5BARZ INTERNATIONAL, INC.


2016 STOCK INCENTIVE PLAN


(Adopted _________)


SECTION 1. PURPOSE


The purpose of the 5BARZ INTERNATIONAL, INC. 2016 Stock Incentive
Plan (the “Plan”) is to enhance the long-term stockholder value of 5BARZ INTERNATIONAL, INC., a Nevada corporation
(the “Company”), by offering opportunities to selected Persons to participate in the Company’s growth and success,
and to encourage them to remain in the service of the Company or a Related Company (as defined in Section 2) and to acquire
and maintain stock ownership in the Company.


SECTION 2. DEFINITIONS


In the Plan:


“Award” means any Option or Stock Award.


“Board” means the Board of Directors of
the Company.


“Cause,” unless otherwise defined in the
instrument evidencing the Award or in an employment or services agreement between the Company or a Related Company and a Participant,
means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets or violation
of noncompetition and confidentiality agreements, or conviction or confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.


“Code” means the Internal Revenue Code
of 1986, as amended from time to time.


“Committee” shall mean a committee, or
subcommittee, consisting of two or more directors who shall be appointed by and serve at the pleasure of the Board. To the extent
necessary for compliance with Rule 16b-3, or any successor provision, each of the members of the Committee shall be a “non-employee
director.” Solely for purposes of this Section 1(e), “non-employee director” shall have the same meaning
as set forth in Rule 16b-3 under the Exchange Act, or any successor provision, as then in effect.


“Common Stock” or “Stock”
means the common stock, $0.001 par value per share, of the Company.


“Company” means 5BARZ INTERNATIONAL, INC.,
a Nevada corporation.


“Company Transaction,” unless otherwise
defined in the instrument evidencing the Award or in a written employment or services agreement between a Participant and the
Company or a Related Company and a Participant, means consummation of either:


(a) a merger or consolidation of the Company
with or into any other entity; or


(b) a sale, lease, exchange or other transfer in one
transaction or a series of related transactions undertaken with a common purpose of all or substantially all the Company’s
then outstanding securities or all or substantially all the Company’s assets; provided, however, that a Company Transaction
shall not include a Related Party Transaction.


“Disability,” unless otherwise defined
by the Plan Administrator, means a mental or physical impairment of a Participant that is expected to result in death or that
has lasted or is expected to last for a continuous period of twelve (12) months or more and that causes a Participant to
be unable, in the opinion of the Company, to perform his or her duties for the Company or a Related Company and to be engaged
in any substantial gainful activity.


“Early Retirement” means Termination of
Service (as defined below) prior to Retirement on terms and conditions approved by the Plan Administrator.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.


 


“Fair Market Value” means the per share value
of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is: (a) listed on a national
stock exchange (including any tier of The Nasdaq Stock Market, The New York Stock Exchange or The American Stock Exchange), the
closing sales price for the Common Stock as reported by that market for regular session trading for a single trading day; or (b) quoted
on OTC Bulletin Board, OTC QX or by the Pink OTC Markets Inc., the closing sales price reported by such service for a single trading
day. If there is no such reported price for the Common Stock for the date in question, then such price on the last preceding date
for which such price exists shall be determinative of Fair Market Value.


“Grant Date” means the date on which the
Plan Administrator completes the corporate action relating to the grant of an Award or such later date specified by the Plan Administrator,
and on which all conditions precedent to the grant have been satisfied; provided, however, that conditions to the exercisability
or vesting of Awards shall not defer the Grant Date.


“Incentive Stock Option” means an Option
granted with the intention, as reflected in the instrument evidencing the Option, that it qualify as an “incentive stock
option” as that term is defined in Section 422 of the Code.


“Nonqualified Stock Option” means an Option
other than an Incentive Stock Option.


“Option” means the right to purchase Common
Stock granted under Section 7.


“Option Expiration Date” has the meaning
set forth in Section 7.6.


“Option Term” has the meaning set forth
in Section 7.3.


“Participant” means the Person to whom
an Award is granted.


“Plan” means the 5BARZ INTERNATIONAL,
INC. 2013 Stock Incentive Plan.


“Plan Administrator” shall mean the Board,
or one or more Committees appointed by the Board, as the case may be.


“Person” means any individual, corporation,
partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, incorporated, organization,
governmental or regulatory or other entity.


“Related Company” means any entity that,
directly or indirectly, is in control of, or is controlled by, or is under common control with the Company.


