricted
Shares.


 


(a)                
Restrictions. Restricted shares are shares of Common Stock subject to such restrictions
on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may
lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals
and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant
or thereafter.  Except to the extent restricted under the terms of this Plan and the applicable Award agreement relating
to the restricted stock, a Participant granted restricted stock shall have all of the rights of a stockholder, including the right
to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement
imposed by the Administrator).


 


(b)                
Certificates for Shares. Restricted shares granted under this Plan may be evidenced
in such manner as the Administrator shall determine. If certificates representing restricted stock are registered in the name of
the Participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such restricted stock, that the Corporation retain physical possession of the certificates, and
that the Participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted stock.  The
Administrator may require that restricted shares are held in escrow until all restrictions lapse


 


(c)                
Dividends. With respect to an Award of restricted shares of Common Stock, the Administrator
may grant or limit the right of a Participant to receive dividends declared on shares of Common Stock that are subject to such
Award to the extent the Award is not yet vested. The terms of any right to dividends shall be as set forth in the applicable Award
agreement, including the time and form of payment and whether such dividends shall be credited with interest or deemed to be reinvested
in additional shares of restricted Common Stock. If the Administrator grants the right to a Participant to receive dividends declared
on shares of Common Stock subject to an unvested Award of restricted Common Stock, then such dividends shall be subject to the
same performance conditions and/or service conditions, as applicable, as the underlying Award.


 






    	  





    	 



    

 


5.1.5       Restricted
Share Units.


 


(a)                
Grant of Restricted Share Units. A restricted share unit, or “RSU”,
represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one share
of Common Stock. An Award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions
and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan.  At the
time an Award of RSUs is made, the Administrator shall establish a period of time during which the restricted share units shall
vest and the timing for settlement of the RSU.


 


(b)                
Dividend Equivalent Accounts. Subject to the terms and conditions of the Plan and the
applicable Award agreement, as well as any procedures established by the Administrator, prior to the expiration of the applicable
vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights with respect to RSUs, in which case,
the Corporation shall establish an account for the Participant and reflect in that account any securities, cash or other property
comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU.  Each
amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates.  The
Participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject
RSU.


 


(c)                
Rights as a Stockholder. Subject to the restrictions imposed under the terms and conditions
of this Plan and the applicable Award agreement, each Participant receiving RSUs shall have no rights as a stockholder with respect
to such RSUs until such time as shares of Common Stock are issued to the Participant.  No shares of Common Stock shall
be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the payment of any such Award.   Except
as otherwise provided in the applicable Award agreement, shares of Common Stock issuable under an RSU shall be treated as issued
on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes
of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date.  An Award
agreement may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is
no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to
comply with the requirements of Section 409A of the Code.


 


5.1.6       Cash
Awards.  The Administrator may, from time to time, subject to the provisions of the Plan and such other terms
and conditions as it may determine, grant cash bonuses (including without limitation, discretionary Awards, Awards based on objective
or subjective performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 5.2 below).  Cash
Awards shall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.


 


5.1.7       Other
Awards.  The other types of Awards that may be granted under this Plan include: (a) stock bonuses, performance
stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable
price or ratio related to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable
laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions,
or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common
Stock and/or returns thereon.


 


5.2       Performance-Based
Awards.  Without limiting the generality of the foregoing, any of the types of Awards listed in Sections 5.1.1
through 5.1.7 above may be, on such terms as determined by the Administrator in its sole discretion, granted as “Performance-Based
Awards,” whose grant, vesting, exercisability, or payment depends on the degree of achievement of one or more performance
goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation
on a consolidated basis or for one or more of the Corporation's Subsidiaries, segments, divisions or business units, or any combination
of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market
indices. The specific performance goals for Performance-Based Awards shall be, on an absolute or relative basis, established based
on such business criteria as selected by the Administrator in its sole discretion (“Business Criteria”), including
the following: (a) earnings per share; (b) cash flow (which means cash and cash equivalents derived from either (i) net cash flow
from operations or (ii) net cash flow from operations, financing and investing activities); (c) total stockholder return; (d) price
per share of Common Stock; (e) gross revenue; (f) revenue growth; (g) operating income (before or after taxes); (h) net earnings
(before or after interest, taxes, depreciation and/or amortization); (i) return on equity; (j) capital employed, or on assets or
on net investment; (k) cost containment or reduction; (l) cash cost per ounce of production; (m) operating margin; (n) debt reduction;
(o) resource amounts; (p) production or production growth; (q) resource replacement or resource growth; (r) successful completion
of financings; or (s) any combination of the foregoing. Performance targets may be adjusted to mitigate the unbudgeted impact of
material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the
targets were set unless the Administrator provides otherwise at the time of establishing the targets.


