INTIVA
BIOPHARMA INC.


 


2018
EQUITY INCENTIVE PLAN


 




    	 



     


    

 


Table
of Contents


 


	1.	PURPOSE	1
	2.	SHARES
    SUBJECT TO THE PLAN	1
	2.1.	Number
    of Shares Available	1
	2.2.	Lapsed,
    Returned Awards	1
	2.3.	Minimum
    Share Reserve	1
	2.4.	Automatic
    Share Reserve Increase	1
	2.5.	Limitations	2
	2.6.	Adjustment
    of Shares	2
	3.	ELIGIBILITY	2
	4.	ADMINISTRATION	2
	4.1.	Committee
    Composition; Authority	2
	4.2.	Committee
    Interpretation and Discretion	4
	4.3.	Section
    162(m) of the Code and Section 16 of the Exchange Act	4
	4.4.	Documentation	5
	4.5.	Foreign
    Award Recipients	5
	5.	OPTIONS	5
	5.1.	Option
    Grant	5
	5.2.	Date
    of Grant	5
	5.3.	Exercise
    Period	6
	5.4.	Exercise
    Price	6
	5.5.	Method
    of Exercise	6
	5.6.	Termination
    of Service	6
	5.7.	Limitations
    on Exercise	7
	5.8.	Limitations
    on ISOs	7
	5.9.	Modification,
    Extension or Renewal	8
	5.10.	No
    Disqualification	8
	6.	RESTRICTED
    STOCK AWARDS	8
	6.1.	Restricted
    Stock Purchase Agreement	8
	6.2.	Purchase
    Price	8
	6.3.	Terms
    of Restricted Stock Awards	8
	6.4.	Termination
    of Service	9
	7.	STOCK
    BONUS AWARDS	9
	7.1.	Terms
    of Stock Bonus Awards	9



 



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	7.2.	Form
    of Payment to Participant	9
	7.3.	Termination
    of Service	9
	8.	STOCK
    APPRECIATION RIGHTS	9
	8.1.	Terms
    of SARs	9
	8.2.	Exercise
    Period and Expiration Date	10
	8.3.	Form
    of Settlement	10
	8.4.	Termination
    of Service	10
	9.	PAYMENT
    FOR SHARE PURCHASES	10
	10.	GRANTS
    TO NON-EMPLOYEE DIRECTORS	11
	11.	WITHHOLDING
    TAXES	11
	11.1.	Withholding
    Generally	11
	11.2.	Stock
    Withholding	11
	12.	TRANSFERABILITY	11
	12.1.	Transfer
    Generally	11
	12.2.	Award
    Transfer Program	12
	13.	PRIVILEGES
    OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES	12
	13.1.	Voting
    and Dividends	12
	13.2.	Restrictions
    on Shares	13
	14.	CERTIFICATES	13
	15.	ESCROW;
    PLEDGE OF SHARES	13
	16.	REPRICING;
    EXCHANGE AND BUYOUT OF AWARDS	13
	17.	SECURITIES
    LAW AND OTHER REGULATORY COMPLIANCE	13
	18.	NO
    OBLIGATION TO EMPLOY	14
	19.	CORPORATE
    TRANSACTIONS	14
	19.1.	Assumption
    or Replacement of Awards by Successor	14
	19.2.	Assumption
    of Awards by Intiva	14
	19.3.	Non-Employee
    Directors’ Awards	15
	20.	ADOPTION
    AND STOCKHOLDER APPROVAL	15
	21.	TERM
    OF PLAN/GOVERNING LAW	15
	22.	AMENDMENT
    OR TERMINATION OF PLAN	15
	23.	NONEXCLUSIVITY
    OF THE PLAN	15
	24.	INSIDER
    TRADING POLICY	15
	25.	ALL
    AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY	16
	26.	DEFINITIONS	16
    


 




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INTIVA
BIOPHARMA INC. 