“Related Party Transaction” means (a) a
merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior
to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately
after the merger or consolidation; (b) a sale, lease, exchange or other transfer of the Company’s assets to a majority-owned
subsidiary company; (c) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including
but not limited to, reincorporating the Company in a different jurisdiction or creating a holding company; or (d) a corporate
dissolution or liquidation.


“Retirement,” unless otherwise defined
by the Plan Administrator from time to time for purposes of the Plan, means Termination of Service on or after the date the individual
reaches “normal retirement age” as that term is defined in Section 411(a)(8) of the Code.


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


“Stock Award” means an award of shares
of Common Stock or units denominated in Common Stock granted under Section 9, the rights of ownership of which may be subject
to restrictions prescribed by the Plan Administrator.


“Successor Company” means the surviving
company, the successor company or its parent, as applicable, in connection with a Company Transaction.


“Termination of Service” means a termination
of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary,
including death, Disability, Early Retirement or Retirement, as determined by the Administrator in its sole discretion. Any question
as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination
of Service shall be determined by the Plan Administrator and its determination shall be final. Transfer of a Participant’s
employment or service relationship between Related Corporations, or between the Company and any Related Corporation, shall not
be considered a Termination of Service for purposes of an Award, but unless the Plan Administrator determines otherwise, a Termination
of Service shall be deemed to occur if a Participant’s employment or service relationship is with an entity that has ceased
to be a Related Corporation.


 


“Vesting Commencement Date” means the Grant
Date or such other date selected by the Plan Administrator as the date from which the Option begins to vest for purposes of Section 7.4.


SECTION 3. ADMINISTRATION


 


	3.1	Plan Administrator 


The Plan shall be administered by the Plan Administrator.
If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider
in selecting the members of any Committee acting as Plan Administrator, with respect to any members of such Committee(s) subject
or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) “outside directors”
as contemplated by Section 162(m) of the Code and (b) “nonemployee directors” as contemplated by Rule 16b-3
under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible Persons to different Committees, subject to such limitations as the Board deems appropriate.
A Committee member shall serve at the pleasure of the Board for such term as the Board may determine, subject to removal by the
Board at any time. To the extent consistent with applicable law, the Board may authorize one or more senior executive officers
of the Company to grant Awards to designated classes of eligible Persons, within the limits specifically prescribed by the Board.


 


	3.2	Administration and Interpretation by Plan Administrator 


Except for the terms and conditions explicitly set forth
in this Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Awards
under the Plan, including the selection of individuals to be granted Awards, the type of Awards, the number of shares of Common
Stock subject to an Award, all terms, conditions, restrictions and limitations, if any, of an Award and the terms of any instrument
that evidences the Award. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any
instrument evidencing the Award and may from time to time adopt and change rules and regulations of general application for the
Plan’s administration. The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actions
taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved
or affected. The Plan Administrator may delegate ministerial duties to such of the Company’s officers as it so determines.


SECTION 4. STOCK SUBJECT TO THE PLAN


 


	4.1	Authorized Number of Shares 


Subject to adjustment from time to time as provided in Section 12.1,
a maximum of thirty million (30,000,000) shares of Common Stock shall be available for issuance under the Plan. Shares issued
under the Plan shall be drawn from authorized and unissued shares of Common Stock or shares of Common Stock now held or subsequently
acquired by the Company.


 


	4.2	Reuse of Shares 


Any shares of Common Stock that have been made subject to
an Award that cease to be subject to the Award (other than by reason of exercise or settlement of the Award to the extent it is
exercised for or settled in shares) shall again be available for issuance in connection with future grants of Awards under the
Plan. In the event shares of Common Stock issued under the Plan are reacquired by the Company pursuant to any forfeiture provision,
right of repurchase or right of first refusal, such shares shall again be available for the purposes of the Plan; provided, however,
that the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number
stated in Section 4.1, subject to adjustment from time to time as provided in Section 12.1.


SECTION 5. ELIGIBILITY


An Award may be granted to eligible Persons, including any
officer, director or employee of the Company, or a Related Company, that the Plan Administrator from time to time selects. If an
Award is granted to any consultant, advisor or independent contractor who provides services to the Company or any Related Company,
the services rendered must be bona fide services that (i) are not in connection with the offer and/or sale of any of the Company’s
securities in a capital-raising transaction, and (ii) do not directly or indirectly promote or maintain a market for any of
the Company’s securities.