 






    	  





    	 



    

 


 


5.3       Award
Agreements.  Each Award shall be evidenced by a written or electronic Award agreement in the form approved by
the Administrator and, if required by the Administrator, executed by the recipient of the Award and returned to the Administrator.
In the event an Award recipient fails to execute and return an Award agreement when required by the Administrator, such Award shall
be null and void. The Administrator may authorize any officer of the Corporation (other than the particular Award recipient) to
execute any or all Award agreements on behalf of the Corporation (electronically or otherwise). The Award agreement shall set forth
the material terms and conditions of the Award as established by the Administrator consistent with the express limitations of this
Plan.


 


5.4       Deferrals
and Settlements.  Payment of Awards may be in the form of cash, Common Stock, other Awards or combinations thereof
as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit
Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under such rules and
procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment
or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the
deferred amounts are denominated in shares.  All mandatory or elective deferrals of the issuance of shares of Common
Stock or the settlement of cash Awards shall be structured in a manner that is intended to comply with the requirements of Section
409A of the Code.


 


5.5       Consideration
for Common Stock or Awards.  The purchase price for any Award granted under this Plan or the Common Stock to
be delivered pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator
and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:


 


(a)                
services rendered by the recipient of such Award;


 


(b)                
cash, check payable to the order of the Corporation, or electronic funds transfer;


 


(c)                
notice and third-party payment in such manner as may be authorized by the Administrator;


 


(d)                
the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;


 


(e)                
by a reduction in the number of shares otherwise deliverable pursuant to the Award; or


 


(f)                 
subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”
with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of Awards.


 


In
the event that the Administrator allows a Participant to exercise an Award by delivering shares of Common Stock previously owned
by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired
by the Participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Participant
at least six (6) months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid
adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their
Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives
full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any
other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise
expressly provided in the applicable Award agreement, the Administrator may at any time eliminate or limit a Participant's ability
to pay the purchase or exercise price of any Award by any method other than cash payment to the Corporation.


 






    	  





    	 



    

 


 


5.6       Definition
of Fair Market Value.  For purposes of this Plan “Fair Market Value” shall mean, unless otherwise
determined or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading
day immediately before the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the Common
Stock is then listed for the date in question, or if the Common Stock is no longer listed on a principal stock exchange, then by
the Over-the-Counter Bulletin Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed
on a principal stock exchange or is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable
date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of
the Award in the circumstances.


 


5.7       Transfer
Restrictions.


 


5.7.1       Limitations
on Exercise and Transfer.  Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by
applicable law and by the Award agreement, as the same may be amended, (a) all Awards are non-transferable and shall not be
subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards shall
be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any Award shall be delivered
only to (or for the account of) the Participant.


 


5.7.2       Exceptions.  The
Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws
governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws. In no
event will any Award granted under this Plan be transferred for value or consideration.


 


5.7.3   Further
Exceptions to Limits on Transfer.  The exercise and transfer restrictions in Section 5.7.1 shall not apply
to:


 


(a)                
transfers to the Corporation;


 


(b)                
the designation of a beneficiary to receive benefits in the event of the Participant's death
or, if the Participant has died, transfers to or exercise by the Participant's beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent and distribution;


 


(c)                
subject to any applicable limitations on ISOs, transfers to a family member (or former family
member) pursuant to a domestic relations order if approved or ratified by the Administrator;


 


(d)                
subject to any applicable limitations on ISOs, if the Participant has suffered a disability,
permitted transfers or exercises on behalf of the Participant by his or her legal representative; or


 


(e)                
the authorization by the Administrator of “cashless exercise” procedures with
third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable
laws and the express authorization of the Administrator.