 


2018
EQUITY INCENTIVE PLAN 


 


1.
PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present
and potential contributions are important to the success of Intiva, and any Parents, Subsidiaries and Affiliates that exist now
or in the future, by offering them an opportunity to participate in Intiva’s future performance through the grant of Awards.
Capitalized terms not defined elsewhere in the text are defined in Section 26.


 


2.
SHARES SUBJECT TO THE PLAN.


 


2.1.
Number of Shares Available. Subject to Sections 2.6 and 19 and any other applicable provisions hereof, the total number
of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board,
is Eight Million (8,000,000) Shares, plus (a) any reserved shares not issued or subject to outstanding grants under Intiva’s
2017 Stock Incentive Plan (the “Prior Plan”) on the Effective Date (as defined below), and (b) shares
that are subject to awards granted under the Prior Plan that cease to be subject to such awards by forfeiture or otherwise after
the Effective Date.


 


2.2.
Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available
for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance
upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other
than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by
Intiva at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares
being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash
rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will
become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for
grant and issuance because of the provisions of this Section 2.2 will not include Shares subject to Awards that initially
became available because of the substitution clause in Section 19.2 hereof.


 


2.3.
Minimum Share Reserve. At all times Intiva will reserve and keep available a sufficient number of Shares as will be required
to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4.
Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on
July 1, of each of the first ten (10) calendar years during the term of the Plan, by the lesser of (a) fifteen percent (15%) of
the number of Shares issued during the most recently completed fiscal year or (b) such number of Shares determined by the Board.


 




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2.5.
Limitations. No more than eighty percent (80%) Shares will be issued pursuant to the exercise of ISOs.


 


2.6.
Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions
(whether in cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split,
subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of Intiva, without
consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section
2.1, including shares reserved under sub-clauses (a) and (b) of Section 2.1, (b) the Exercise Prices of and number
and class of Shares subject to outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards,
(d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5, (e) the maximum number
and class of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section
3 and (f) the number and class of Shares that may be granted as Awards to Non-Employee Directors as set forth in Section
10, will be proportionately adjusted, subject to any required action by the Board or the stockholders of Intiva and in compliance
with applicable securities laws; provided that fractions of a Share will not be issued.


 


If,
by reason of an adjustment pursuant to this Section 2.6, a Participant’s Award Agreement or other agreement related
to any Award or the Shares subject to such Award covers additional or different shares of stock or securities, then such additional
or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms,
conditions and restrictions which were applicable to the Award or the Shares subject to such Award prior to such adjustment.


 


3.
ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and
Non-Employee Directors; provided such Consultants, Directors and Non-Employee Directors render bona fide services not in
connection with the offer and sale of securities in a capital-raising transaction. No Participant will be eligible to receive
an Award or Awards for more than one million (1,000,000) Shares in any calendar year under this Plan except that new Employees
of Intiva or of a Parent or Subsidiary of Intiva are eligible to be granted up to a maximum of an Award or Awards for two million
(2,000,000) Shares in the calendar year in which they commence their employment.


 


4.
ADMINISTRATION.


 


4.1.
Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have
full power to implement and carry out this Plan, except, however, the Board will establish the terms for the grant of an Award
to Non-Employee Directors. The Committee will have the authority to:


 


(a)
construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 




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(b)
prescribe, amend and rescind rules and regulations relating to this Plan or any Award;


 


(c)
select persons to receive Awards;


 


(d)
determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised
(which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method
to satisfy tax withholding obligations or any other tax liability legally due and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;


 


(e)
determine the number of Shares or other consideration subject to Awards;


 


(f)
determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair
Market Value in connection with circumstances that impact the Fair Market Value, if necessary;


 


(g)
determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to,
other Awards under this Plan or any other incentive or compensation plan of Intiva or any Parent, Subsidiary or Affiliate;


 


(h)
grant waivers of Plan or Award conditions;


 


(i)
determine the vesting, exercisability and payment of Awards;


 


(j)
correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(k)
determine whether an Award has been vested and/or earned;


 


(l)
determine the terms and conditions of any, and to institute any Exchange Program;


 


(m)
reduce or waive any criteria with respect to Performance Factors;


 


(n)
adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided
that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons
whose compensation is subject to Section 162(m) of the Code;


 


(o)
adopt rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States;


 




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(p)
make all other determinations necessary or advisable for the administration of this Plan; and


 


(q)
delegate any of the foregoing to one or more executive officers pursuant to a specific delegation as permitted by applicable law,
including Section 157(c) of the Delaware General Corporation Law.


