Exhibit 4.1


 





 


APPTIGO INTERNATIONAL, INC. 


2016 EQUITY INCENTIVE PLAN


 


	1.	PURPOSE OF PLAN


 


1.1 The purpose
of this 2016 Equity Incentive Plan (this “Plan”) of Apptigo International, 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.


 


	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)
a 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; and “Board” means
the Board of Directors of 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 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 the Nevada Revised Statutes
and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate 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.


 


With respect to awards
intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside
directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy
such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter.
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;


 


 




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(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 of a personal nature) subject to
any required consent under Section 8.6.5;


 


(g) adjust the number of
shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with
applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury
regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-based compensation
under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that
may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange
or other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted
under this Plan, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made
in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes
or interest under Section 409A of the Code;


 


(h) 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);


 


(i) 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;


 


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


 


(k) 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.


 


 




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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 250,000,000 shares of Common Stock (the “Share Limit”).


 


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. Shares shall be counted against those reserved to the extent such shares have been delivered and are no
longer subject to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the Plan, in whole or in
part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying
the award, or otherwise terminated without delivery of shares to the participant, the shares retained by or returned to the Corporation
will not be deemed to have been delivered under the Plan and will be deemed to remain or to become available under this Plan; and
(ii) shares that are withheld from such an award or separately surrendered by the participant in payment of the exercise price
or taxes relating to such an award shall be deemed to constitute shares not delivered and will be deemed to remain or to become
available under the Plan. The foregoing adjustments to the Share Limit of this Plan are subject to any applicable limitations under
Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.


 


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 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 is at least 110%
of the Fair Market Value of the 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.


 


 




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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.


 


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 shareholder, 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 and Splits.
As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit
a participant to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares
of restricted stock or applied to the purchase of additional awards under this Plan. Unless otherwise determined by the Administrator,
stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property
has been distributed.


 


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 Common Share. 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 Shareholder.
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 shareholder 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.


 


 




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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 Section
162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed
in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair
Market Value of a share of Common Stock at the date of grant (“Qualifying Options” and “Qualifying
SARs,” respectively) typically will be, granted as awards intended to satisfy the requirements for “performance-based
compensation” within the meaning of Section 162(m) of the Code (“Performance-Based Awards”). The grant,
vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying
SARs, may also depend) 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. Any Qualifying Option
or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements
for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject
to all of the following provisions of this Section 5.2.


 


5.2.1 Class;
Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and
employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification
required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based
compensation under Section 162(m) of the Code.


 


5.2.2 Performance
Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs)
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: (1) earnings per share, (2) 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), (3) total stockholder return, (4) price per share of Common Stock, (5) gross revenue, (6) revenue growth,
(7) operating income (before or after taxes), (8) net earnings (before or after interest, taxes, depreciation and/or amortization),
(9) return on equity, (10) capital employed, or on assets or on net investment, (11) cost containment or reduction, (12) cash cost
per ounce of production, (13) operating margin, (14) debt reduction, (15) resource amounts, (16) production or production growth,
(17) resource replacement or resource growth, (18) successful completion of financings, or (19) any combination of the foregoing.
To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria, as the case
may be) and specific performance goal or goals (“targets”) must be established and approved by the Administrator during
the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25%
or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain
within the meaning of Section 162(m) of the Code. Performance targets shall 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; provided that the Administrator may
not make any adjustment to the extent it would adversely affect the qualification of any compensation payable under such performance
targets as “performance-based compensation” under Section 162(m) of Code. The applicable performance measurement period
may not be less than 3 months nor more than 10 years.


 


5.2.3 Form
of Payment. Grants or awards intended to qualify under this Section 5.2 may be paid in cash or shares of Common Stock or
any combination thereof.


 


 




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5.2.4 Certification
of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs)
is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m)
of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based
Award were in fact timely satisfied.


 


5.2.5 Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of
the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no
awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in
its authorizing resolutions or otherwise.


 


5.2.6 Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder,
the Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting
of the Corporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders
first approve this Plan (the “162(m) Term”).


 


5.2.7 Compensation
Limitations. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the
term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed 3,500,000 shares of Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted
during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may
not exceed 2,625,000 shares of Common Stock. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based
Awards granted pursuant to Sections 5.1.6 (cash awards) during the 162(m) Term may not exceed $1,000,000.


 


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. 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:


 


	 	●	services rendered by the recipient of such award;


 


	 	●	cash, check payable to the order of the Corporation, or electronic funds transfer;


 


	 	●	notice and third party payment in such manner as may be authorized by the Administrator;


 


	 	●	the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;
	 	●	by a reduction in the number of shares otherwise deliverable pursuant to the award; or


 


	 	●	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.


 


 




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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 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.


 


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. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries
outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be
granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.


 


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; provided, however, that in the absence of any award vesting periods designated
by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to one-third of the total number
of shares subject to the award on each of the first, second and third anniversaries of the date of grant.


 


 




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	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 shall expire:
(1) three 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); (2) in the case of a participant whose termination of employment is due to death or disability (as
defined in the applicable award agreement), 12 months after the last day that the participant is employed by or provides services
to the Corporation or a Subsidiary; and (3) 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 Company 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 Company 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 restrictions at the
time that a participant whose 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 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 another entity within 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.