 


SECTION 6. AWARDS


 


	6.1	Form and Grant of Awards 


The Plan Administrator shall have the authority, in its
sole discretion, to determine the type or types of Awards to be granted under the Plan. Awards may be granted singly or in combination.


 


	6.2	Settlement of Awards 


The Company may settle Awards through the delivery of shares
of Common Stock, the granting of replacement Awards or any combination thereof as the Plan Administrator shall determine. Any Award
settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Plan Administrator
shall determine. The Plan Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including
converting such credits into deferred stock equivalents.


 


	6.3	Acquired Company Awards 


Notwithstanding anything in the Plan to the contrary, the
Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the Plan
awards issued under other plans, if the other plans are or were plans of other acquired entities, or the parent of such acquired
entity (“Acquired Entities”) and the new Award is substituted, or the old award is assumed, by reason of a merger,
consolidation, acquisition of property or stock, reorganization or liquidation (the “Acquisition Transaction”). In
the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity,
said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator,
except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the Persons holding such awards shall
be deemed to be Participants.


SECTION 7. AWARDS OF OPTIONS


 


	7.1	Grant of Options 


The Plan Administrator shall have the authority, in its
sole discretion, to grant Options designated as Incentive Stock Options or as Nonqualified Stock Options.


 


	7.2	Option Exercise Price 


The exercise price for shares purchased under an Option
shall be as determined by the Plan Administrator, but shall not be less than the minimum exercise price required by Section 8.3
with respect to Incentive Stock Options.


 


	7.3	Term of Options 


Subject to earlier termination in accordance with the terms
of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”) shall be as
established for that Option by the Plan Administrator or, if not so established, shall be ten (10) years from the Grant Date.
For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.


 


	7.4	Exercise of Options 


The Plan Administrator shall establish and set forth in
each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable,
any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or
modified by the Plan Administrator at any time:


 


	 	 	 
	
        Period of
        Participant’s Continuous

        Employment or Service With the Company

        or Its Related Companies From the Vesting

        Commencement Date
	 	
        

        

        Portion of Total Option

        That Is Vested and Exercisable

	After 1 year	 	33%
	 	 
	Each additional one-month period of continuous employment or service completed thereafter	 	1/36th of the remaining 75%
	 	 
	After 3 years	 	100%


The Plan Administrator, in its sole discretion, may adjust
the vesting schedule of an Option held by a Participant who works less than “full time” as that term is defined by
the Plan Administrator or who takes a Company-approved leave of absence.


To the extent an Option has vested and become exercisable,
the Option may be exercised in whole or, from time to time, in part by delivery to the Company of a written stock option exercise
agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number
of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise
agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment
in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than
a reasonable number of shares at any one time, as determined by the Plan Administrator.


 


	7.5	Payment of Exercise Price 


The exercise price for shares purchased under an Option
shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number
of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a
form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include:


(a) cash;


(b) check;


(c) tendering (either actually or, if the Common Stock
is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock already owned by a
Participant for at least six (6) months (or any shorter period necessary to avoid a charge to the Company’s earnings
for financial reporting purposes) that on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise
price of the shares being purchased under the Option;


(d) if the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage
firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option
exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations
of the Federal Reserve Board; or


(e) such other consideration as the Plan
Administrator may permit.


In addition, to assist a Participant (including a Participant
who is an officer or a director of the Company) in acquiring shares of Common Stock pursuant to an Award granted under the Plan,
the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of
Common Stock pursuant to the Award, (i) the payment by a Participant of the purchase price of the Common Stock by a full-recourse
promissory note or (ii) the guarantee by the Company of a full-recourse loan obtained by a Participant from a third party.
Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees,
including the interest rate and terms of and security for repayment.


 


	7.6	Post-Termination Exercises 


The Plan Administrator shall establish and set forth in
each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such
exercise, if a Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions
may be waived or


modified by the Plan Administrator at any time. If not so established
in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which
may be waived or modified by the Plan Administrator at any time:


(a) Any portion of an Option that is not vested and
exercisable on the date of a Participant’s Termination of Service shall expire on such date.


(b) Any portion of an Option that is vested and exercisable
on the date of a Participant’s Termination of Service shall expire on the earliest to occur of:


(i) if the Participant’s Termination of Service
occurs for reasons other than Cause, Retirement or Early Retirement, Disability or death, the date which is three (3) months
after such Termination of Service;


(ii) if the Participant’s Termination of Service
occurs by reason of Retirement or Early Retirement, Disability or death, the one-year anniversary of such Termination of Service;
and


(iii) the last day of the Option Term
(the “Option Expiration Date”).