 


4.2.
Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in
its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at
any later time, and such determination will be final and binding on Intiva and all persons having an interest in any Award under
the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or
Intiva to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on Intiva and
the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with
respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on Intiva and the Participant.


 


4.3.
Section 162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code, the Committee administering the Plan in accordance with the requirements
of Rule 16b-3 and Section 162(m) of the Code will consist of at least two individuals, each of whom qualifies as (a) a Non-Employee
Director under Rule 16b-3, and (b) an “outside director” pursuant to Code Section 162(m) and the regulations issued
thereunder. At least two (or a majority if more than two then serve on the Committee) such “outside directors” will
approve the grant of such Award and timely determine (as applicable) the Performance Period and any Performance Factors upon which
vesting or settlement of any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement
of any such Award at least two (or a majority if more than two then serve on the Committee) such “outside directors”
then serving on the Committee will determine and certify in writing the extent to which such Performance Factors have been timely
achieved and the extent to which the Shares subject to such Award have thereby been earned. Awards granted to Participants who
are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined
in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants whose compensation is subject
to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section
162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and accounting and to make such
adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships, including without limitation (a) restructurings, discontinued operations, extraordinary
items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of Intiva or not
within the reasonable control of Intiva’s management, or (c) a change in accounting standards required by generally accepted
accounting principles.


 




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4.4.
Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by,
a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


4.5.
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and
practices in other countries in which Intiva, its Subsidiaries and Affiliates operate or have Employees or other individuals eligible
for Awards, the Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and
Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate
in the Plan, which may include individuals who provide services to Intiva, Subsidiary or Affiliate under an agreement with a foreign
nation or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign
nationals to comply with applicable foreign laws, policies, customs and practices; (d) establish subplans and modify exercise
procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and
such subplans and/or modifications will be attached to this Plan as appendices); provided, however, that no such subplans
and/or modifications will increase the share limitations contained in Section 2.1 hereof; and (e) take any action, before
or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local
governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code,
or any other applicable United States governing statute or law.


 


5.
OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable.
The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will
be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”),
the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and
be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.


 


5.1.
Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need
not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will:
(a) determine the nature, length and starting date of any Performance Period for each Option; and (b) select from among the Performance
Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to Options that are subject to different performance goals and other criteria.


 


5.2.
Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such
Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a
reasonable time after the granting of the Option.


 




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5.3.
Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from
the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted,
directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of Intiva
or of any Parent or Subsidiary (“Ten Percent Stockholder”) will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time
or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 


5.4.
Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided
that: (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the
Shares on the date of grant and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one
hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be
made in accordance with Section 9 and the Award Agreement and in accordance with any procedures established by Intiva.


 


5.5.
Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share. An Option will be deemed exercised when Intiva receives: (a) notice of exercise (in such
form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution
through the authorized third party administrator), and (b) full payment for the Shares with respect to which the Option is exercised
(together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by
the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the
name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of Intiva or of a duly
authorized transfer agent of Intiva), no right to vote or receive dividends or any other rights as a stockholder will exist with
respect to the Shares, notwithstanding the exercise of the Option. Intiva will issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to
the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising an Option in any manner will
decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number
of Shares as to which the Option is exercised.


 


5.6.
Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s
death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would
have been exercisable by the Participant on the date Participant’s Service terminates no later than three (3) months after
the date Participant’s Service terminates (or such shorter time period not less than thirty (30) days or longer time period
as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s Service terminates
deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.


 




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(a)
Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies
within three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s
Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable
by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative,
or authorized assignee, no later than eighteen (18) months after the date Participant’s Service terminates (or such shorter
time period not less than six (6) months or longer time period as may be determined by the Committee), but in any event no later
than the expiration date of the Options.