 


5.8       International
Awards.  Notwithstanding any provision of the Plan to the contrary, to comply with the laws in other countries
in which the Corporation or any subsidiaries operate or have employees or directors, the Administrator, in its sole discretion,
shall have the power and authority to:


 






    	  





    	 



    

 


 


(a)                
determine which subsidiaries shall be covered by the Plan;


 


(b)                
determine which employees or directors who reside outside the United States are eligible to
participate in the Plan;


 


(d)                
modify the terms and conditions of any Award granted to employees or directors who reside
outside the United States to comply with applicable foreign laws;


 


(e)                
establish sub-plans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under
this Section 5.8 by the Administrator shall be attached to the Plan document as appendices; and


 


(f)                 
take any action, before or after an Award is made, that it deems advisable to obtain approval
or comply with any necessary local government regulatory exemptions or approvals.


 


Notwithstanding
the above, the Administrator may not take any actions under this Section 5.8 that would violate applicable law.


 


5.9   Vesting.  Subject
to Section 5.1.2 hereof, Awards shall vest at such time or times and subject to such terms and conditions as shall be determined
by the Administrator at the time of grant.


 


		6.	EFFECT OF TERMINATION OF SERVICE ON AWARDS



 


6.1       Termination
of Employment.


 


6.1.1   The
Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each Award
under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award.
If the Participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation
or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the Award
agreement otherwise provides) of whether the Participant continues to render services to the Corporation or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated.


 


6.1.2   For
Awards of stock options or SARs, unless the Award agreement provides otherwise, the exercise period of such options or SARs (to
the extent the Participant was entitled to exercise such options or SARs as of the date of termination) shall expire: (i) three
(3) months after the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary
(provided; however, that in the event of the Participant's death during this period, those persons entitled to exercise the option
or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise
such option or SAR); (ii) in the case of a Participant whose termination of employment is due to death or disability (as defined
in the applicable Award agreement), twelve (12) months after the last day that the Participant is employed by or provides
services to the Corporation or a Subsidiary; and (iii) immediately upon a Participant's termination for “cause”.
The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination
of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of
employment and whether a Participant's termination is for “Cause.”


 


If
not defined in the applicable Award agreement, “Cause” shall mean:


 


(i)     conviction
of a felony or a crime involving fraud or moral turpitude; or


 


(ii)    theft,
material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal
act which impairs Participant's ability to perform appropriate employment duties for the Corporation; or






    	  





    	 



    

 


 


(iii)   intentional
or reckless conduct or gross negligence materially harmful to the Corporation or the successor to the Corporation after a Change
in Control, including violation of a non-competition or confidentiality agreement; or


 


(iv)   willful
failure to follow lawful instructions of the person or body to which Participant reports; or


 


(v)   
gross negligence or willful misconduct in the performance of Participant's assigned duties.  Cause shall not include
mere unsatisfactory performance in the achievement of Participant's job objectives.


 


6.1.3    For
Awards of restricted shares, unless the Award agreement provides otherwise, restricted shares that are subject to forfeiture at
the time that a Participant’s employment or service is terminated shall be forfeited and reacquired by the Corporation; provided
that, the Administrator may provide, by rule or regulation or in any Award agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event
of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture
of restricted shares.  Similar rules shall apply in respect of RSUs.


 


6.2       Events
Not Deemed Terminations of Service.  Unless the express policy of the Corporation or one of its Subsidiaries,
or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick
leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries,
or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such
leave is for a period of not more than three (3) months. In the case of any employee of the Corporation or one of its Subsidiaries
on an approved leave of absence, continued vesting of the Award while on leave from the employ of the Corporation or one of its
Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable
law otherwise requires. In no event shall an Award be exercised after the expiration of the term set forth in the Award agreement.