Notwithstanding the foregoing, if a Participant dies after
his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable
on such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year
anniversary of the date of death, unless the Plan Administrator determines otherwise.


Also notwithstanding the foregoing, in case a Participant’s
Termination of Service occurs for Cause, all Options granted to a Participant shall automatically expire upon first notification
to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment
or service relationship with the Company is suspended pending an investigation of whether a Participant shall be terminated for
Cause, all a Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any
facts that would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option
then held by a Participant may be immediately terminated by the Plan Administrator, in its sole discretion.


(c) A Participant’s transfer of employment or
service relationship between or among the Company and any Related Company, or a change in status from an employee to a consultant,
advisor or independent contractor or a change in status from a consultant, advisor or independent contractor to an employee, shall
not be considered a Termination of Service for purposes of this Section 7.


(d) The effect of a Company-approved leave of absence
on the application of this Section 7 shall be determined by the Plan Administrator, in its sole discretion.


SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS


Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and
conditions:


 


	8.1	Dollar Limitation 


To the extent the aggregate Fair Market Value (determined
as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for
the first time during any calendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event a Participant holds two or more such
Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of
the order in which such Options are granted.


 


	8.2	Eligible Employees 


Individuals who are not employees of the Company or one
of its parent companies or subsidiary companies may not be granted Incentive Stock Options.


 


	8.3	Exercise Price 


The exercise price of an Incentive Stock Option shall be
at least one hundred percent (100%) of the Fair Market Value of the Common Stock on the Grant Date, and in the case of an
Incentive Stock Option granted to a Participant who owns more than ten percent (10%) of the total combined voting power of
all classes of the stock of the


Company or of its parent or subsidiary companies (a “Ten Percent
Stockholder”), shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Common Stock
on the Grant Date. The determination of more than ten percent (10%) ownership shall be made in accordance with Section 422
of the Code.


 


	8.4	Option Term 


Subject to earlier termination in accordance with the terms
of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock Option shall not exceed ten (10) years,
and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five (5) years.


 


	8.5	Exercisability 


An Option designated as an Incentive Stock Option shall
cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms
of the Option):


(a) more than three (3) months after the date
of a Participant’s Termination of Service, if termination was for reasons other than death or disability;


(b) more than one (1) year after the date
of a Participant’s Termination of Service, if termination was by reason of disability; or


(c) after a Participant has been on leave of absence
for more than ninety (90) days, unless a Participant’s reemployment rights are guaranteed by statute or contract.


 


	8.6	Taxation of Incentive Stock Options 


In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, a Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two (2) years after the Grant Date and one (1) year after the date of exercise.


A Participant may be subject to the alternative minimum tax
at the time of exercise of an Incentive Stock Option. A Participant shall give the Company prompt written notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


	8.7	Promissory Notes 


The amount of any promissory note delivered pursuant to
Section 7.5 herein in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator,
but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest
rules) for federal income tax purposes.


	8.8	Code Definitions 


For the purposes of this Section 8, “parent corporation,”
“subsidiary corporation” and “disability” shall have the meanings attributed to those terms for purposes
of Section 422 of the Code.


SECTION 9. STOCK AWARDS


 


	9.1	Grant of Stock Awards 


The Plan Administrator is authorized to make Awards of shares
of Common Stock or Awards denominated in units of Common Stock on such terms and conditions and subject to such repurchase or forfeiture
restrictions, if any (which may be based on continuous service with the Company or the achievement of performance goals related
to profits, profit growth, profit-related return ratios, cash flow or total stockholder return, where such goals may be stated
in absolute terms or relative to comparison companies), as the Plan Administrator shall determine, in its sole discretion, which
terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. The terms, conditions and restrictions
that the Plan Administrator shall have the power to determine shall include, without limitation, the manner in which shares subject
to Stock Awards are held during the periods they are subject to restrictions and the circumstances under which repurchase or forfeiture
of the Stock Award shall occur by reason of a Participant’s Termination of Service.


 


	9.2	Issuance of Shares 


Upon the satisfaction of any terms, conditions and restrictions
prescribed in respect to a Stock Award, or upon a Participant’s release from any terms, conditions and restrictions of a
Stock Award, as determined by the Plan


Administrator, the Company shall release, as soon as practicable,
to a Participant or, in the case of a Participant’s death, to the personal representative of a Participant’s estate
or as the appropriate court directs, the appropriate number of shares of Common Stock.