 


(b)
Disability. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s
Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s
Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee)
no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period not less than
six (6) months or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after
the date Participant’s Service terminates when the termination of Service is for a Disability that is not a “permanent
and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant’s
Service terminates when the termination of Service is for a Disability that is a “permanent and total disability”
as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date
of the Options.


 


(c)
Cause. If the Participant’s Service terminates for Cause, then Participant’s Options will expire on such Participant’s
date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event
no later than the expiration date of the Options. Unless otherwise provided in an employment agreement or Award Agreement, Cause
will have the meaning set forth in the Plan.


 


5.7.
Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares
for which it is then exercisable.


 


5.8.
Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares
with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans
of Intiva and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs.
For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market
Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the
Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair
Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will
apply to any Options granted after the effective date of such amendment.


 




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5.9.
Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant
of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant,
impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 16 of this
Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the
consent of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value
on the date the action is taken to reduce the Exercise Price.


 


5.10.
No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted,
amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under
Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


6.
RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by Intiva to sell to an eligible Employee, Consultant, or Director
Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an
offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares
will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.1.
Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.
Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering
to Intiva an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement
was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such
Restricted Stock Award will terminate, unless the Committee determines otherwise.


 


6.2.
Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair
Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with
Section 9 of the Plan, and the Award Agreement and in accordance with any procedures established by Intiva.


 


6.3.
Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose
or are required by law. These restrictions may be based on completion of a specified number of years of service with Intiva or
upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s
Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting
date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods
may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different
Performance Periods and having different performance goals and other criteria.


 




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6.4.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


7.
STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services
to be rendered or for past Services already rendered to Intiva or any Parent, Subsidiary or Affiliate. All Stock Bonus Awards
will be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a
Stock Bonus Award.


 


7.1.
Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock
Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service
with Intiva or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in
advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a)
determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the
Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the
Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards
that are subject to different Performance Periods and different performance goals and other criteria.


 


7.2.
Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on
the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion
of the Committee.


 


7.3.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


8.
STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee,
Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to
(a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number
of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified
in an Award Agreement). All SARs will be made pursuant to an Award Agreement.


 


8.1.
Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares
subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to
be distributed on settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each SAR. The
Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value
of the Shares on the date of grant. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance
Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction
of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period
for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods
may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors
and other criteria.


 




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8.2.
Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined
by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date;
provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee
may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without
limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number
of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s
Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).
Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.


 


8.3.
Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from Intiva in an amount determined
by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times
(b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from Intiva
for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being
settled may be paid currently or on a deferred basis with such interest or Dividend Equivalent Right, if any, as the Committee
determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


8.4.
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


9.
PAYMENT FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or
by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise
set forth in the applicable Award Agreement):


 


(a)
by cancellation of indebtedness of Intiva to the Participant;


 


(b)
by surrender of shares of Intiva held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Award will be exercised or settled;


 




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(c)
by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to Intiva or a Parent or Subsidiary;


 


(d)
by consideration received by Intiva pursuant to a broker-assisted or other form of cashless exercise program implemented by Intiva
in connection with the Plan;


 


(e)
by any combination of the foregoing; or


 


(f)
by any other method of payment as is permitted by applicable law.


 


10.
GRANTS TO NON-EMPLOYEE DIRECTORS. [RESERVED]


 


11.
WITHHOLDING TAXES.


 


11.1.
Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs,
Intiva may require the Participant to remit to Intiva, or to the Parent, Subsidiary or Affiliate, as applicable, employing the
Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international tax or any other tax or social
insurance liability (the “Tax-Related Items”) legally due from the Participant prior to the delivery
of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan
are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding obligations for Tax-Related
Items. Unless otherwise determined by the Committee, the Fair Market Value of the Shares will be determined as of the date that
the taxes are required to be withheld and such Shares will be valued based on the value of the actual trade or, if there is none,
the Fair Market Value of the Shares as of the previous trading day.