 


6.3       Effect
of Change of Subsidiary Status.  For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary
of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person
in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that
continues as such after giving effect to the transaction or other event giving rise to the change in status.


 


7.       ADJUSTMENTS;
ACCELERATION


 


7.1       Adjustments.  


 


(a)                
In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes
the per share value of shares of Common Stock to change, such as a stock dividend, stock split, reverse stock split, split up,
spin-off, rights offering or recapitalization through an extraordinary dividend, the Administrator, in order to prevent dilution
or enlargement of Participants’ rights under the Plan, shall substitute or adjust, as applicable, (i) the number and kind
of shares of Common Stock or other securities that may be issued under the Plan or under particular forms of Award agreements,
(ii) the number and kind of shares of Common Stock or other securities subject to outstanding Awards, (iii) the exercise price
or Base Price applicable to outstanding Awards, and (iv) other value determinations applicable to outstanding Awards. In the event
of any other change in corporate capitalization (including, but not limited to, a merger, consolidation, any reorganization (whether
or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation
of the Company to the extent such events do not constitute equity restructurings or business combinations within the meaning of
FASB ASC Topic 718, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate
and equitable by the Administrator to prevent dilution or enlargement of rights. Unless otherwise determined by the Administrator,
the number of shares of Common Stock subject to an Award shall always be a whole number.


 


(b)                
In addition to the adjustments permitted under paragraph (a) above, the Administrator, in
its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect
any of the events described in Section 7.1(a), including, but not limited to, (i) modifications of performance goals and changes
in the length of performance periods, or (ii) the substitution of other property of equivalent value (including, without limitation,
cash, other securities and securities of entities other than the Corporation that agree to such substitution) for the shares of
Common Stock available under the Plan or the shares of Common Stock covered by outstanding Awards, including arranging for the
assumption, or replacement with new awards, of Awards held by Participants and (iii) in connection with any sale of a Subsidiary,
arranging for the assumption, or replacement with new awards, of Awards held by Participants employed by the affected Subsidiary
by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.


 






    	  





    	 



    




 


(c)                
In addition to the adjustments permitted under paragraphs (a) and (b) above, the Administrator
may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations,
or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution
or enlargement of Participants’ rights under the Plan. 


 


(d)                
The determination of the Administrator as to the foregoing adjustments set forth in this Section
7.1, if any, shall be made in accordance with Code Sections 409A or 424, to the extent applicable, and shall be conclusive and
binding on Participants under the Plan.


 


7.2       Change
in Control.  For purposes of this Plan, “Change in Control” shall be deemed to have occurred
if:


 


(a)                
An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); excluding,
however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise
of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation, (2) any acquisition
by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation
or any entity controlled by the Corporation, or (4) any acquisition pursuant to a transaction which complies with clauses (1),
(2) and (3) of subsection (c) of this Section 7.2; or


 


(b)                
A change in the composition of the Board such that the individuals who, as of the Effective
Date, constitute the Board (such Board being hereinafter referred to as the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 7.2.(b), that any individual
who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this provision) shall be considered as though such individual
were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board shall not be so considered as a member of the Incumbent Board; or


 


(c)                
Consummation of a reorganization, merger or consolidation of the Corporation, or sale or other
disposition of all or substantially all of the assets of the Corporation (“Corporate Transaction”); excluding,
however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of Outstanding Corporation Voting Securities, (2) no Person (other
than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation (described in clause
(1) of this Section 7.2(c)) resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 40% or more
of the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election
of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were
members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or


 






    	  





    	 



    

 


 


(d)                
A complete liquidation or dissolution of the Company.


 


Notwithstanding
any of the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of an Award
would result in the imposition of an additional tax under Code Section 409A if the foregoing definition of “Change in Control”
were to apply, but would not result in the imposition of any additional tax if the term “Change in Control” were defined
herein to mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then “Change
in Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5),
but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Code Section 409A.