 


 




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	7.	ADJUSTMENTS; ACCELERATION



 


7.1 Adjustments.
Upon or in contemplation of any of the following events described in this Section 7.1,: any reclassification, recapitalization,
stock split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”);
any merger, arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary
dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock
or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common
Stock; then the Administrator shall in such manner, to such extent and at such time as it deems appropriate and equitable in the
circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all
of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including
the number of shares provided for in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities
or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base
price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon
exercise or payment of any outstanding awards, and (5) the 162(m) compensation limitations set forth in Section 5.2.7 and (subject
to Section 8.8.3(a)) the performance standards applicable to any outstanding awards (provided that no adjustment shall be allowed
to the extent inconsistent with the requirements of Code section 162(m)). Any adjustment made pursuant to this Section 7.1 shall
be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional
taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administrator may make such an adjustment
that causes the option to cease to qualify as an ISO without the consent of the affected participant.


 


7.2 Change
in Control. Upon a Change in Control, each then-outstanding option and SAR shall automatically become fully vested, all
restricted shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this
Plan that is then outstanding shall automatically become vested and payable to the holder of such award unless the
Administrator has made appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant
to the Change in Control. Notwithstanding the foregoing, the Administrator, in its sole and absolute discretion, may choose (in
an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a Change In Control (or upon
any other event or other circumstance related to the Change in Control, such as an involuntary termination of employment occurring
after such Change in Control, as the Administrator may determine), irrespective of whether such any such award has been substituted,
assumed, exchanged or otherwise continued pursuant to the Change in Control.


 


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


 


(i) a tender offer (or series of related offers)
shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Corporation, unless
as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall
be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the commencement of such
offer), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;


 


(ii) the Corporation shall be merged or consolidated
with another entity, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the
surviving or resulting entity shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately
prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;


 


(iii) the Corporation shall sell substantially
all of its assets to another entity that is not wholly owned by the Corporation, unless as a result of such sale more than 50%
of such assets shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such
transaction), any employee benefit plan of the Corporation or its Subsidiaries and their affiliates; or


 


(iv) a Person (as defined below) shall acquire
50% or more of the outstanding voting securities of the Corporation (whether directly, indirectly, beneficially or of record),
unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation
shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the first acquisition
of such securities by such Person), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates.


 


For purposes of this Section
5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions
of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “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;
provided, however, that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily
holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportion as their ownership of stock of the Company.


 


 




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Notwithstanding the foregoing,
(1) the Administrator may waive the requirement described in paragraph (iv) above that a Person must acquire more than 50% of the
outstanding voting securities of the Corporation for a Change in Control to have occurred if the Administrator determines that
the percentage acquired by a person is significant (as determined by the Administrator in its discretion) and that waiving such
condition is appropriate in light of all facts and circumstances, and (2) no compensation that has been deferred for purposes of
Section 409A of the Code shall be payable as a result of a Change in Control unless the Change in Control qualifies as a change
in ownership or effective control of the Corporation within the meaning of Section 409A of the Code.


 


7.3 Early
Termination of Awards. Any award that has been accelerated as required or permitted by Section 7.2 upon a Change in Control
(or would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provision that has
been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption,
exchange or other continuation of such award and provided that, in the case of options and SARs that will not survive, be substituted
for, assumed, exchanged, or otherwise continued in the transaction, the holder of such award shall be given reasonable advance
notice of the impending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance
with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of accelerated
vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the
event).


 


The Administrator may make
provision for payment in cash or property (or both) in respect of awards terminated pursuant to this section as a result of the
Change in Control and 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 base such settlement solely upon the excess if any
of the per share amount payable upon or in respect of such event over the exercise or base price of the award.


 


7.4 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 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. Notwithstanding any other provision
of the Plan to the contrary, the Administrator may override the provisions of Section 7.2, 7.3, and/or 7.5 by express provision
in the award agreement or otherwise. The portion of any ISO accelerated pursuant to Section 7.2 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.


 


7.5 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, the acceptance of promissory notes and/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.


 


 




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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 applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed
the minimum whole number of shares required for tax withholding under applicable law. 


 


8.6 Effective
Date, Termination and Suspension, Amendments.


 


8.6.1 Effective
Date and Termination. This Plan was approved by the Board and became effective on January 15, 2016. Unless earlier terminated
by the Board, this Plan shall terminate at the close of business on January 15, 2024. 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 162,
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 3.2(g).


 


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 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. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes
or amendments for purposes of this Section 8.6.


 


 




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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) Section 162(m).
Awards under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or become vested, exercisable
or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options
and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more
outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based
compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of
the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards
under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and
any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify
as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).


 


(c) 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 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 content
or notice to the participant. Notwithstanding the foregoing, neither the Company 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
Company nor the Administrator will have any liability to any participant for such tax or penalty.


 


(d) No Guarantee of
Favorable Tax Treatment. Although the Company intends that awards under the Plan will be exempt from, or will comply with,
the requirements of Section 409A of the Code, the Company 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 Company 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.


 


 




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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. Subject to Section 4, the Administrator shall not, without the approval of the stockholders of the
Corporation (i) reduce the exercise price, or cancel and reissue options so as to in effect reduce the exercise price or (ii) change
the manner of determining the exercise price so that the exercise price is less than the fair market value per share of Common
Stock.


 


As adopted by the Board
of Directors of Apptigo International, Inc. on May 24, 2016.


 


 






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