 


11.2.
Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant
to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to
satisfy such Tax Related Items legally due from the Participant, in whole or in part by (without limitation) (a) paying cash,
(b) having Intiva withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the Tax-Related Items to be
withheld, (c) delivering to Intiva already-owned shares having a Fair Market Value equal to the Tax-Related Items to be withheld
or (d) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through
a voluntary sale or through a mandatory sale arranged by Intiva. Intiva may withhold or account for these Tax-Related Items by
considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible
statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable laws.


 


12.
TRANSFERABILITY.


 


12.1.
Transfer Generally. Unless determined otherwise by the Committee or pursuant to Section 12.2, an Award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.
If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust
in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations
order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate.
All Awards will be exercisable: (a) during the Participant’s lifetime only by (i) the Participant, or (ii) the Participant’s
guardian or legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s
heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted Transferee.


 




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12.2.
Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee will have all discretion and authority
to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 12.2
and will have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award
Transfer Program, including (but not limited to) the authority to (a) amend (including to extend) the expiration date, post-termination
exercise period and/or forfeiture conditions of any such Award, (b) amend or remove any provisions of the Award relating to the
Award holder’s continued Service to Intiva or any Parent, Subsidiary or Affiliate, (c) amend the permissible payment methods
with respect to the exercise or purchase of any such Award, (d) amend the adjustments to be implemented in the event of changes
in the capitalization and other similar events with respect to such Award, and (e) make such other changes to the terms of such
Award as the Committee deems necessary or appropriate in its sole discretion.


 


13.
PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


13.1.
Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares
are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend
Equivalent Rights will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee
may provide that any Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested
in additional Shares or otherwise reinvested. After Shares are issued to the Participant, the Participant will be a stockholder
and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or
other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then
any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the corporate or capital structure of Intiva will be subject to the same
restrictions as the Restricted Stock; provided, further, that the Participant will have no right to such stock dividends
or stock distributions with respect to Unvested Shares, and any such dividends or stock distributions will be accrued and paid
only at such time, if any, as such Unvested Shares become vested Shares. The Committee, in its discretion, may provide in the
Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent Rights with respect to the payment
of cash dividends on Shares underlying an Award during the period beginning on the date the Award is granted and ending, with
respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled or the date
on which it is forfeited provided, that no Dividend Equivalent Right will be paid with respect to the Unvested Shares,
and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested
Shares. Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as
of the date of payment of such cash dividends on Shares.


 




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13.2.
Restrictions on Shares. At the discretion of the Committee, Intiva may reserve to itself and/or its assignee(s) a right to
repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following
such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined
by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares
under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise
Price, as the case may be.


 


14.
CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such
stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions
under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC
or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls
or securities law restrictions to which the Shares are subject.


 


15.
ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant
to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with Intiva or an agent designated by Intiva to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under
this Plan will be required to pledge and deposit with Intiva all or part of the Shares so purchased as collateral to secure the
payment of the Participant’s obligation to Intiva under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, Intiva
will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver
a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 


16.
REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or SARs
(and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants
is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from
the repricing), and (b) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of
the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


17.
SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all
applicable U.S. and foreign federal and state securities, exchange control or other laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted,
as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in this Plan, Intiva will have no obligation to issue or deliver certificates for Shares under this Plan prior
to: (a) obtaining any approvals from governmental agencies that Intiva determines are necessary or advisable; and/or (b) completion
of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental
body that Intiva determines to be necessary or advisable. Intiva will be under no obligation to register the Shares with the SEC
or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities laws,
exchange control laws, stock exchange or automated quotation system, and Intiva will have no liability for any inability or failure
to do so.


 




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18.
NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other relationship with, Intiva or any Parent, Subsidiary
or Affiliate or limit in any way the right of Intiva or any Parent, Subsidiary or Affiliate to terminate Participant’s employment
or other relationship at any time.