 


	9.3	Waiver of Restrictions 


Notwithstanding any other provisions of the Plan, the Plan
Administrator may, in its sole discretion, waive the repurchase or forfeiture period and any other terms, conditions or restrictions
on any Stock Award under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.


SECTION 10. WITHHOLDING


The Company may require a Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect
to the grant, vesting or exercise of an Award. The Company shall not be required to grant or issue any securities under the Plan
until such obligations are satisfied.


The Plan Administrator may permit or require a Participant
to satisfy all or part of his or her tax withholding obligations by (a) paying cash to the Company, (b) having the Company
withhold from any cash amounts otherwise due or to become due from the Company to a Participant, or (c) having the Company
withhold a number of shares of Common Stock that would otherwise be issued to a Participant (or become vested, as applicable) having
a value equal to the tax withholding obligations (up to the employer’s minimum required tax withholding rate), or (d) surrendering
a number of shares of Common Stock a Participant already owns having a value equal to the tax withholding obligations (up to the
employer’s minimum required tax withholding rate to the extent a Participant has owned the surrendered shares for less than
six (6) months if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes).


SECTION 11. TRANSFERABILITY


Neither an Award nor any interest therein may be assigned,
pledged or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable
laws of descent and distribution, and, during a Participant’s lifetime, such Awards may be exercised only by a Participant.
Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Award or may permit a Participant to designate a beneficiary who
may exercise the Award or receive payment under the Award after a Participant’s death; provided, however, that an Award so
assigned or transferred shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing
the Award.


SECTION 12. ADJUSTMENTS


 


	12.1	Adjustment of Shares 


In the event, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders
other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the
outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different
number or kind of securities of the Company or of any other company or (b) new, different or additional securities of the
Company or of any other company being received by the holders of shares of Common Stock of the Company, then the Plan Administrator
shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive
Stock Options as set forth in Section 4 and (ii) the number and kind of securities that are subject to any outstanding
Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination
by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding
the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 12.1
but shall be governed by Sections 12.2 and 12.3, respectively.


 


	12.2	Dissolution or Liquidation 


To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Options and Stock Awards denominated in units shall terminate
immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable
to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of
the dissolution or liquidation.


 


	12.3	Company Transaction 


 


	 	12.3.1  	Options 


In the event of a Company Transaction, except as otherwise
provided in the instrument evidencing an Option or in a written employment or services agreement between a Participant and the
Company or a Related Company, the following shall apply:


(a) Except as provided in subsection (b) below,
each outstanding Option shall be assumed or an equivalent option or right substituted by the Successor Company.


(b) If in the event of a Company Transaction the Successor
Company refuses to assume or substitute for an Option, then each such outstanding Option shall become fully vested and exercisable
with respect to one hundred percent (100%) of the unvested portion of the Option. In such case, the Plan Administrator shall
notify a Participant in writing or electronically that one hundred percent (100%) of the unvested portion of the Option specified
above shall be fully vested and exercisable for a specified time period. At the expiration of the time period, the Option shall
terminate, provided that the Company Transaction is consummated.


(c) For the purposes of this Section 12.3, the
Option shall be considered assumed or substituted for if following the Company Transaction the option or right confers the right
to purchase or receive, for each share of Common Stock subject to the Option immediately prior to the Company Transaction, the
consideration (whether stock, cash, or other securities or property) received in the Company Transaction by holders of Common Stock
for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received
in the Company Transaction is not solely common stock of the Successor Company, the Plan Administrator may, with the consent of
the Successor Company, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock
subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration
received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration
shall be made by the Plan Administrator and its determination shall be conclusive and binding.


(d) All Options shall terminate and cease to remain
outstanding immediately following the Company Transaction, except to the extent assumed by the Successor Company.


 


	 	12.3.2  	Stock Awards 


In the event of a Company Transaction, except as otherwise
provided in the instrument evidencing the Award or in a written employment or services agreement between a Participant and the
Company or a Related Company, the vesting of shares subject to Stock Awards shall accelerate, and the forfeiture provisions to
which such shares are subject shall lapse, if and to the same extent that the vesting of outstanding Options accelerates in connection
with the Company Transaction. If unvested Options are to be assumed or substituted by a Successor Company without acceleration
upon the occurrence of a Company Transaction, the repurchase or forfeiture provisions to which such Stock Awards are subject shall
continue with respect to shares of the Successor Company that may be issued in exchange for such shares.