 


7.3       Effect
of Change in Control.  Subject to Section 7.1, upon a Change in Control, all then-outstanding Awards shall immediately
vest and be settled in accordance with paragraphs (a) and (b) below, except as may otherwise be provided in a then-effective written
agreement (including an Award agreement) between a Participant and the Corporation. The immediately preceding sentence shall not
apply to the extent that another Award meeting the requirements of Section 7.4 (“Replacement Award”) is provided
to the Participant pursuant to Section 7.1(b) to replace an Award (“Replaced Award”)).


 


(a)                
Outstanding Awards Subject Solely to a Service Condition.


 


		(i)	Upon a Change in Control, a Participant’s then-outstanding
Awards, other than options and SARs, that are not vested and as to which vesting depends solely on the satisfaction of a service
obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and shall be settled in cash, shares
of Common Stock or a combination thereof, as determined by the Administrator, within thirty (30) days following such Change
in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule to comply with Code
Section 409A). 



 


		(ii)	Upon a Change in Control, a Participant’s then-outstanding
options and SARs that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the
Participant to the Corporation or any Subsidiary shall become fully vested and exercisable over the exercise period set forth in
the applicable Award Agreement. Notwithstanding the immediately preceding the sentence, the Administrator may elect to cancel such
outstanding options or SARs and pay the Participant, within thirty (30) days of the date of the Change in Control, an amount of
cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Administrator, of the consideration
(including cash) received by the holder of a share of Common Stock as a result of the Change in Control (or if the Corporation
stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Common
Stock on the day immediately prior to the Change in Control) over (ii) the exercise price of such options or the Base Price
of such SARs, multiplied by the number of shares of Common Stock subject to each such Award in accordance with Code Section 409A
to the extent applicable. No payment shall be made to a Participant for any option or SAR if the exercise price or Base Price for
such option or SAR, respectively, exceeds the value, as determined by the Administrator, of the consideration (including cash)
received by the holder of a share of Common Stock as a result of the Change in Control. 



 






    	  





    	 



    

 


 


		(b)	Outstanding Awards Subject to a Performance Condition.



 


		(i)	Upon a Change in Control, a Participant’s then-outstanding
Awards, other than options and SARs, that are not vested and as to which vesting depends upon the satisfaction of one or more performance
conditions shall immediately vest and all performance conditions shall be deemed satisfied based on the greater of (1) target performance
and (2) actual performance through the date of the Change in Control (with the Administrator adjusting performance goals to the
extent necessary to reflect any truncated performance period), as certified by the Administrator, composed of such members serving
as of a date immediately prior to the Change in Control, and shall be settled in cash, shares of Common Stock or a combination
thereof, as determined by the Administrator, within thirty (30) days following such Change in Control (except to the extent
that settlement of the Award must be made pursuant to its original schedule to comply with Code Section 409A).



 


		(ii)	Upon a Change in Control, a Participant’s then-outstanding
options and SARs that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions
shall immediately vest and all performance conditions shall be deemed satisfied based on the greater of (1) target performance
and (2) actual performance through the date of the Change in Control (with the Administrator adjusting performance goals to the
extent necessary to reflect any truncated performance period), as certified by the Administrator, composed of such members serving
as of a date immediately prior to the Change in Control and shall be exercisable over the exercise period set forth in the applicable
Award Agreement. Notwithstanding the immediately preceding sentence, the Administrator may elect to cancel such outstanding options
or SARs and pay the Participant, within thirty (30) days of the date of the Change in Control, an amount of cash (less normal withholding
taxes) equal to the excess of (i) the value, as determined by the Administrator, of the consideration (including cash) received
by the holder of a share of Common Stock as a result of the Change in Control (or if the Corporation stockholders do not receive
any consideration as a result of the Change in Control, the Fair Market Value of a share of Common Stock on the day immediately
prior to the Change in Control) over (ii) the exercise price of such options or the Base Price of such SARs (to the extent
vested pursuant to the immediately preceding sentence), multiplied by the number of shares of Common Stock subject to each such
Award in accordance with Code Section 409A to the extent applicable. No payment shall be made to a Participant for any option
or SAR if the exercise price or Base Price for such option or SAR, respectively, exceeds the value, as determined by the Administrator,
of the consideration (including cash) received by the holder of a share of Common Stock as a result of the Change in Control. 