 


19.
CORPORATE TRANSACTIONS.


 


19.1.
Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may
be assumed or replaced by the successor corporation, which assumption or replacement will be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants
as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may
also issue, in place of outstanding Shares of Intiva held by the Participant, substantially similar shares or other property subject
to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding
any other provision in this Plan to the contrary, such Awards will have their vesting accelerate as to all shares subject to such
Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction. In addition, in the
event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above,
pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will
be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the
expiration of such period. Awards need not be treated similarly in a Corporate Transaction.


 


19.2.
Assumption of Awards by Intiva. Intiva, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under
this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this
Plan if the other company had applied the rules of this Plan to such grant. In the event Intiva assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price,
as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted
appropriately pursuant to Section 424(a) of the Code). In the event Intiva elects to grant a new Option in substitution rather
than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards will
not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.


 




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19.3.
Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction,
the vesting of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable)
in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 


20.
ADOPTION AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of Intiva’s stockholders, consistent
with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


21.
TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective
Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder
will be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).


 


22.
AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without
limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however,
that the Board will not, without the approval of the stockholders of Intiva, amend this Plan in any manner that requires such
stockholder approval; provided further, that a Participant’s Award will be governed by the version of this Plan then
in effect at the time such Award was granted. No termination or amendment of the Plan will affect any then-outstanding Award unless
expressly provided by the Committee. In any event, no termination or amendment of the Plan or any outstanding Award may adversely
affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to
comply with applicable law, regulation or rule.


 


23.
NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders
of Intiva for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock
awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only
in specific cases.


 


24.
INSIDER TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by Intiva from time to
time covering transactions in Intiva’s securities by Employees, officers and/or directors of Intiva, as well as with any
applicable insider trading or market abuse laws to which the Participant may be subject.


 




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25.
ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, will be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term
of Participant’s employment or other service with Intiva that is applicable to executive officers, employees, directors
or other service providers of Intiva, and in addition to any other remedies available under such policy and applicable law, may
require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.


 


26.
DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


26.1.
“Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is
under common control with, Intiva and (ii) any entity in which Intiva has a significant equity interest, in either case as determined
by the Committee, whether now or hereafter existing.


 


26.2.
“Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, or
Stock Appreciation Right.


 


26.3.
“Award Agreement” means, with respect to each Award, the written or electronic agreement between
Intiva and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants
to non-U.S. Participants, which will be in substantially a form (which need not be the same for each Participant) that the Committee
(or in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved,
and will comply with and be subject to the terms and conditions of this Plan.


 


26.4.
“Award Transfer Program” means any program instituted by the Committee which would permit Participants
the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


26.5.
“Board” means the Board of Directors of Intiva.


 


26.6.
“Cause” means a determination by Intiva that the Participant has committed an act or acts constituting
any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Intiva duties, (ii) unauthorized disclosure
or use of Intiva’s confidential or proprietary information, (iii) misappropriation of a business opportunity of Intiva,
(iv) materially aiding a Intiva competitor, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations
of the Participant’s position, or to comply with Intiva’s rules, policies or procedures. The determination as to whether
a Participant is being terminated for Cause will be made in good faith by Intiva and will be final and binding on the Participant.
The foregoing definition does not in any way limit Intiva’s ability to terminate a Participant’s employment or consulting
relationship at any time as provided in Section 18 above, and the term “Intiva” will be interpreted to include
any Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may,
in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement or other applicable agreement
with any Participant, provided that such document supersedes the definition provided in this Section 26.6.


 




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26.7.
“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.


 


26.8.
“Committee” means the Compensation Committee of the Board or those persons to whom administration
of the Plan, or part of the Plan, has been delegated as permitted by law.


 


26.9.
“Common Stock” means the common stock of Intiva.


 


26.10.
“Consultant” means any natural person, including an advisor or independent contractor, engaged by
Intiva or a Parent, Subsidiary or Affiliate to render services to such entity.


 


26.11.
“Corporate Transaction” means the occurrence of any of the following events: (a) any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Intiva representing more than fifty percent (50%)
of the total voting power represented by Intiva’s then-outstanding voting securities; provided, however, that for
purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty
percent (50%) of the total voting power of the securities of Intiva will not be considered a Corporate Transaction; (b) the consummation
of the sale or disposition by Intiva of all or substantially all of Intiva’s assets; (c) the consummation of a merger or
consolidation of Intiva with any other corporation, other than a merger or consolidation which would result in the voting securities
of Intiva outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented
by the voting securities of Intiva or such surviving entity or its parent outstanding immediately after such merger or consolidation;
(d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the
stockholders of Intiva give up all of their equity interest in Intiva (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of capital stock of Intiva) or (e) a change in the effective control of Intiva that
occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board
whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or
election. For purpose of this subclause (e), if any Person is considered to be in effective control of Intiva, the acquisition
of additional control of Intiva by the same Person will not be considered a Corporate Transaction. For purposes of this definition,
Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with Intiva. Notwithstanding the foregoing, to the extent that
any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by
reason of a Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would
also qualify as a change in ownership or effective control of Intiva or a change in the ownership of a substantial portion of
the assets of Intiva, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to
time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder
from time to time.


 




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26.12.
“Director” means a member of the Board.


 


26.13.
“Disability” means in the case of incentive stock options, total and permanent disability as defined
in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months.


 


26.14.
“Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee
or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash,
stock or other property dividends in amounts equal equivalent to cash, stock or other property dividends for each Share represented
by an Award held by such Participant.


 


26.15.
“Effective Date” means March __, 2018.


 


26.16.
“Employee” means any person, including Officers and Directors, providing services as an employee
to Intiva or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by Intiva
will be sufficient to constitute “employment” by Intiva.


 


26.17.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.


 


26.18.
“Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled
or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding
Award is increased or reduced.


 


26.19.
“Exercise Price” means, with respect to an Option, the price at which a holder may purchase the
Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


26.20.
“Fair Market Value” means, as of any date, the value of a share of Intiva’s Common Stock determined
as follows:


 


(a)
if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported
in The Wall Street Journal or such other source as the Committee deems reliable;


 


(b)
if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source
as the Committee deems reliable; or


 




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(c)
if none of the foregoing is applicable, by the Board or the Committee in good faith.


 


26.21.
“Insider” means an officer or director of Intiva or any other person whose transactions in Intiva’s
Common Stock are subject to Section 16 of the Exchange Act.


 


26.22.
“Intiva” means Intiva BioPharma Inc., a Delaware corporation, or any successor corporation.


 


26.23.
“IRS” means the United States Internal Revenue Service.


 


26.24.
“Non-Employee Director” means a Director who is not an Employee of Intiva or any Parent, Subsidiary
or Affiliate.


 


26.25.
“Option” means an award of an option to purchase Shares pursuant to Section 5.


 


26.26.
“Parent” means any corporation (other than Intiva) in an unbroken chain of corporations ending with
Intiva if each of such corporations other than Intiva owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


26.27.
“Participant” means a person who holds an Award under this Plan.


 


26.28.
“Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement,
from among the following objective measures, either individually, alternatively or in any combination, applied to Intiva as a
whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis,
and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the
performance goals established by the Committee with respect to applicable Awards have been satisfied:


 


(a)
Profit Before Tax;


 


(b)
Billings;


 


(c)
Revenue;


 


(d)
Net revenue;


 


(e)
Earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation
expenses, depreciation and amortization);


 


(f)
Operating income;


 


(g)
Operating margin;


 


(h)
Operating profit;


 


(i)
Controllable operating profit, or net operating profit;


 




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(j)
Net Profit;


 


(k)
Gross margin;


 


(l)
Operating expenses or operating expenses as a percentage of revenue;


 


(m)
Net income;


 


(n)
Earnings per share;


 


(o)
Total stockholder return;


 


(p)
Market share;


 


(q)
Return on assets or net assets;


 


(r)
Intiva’s stock price;


 


(s)
Growth in stockholder value relative to a pre-determined index;


 


(t)
Return on equity;


 


(u)
Return on invested capital;


 


(v)
Cash Flow (including free cash flow or operating cash flows);


 