 


The
Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable and, in the case of options,
SARs or similar rights, and without limiting other methodologies, may determine the value of such Awards on date of settlement/exercise
based solely upon (i) the excess, if any, of the Fair Market Value of a share of Common Stock on the date of settlement/exercise
over the exercise price or Base Price of the Award, as applicable, multiplied by (ii) the number of shares of Common Stock subject
to such exercise or settlement.


 


7.4       Definition
of Replacement Award.  


 


(a)                
An Award shall meet the conditions of this Section 7.4(a) (and hence qualify as a Replacement
Award) if: (i) it is of the same type as the Replaced Award (or, if it is of a different type as the Replaced Award (such as a
deferred cash equivalent award), the Administrator, as constituted immediately prior to the Change in Control, finds such type
acceptable); (ii) it has a value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity
securities listed on a U.S. national securities exchange, except in the case of a Replacement Award granted in the form of a deferred
cash equivalent award; (iv) its terms and conditions comply with Section 7.4(b); and (v) its other terms and conditions are not
less favorable to the holder of the Replacement Award than the terms and conditions of the holder’s Replaced Award (including
the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing,
the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are
satisfied. The determination of whether the conditions of this Section 7.4(a) are satisfied shall be made by the Administrator,
as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing,
the Administrator may determine the value of Awards and Replacement Awards that are options or SARs by using any reasonable methodology,
including but not limited to determining value by reference to intrinsic value or fair value under applicable accounting standards.


 






    	  





    	 



    

 


 


(b)                
Upon an involuntary termination of employment or service of a Participant occurring at any
time following the Change in Control, other than for Cause, (i) a Participant’s then-outstanding Replacement Awards (other
than Replacement Awards in the form of an option or SAR) that are not vested and as to which vesting depends solely on the satisfaction
of a service obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and shall be settled
in cash, shares of Common Stock or a combination thereof, in accordance with the applicable Award agreement, within thirty (30) days
following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule
to comply with Code Section 409A), (ii) a Participant’s then-outstanding Replacement Awards in the form of an option
or SAR that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Participant
to the Corporation or any Subsidiary shall become fully vested and shall be exercisable over the exercise period set forth in the
applicable Award agreement, (iii) a Participant’s then outstanding Replacement Awards (other than those in the form of an
option or SAR) that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions
shall immediately vest and performance conditions shall be deemed satisfied based on target performance and shall be settled in
cash, shares of Common Stock or a combination thereof, as determined by the then Administrator or its equivalent, within thirty
(30) days following such termination of employment or service (except to the extent that settlement of the Award must be made
pursuant to its original schedule to comply with Code Section 409A) and (iv) a Participant’s then-outstanding Replacement
Awards in the form of options and SARs that are not vested and as to which vesting depends upon the satisfaction of one or more
performance conditions shall immediately vest and all performance conditions shall be deemed satisfied based on target performance
and shall be exercisable over the exercise period set forth in the applicable Award agreement.


 


7.5       Other
Acceleration Rules.  Any acceleration of Awards pursuant to this Section 7 shall comply with applicable
legal and stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances
require, may be deemed by the Administrator to occur a limited period of time not greater than thirty (30) days before the event.
Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the
applicable event and/or reinstate the original terms of an Award if an event giving rise to the acceleration does not occur. The
portion of any ISO accelerated pursuant to Section 7.3 or any other action permitted hereunder shall remain exercisable as
an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion
of the option shall be exercisable as a nonqualified stock option under the Code.


 


7.6       Possible
Rescission of Acceleration.  If the vesting of an Award has been accelerated expressly in anticipation of an
event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration
as to any then outstanding and unexercised or otherwise unvested Awards; provided that, in the case of any compensation
that has been deferred for purposes of Section 409A of the Code,  the Administrator determines that such rescission will
not likely result in the imposition of additional tax or interest under Code Section 409A.