(w)
Cash conversion cycle;


 


(x)
Economic value added;


 


(y)
Individual confidential business objectives;


 


(z)
Contract awards or backlog;


 


(aa)
Overhead or other expense reduction;


 


(bb)
Credit rating;


 


(cc)
Strategic plan development and implementation;


 


(dd)
Succession plan development and implementation;


 


(ee)
Customer indicators and/or satisfaction;


 


(ff)
New product invention or innovation;


 


(gg)
Attainment of research and development milestones;


 


(hh)
Improvements in productivity;


 




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(jj)
Attainment of objective operating goals and employee metrics;


 


(jj)
Sales;


 


(kk)
Expenses;


 


(ll)
Balance of cash, cash equivalents and marketable securities;


 


(mm)
Completion of an identified special project;


 


(nn)
Completion of a joint venture or other corporate transaction;


 


(oo)
Employee satisfaction and/or retention;


 


(pp)
Research and development expenses;


 


(qq)
Working capital targets and changes in working capital; and


 


(rr)
Any other metric that is capable of measurement as determined by the Committee.


 


The
Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable
accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve
the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the
sole discretion of the Committee to make or not make any such equitable adjustments.


 


26.29.
“Performance Period” means one or more periods of time, which may be of varying and overlapping
durations, as the Committee may select, over which the attainment of one or more Performance Factors will be measured for the
purpose of determining a Participant’s right to, and the payment of, a Performance Award.


 


26.30.
“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law
(including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or
employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which
these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee)
own more than 50% of the voting interests.


 


26.31.
“Plan” means this Intiva BioPharma Inc. 2018 Equity Incentive Plan.


 


26.32.
“Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares
acquired upon exercise of an Option or SAR.


 




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26.33.
“Restricted Stock Award” means an award of Shares pursuant to Section 6 or Section 10
of the Plan, or issued pursuant to the early exercise of an Option.


 


26.34.
“SEC” means the United States Securities and Exchange Commission.


 


26.35.
“Securities Act” means the United States Securities Act of 1933, as amended.


 


26.36.
“Service” will mean service as an Employee, Consultant, Director or Non-Employee Director, to Intiva
or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award
Agreement. An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave, (b) military leave,
or (c) any other leave of absence approved by Intiva; provided, that such leave is for a period of not more than 90 days
unless reemployment upon the expiration of such leave is guaranteed by contract or statute. Notwithstanding anything to the contrary,
an Employee will not be deemed to have ceased to provide Service if a formal policy adopted from time to time by Intiva and issued
and promulgated to employees in writing provides otherwise. In the case of any Employee on an approved leave of absence or a reduction
in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may
make such provisions respecting suspension or modification of vesting of the Award while on leave from the employ of Intiva or
a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may
an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military or
other protected leave, if required by applicable laws, vesting will continue for the longest period that vesting continues under
any other statutory or Intiva-approved leave of absence and, upon a Participant’s returning from military leave, he or she
will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to
provide Service to Intiva throughout the leave on the same terms as he or she was providing Service immediately prior to such
leave. An Employee will have terminated employment as of the date he or she ceases to provide Service (regardless of whether the
termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any
notice period or garden leave mandated by local law, provided however, that a change in status from an Employee to a Consultant
or a Non-Employee Director (or vice versa) will not terminate a Participant’s Service, unless determined by the Committee,
in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service and
the effective date on which the Participant ceased to provide Service.


 


26.37.
“Shares” means shares of Intiva’s Common Stock and the common stock of any successor entity.


 


26.38.
“Stock Appreciation Right” means an Award granted pursuant to Section 8 or Section 10
of the Plan.


 


26.39.
“Stock Bonus” means an Award granted pursuant to Section 7 or Section 10 of the Plan.


 


26.40.
“Subsidiary” means any corporation (other than Intiva) in an unbroken chain of corporations beginning
with Intiva if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


26.41.
“Treasury Regulations” means regulations promulgated by the United States Treasury Department.


 


26.42.
“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase
in favor of Intiva (or any successor thereto).


 




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