 


		8.	OTHER PROVISIONS



 


8.1       Compliance
with Laws.  This Plan, the granting and vesting of Awards under this Plan, the offer, issuance and delivery of
shares of Common Stock, or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements)
and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion of
counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this
Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation
or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal
and accounting requirements.


 






    	  





    	 



    

 


 


8.2       Future
Awards/Other Rights.  No person shall have any claim or rights to be granted an Award (or additional Awards,
as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to
the contrary.


 


8.3       No
Employment/Service Contract.  Nothing contained in this Plan (or in any other documents under this Plan or in
any Award) shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the
Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee's
status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change
a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause.  Nothing
in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate
employment or service contract other than an Award agreement.


 


8.4       Plan
Not Funded.  Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation,
and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, beneficiary
or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock,
except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any Award hereunder. Neither
the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between
the Corporation or one of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant,
beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Corporation.


 


8.5       Tax
Withholding.  Upon any exercise, vesting, or payment of any Award, the Corporation or one of its Subsidiaries
shall have the right at its option to:


 


(a)                
require the Participant (or the Participant's personal representative or beneficiary, as the
case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries
may be required to withhold with respect to such Award event or payment; or


 


(b)                
deduct from any amount otherwise payable in cash to the Participant (or the Participant's
personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its
Subsidiaries may be required to withhold with respect to such cash payment.


 


In
any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the
Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the Award or thereafter) to
the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to
have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares,
valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless
exercises, necessary to satisfy the minimum (or, to the extent permitted by the Administrator, in its sole discretion, the maximum)
applicable withholding obligation on exercise, vesting or payment.


 


8.6       Effective
Date, Termination and Suspension, Amendments.


 


8.6.1 
Effective Date and Termination.  This Plan was approved by the Board on July 23, 2019 and shall become
effective upon stockholder approval (the “Effective Date”) and shall remain in effect as provided in this Section 8.6.1.
The Plan and each Award granted hereunder are conditioned on and shall be of no force or effect until the Plan is approved by the
stockholders of the Corporation.  Unless earlier terminated by the Board, this Plan shall terminate at the close of business
on October 23, 2029. After the termination of this Plan either upon such stated expiration date or its earlier termination by the
Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator
with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.


 


8.6.2   Board
Authorization.  The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan,
in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.


 






    	  





    	 



    

 


 


8.6.3   Stockholder
Approval.  To the extent then required by applicable law or any applicable stock exchange or required under Sections
422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this
Plan and any amendment to this Plan shall be subject to stockholder approval.


 


8.6.4   Amendments
to Awards.  Without limiting any other express authority of the Administrator under (but subject to) the express
limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants
that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject
to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of Awards. Any amendment
or other action that would constitute a repricing of an Award is subject to the limitations set forth in Section 8.14.


 


8.6.5   Limitations
on Amendments to Plan and Awards.  No amendment, suspension or termination of this Plan or change of or affecting
any outstanding Award shall, without the written consent of the Participant, affect in any manner materially adverse to the Participant
any rights or benefits of the Participant or obligations of the Corporation under any Award granted under this Plan prior to the
effective date of such change, except that the Administrator shall retain the discretion to decrease the amount payable pursuant
to a cash award granted pursuant to Section 5.1.6 hereof below the amount that would otherwise be payable upon attainment of the
applicable performance goal(s) over a performance period that does not exceed a term of one (1) year, either on a formula or discretionary
basis or any combination, as the Administrator determines is appropriate. Changes, settlements and other actions contemplated by
Section 7 and Section 8.15 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.5.


 


8.7       Privileges
of Stock Ownership.  Except as otherwise expressly authorized by the Administrator or this Plan, a Participant
shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of
record by the Participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is
prior to such date of delivery.


 


8.8       Governing
Law; Construction; Severability.


 


8.8.1   Choice
of Law.  This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed
by and construed in accordance with the laws of the State of Nevada.


 


8.8.2   Severability.  If
a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue
in effect.


 


8.8.3   Plan
Construction.


 


(a)                
Rule 16b-3.  It is the intent of the Corporation that the Awards and
transactions permitted by Awards be interpreted in a manner that, in the case of Participants who are or may be subject to Section 16
of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the Award, for exemption from matching
liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no
liability to any Participant for Section 16 consequences of Awards or events under Awards if an Award or event does not so
qualify.


 






    	  





    	 



    

 


 


(b)                
Code Section 409A Compliance.  The Board intends that, except as may
be otherwise determined by the Administrator, any Awards under the Plan are either exempt from or satisfy the requirements of Section 409A
of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition
of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award agreement,
acceleration, adjustment to the terms of an Award, payment, distribution, deferral election, transaction or any other action or
arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant's Award to become subject to the
imposition of any taxes, including additional income or penalty taxes, under Section 409A, unless the Administrator expressly
determines otherwise, such Award, Award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction
or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or Award agreement will be deemed
modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by
the Administrator without the consent of or notice to the Participant. Notwithstanding the foregoing, neither the Corporation nor
the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant
under Section 409A and neither the Corporation nor the Administrator will have any liability to any Participant for such tax or
penalty.


 


(c)                
No Guarantee of Favorable Tax Treatment.  Although the Corporation intends
that Awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Corporation
does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or
any other provision of federal, state, local or foreign law. The Corporation shall not be liable to any Participant for any tax,
interest or penalties the Participant might owe as a result of the grant, holding, vesting, exercise or payment of any Award under
the Plan


 


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


 


8.10       Stock-Based
Awards in Substitution for Stock Options or Awards Granted by Other Corporation.  Awards may be granted to Eligible
Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based
Awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of
its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with
the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly,
of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply with other specific
terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with
the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that
are delivered and any Awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the
Corporation of, or in substitution for, outstanding Awards previously granted by an acquired company (or previously granted by
a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or
one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against
the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided
by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any
applicable stock exchange.


 


8.11       Non-Exclusivity
of Plan.  Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator
to grant Awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.


 


8.12       No
Corporate Action Restriction.  The existence of this Plan, the Award agreements and the Awards granted hereunder
shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the
Corporation or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in
the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference
stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution
or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business
of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No
Participant, beneficiary or any other person shall have any claim under any Award or Award agreement against any member of the
Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a
result of any such action.


 






    	  





    	 



    

 


 


8.13       Other
Corporation Benefit and Compensation Programs.  Payments and other benefits received by a Participant under an
Award made pursuant to this Plan shall not be deemed a part of a Participant's compensation for purposes of the determination of
benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary,
except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth
in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in
addition to, in combination with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements
of the Corporation or its Subsidiaries.


 


8.14       Prohibition
on Repricing.  Without the prior approval of the Corporation’s shareholders and except as provided for
in Section 4, the Administrator may not (i) amend an option to reduce its exercise price or a SAR to reduce its Base Price; (ii)
cancel an option or SAR in exchange for the grant of any new option or SAR with a lower exercise price or Base Price, as applicable;
(iii) cancel an option or SAR in exchange for cash, other property or the grant of any new Award at a time when the exercise price
of the option or the Base Price of the SAR is greater than the current Fair Market Value of a share of Common Stock or (iv) take
any other action with respect to an option or SAR that is treated as a repricing under generally accepted accounting principles.


 


8.15       Forfeiture
and Recoupment Events.  


 


(a)                
In addition to the forfeiture events otherwise specified in the Plan, the Administrator may
specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject
to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable treatment of an Award.


 


(b)                
Awards and any compensation directly attributable to Awards may be made subject to forfeiture,
recovery by the Corporation or other action pursuant to any compensation recovery policy adopted by the Board or the Administrator
at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations
thereunder, or as otherwise required by law and any Award Agreement may be unilaterally amended by the Administrator to comply
with any such compensation recovery policy.


 


As adopted by the Board
of Directors of Riot Blockchain, Inc. on July 23, 2019.


 


As approved by the
Stockholders of Riot Blockchain, Inc. on October 23, 2019.