 


	12.4  Further	Adjustment of Awards 


Subject to Sections 12.2 and 12.3, the Plan Administrator
shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution
or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary
or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or
waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may
take such action before or after granting Awards to which the action relates and before or after any public announcement with respect
to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such
action.


 


	12.5	Limitations 


The grant of Awards shall in no way affect the Company’s
right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.


 


	12.6	Fractional Shares 


In the event of any adjustment in the number of shares covered
by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.


SECTION 13. [Intentionally Deleted]


SECTION 14. MARKET STANDOFF


In the event of an underwritten public offering by the Company
of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s
initial public offering, no Person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase
of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect
to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters.
Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided,
however, that in no event shall such period exceed one hundred and eighty (180) days.


In the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce the number of issued but unexercised stock purchase
rights so as to comply with any state’s securities or Blue Sky law limitations with respect thereto, the Board shall have
the right in its sole discretion (i) to accelerate the exercisability of any Option and the date on which such Option must
be exercised, provided that the Company gives the Participant prior written notice of such acceleration, and (ii) to cancel
any Options or portions thereof which Participant does not exercise prior to or contemporaneously with such public offering.


In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the Company’s outstanding shares of Common Stock effected
as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with
respect to the purchased shares shall be immediately subject to the provisions of this Section 14, to the same extent the
purchased shares are at such time covered by such provisions.


In order to enforce the limitations of this Section 14,
the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff
period.


SECTION 15. AMENDMENT AND TERMINATION


 


	15.1	Amendment, Suspension or Termination of Plan 


The Board may amend, suspend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that to the extent required
for compliance with Section 422 of the Code or any applicable law or regulation, stockholder approval shall be required for
any amendment that would: (a) increase the total number of shares of Common Stock available for issuance under the Plan; (b) modify
the class of employees eligible to receive Options; or (c) otherwise require stockholder approval under any applicable law
or regulation. Any amendment made to the Plan that would constitute a “modification” to Incentive Stock Options outstanding
on the date of such amendment shall not, without the consent of a Participant, be applicable to such outstanding Incentive Stock
Options but shall have prospective effect only.


 


	15.2	Term of Plan 


The Plan shall have no fixed expiration date; provided,
however, that no Incentive Stock Options may be granted more than ten (10) years after the later of (a) the adoption
by the Board of the Plan and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a
new plan for purposes of Section 422 of the Code.


 


	15.3	Consent of Participant 


The suspension, amendment or termination of the Plan or
a portion thereof or the amendment of an outstanding Award shall not, without a Participant’s consent, materially adversely
affect any rights under any Award theretofore granted to a Participant under the Plan. Any change or adjustment to an outstanding
Incentive Stock Option shall not, without the consent of a Participant, be made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing,
any adjustments made pursuant to Sections 12.1 through 12.3 shall not be subject to these restrictions.


 


SECTION 16. GENERAL


 


	16.1	Evidence of Awards 


Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable
and that are not inconsistent with the Plan.


 


	16.2	No Individual Rights 


Nothing in the Plan or any Award granted under the Plan
shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue
in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right
of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or
without Cause.


 


	16.3	Issuance of Shares 


Notwithstanding any other provision of the Plan, the Company
shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits
under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with
all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of
any securities exchange or similar entity.


The Company shall be under no obligation to any Participant
to register for offering or resale or to qualify for exemption under federal, state and/or other securities laws any shares of
Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made.


To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on
a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. As a condition
to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require
(a) a Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased
or received only for a Participant’s own account and without any present intention to sell or distribute such shares and
(b) such other action or agreement by a Participant as may from time to time be necessary to comply with the federal, state
and/or other securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the
official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise
transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not
in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The
Plan Administrator may also require a Participant to execute and deliver to the Company a purchase agreement or such other agreement
as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.


 


	16.4	No Rights as a Stockholder 


A Participant (or the Participant’s successor or successors)
shall have no rights as a stockholder with respect to any shares of Common Stock covered by an Option or Stock Award until the
date of the issuance of a stock certificate evidencing such shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such
stock certificate is actually issued (except as otherwise provided in Section 14 of the Plan).


 


	16.5	Compliance With Laws and Regulations 


Notwithstanding anything in the Plan to the contrary, the
Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision
of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions
of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed
as an “incentive stock option” within the meaning of Section 422 of the Code.


 


	16.6	Participants in Other Countries 


The Plan Administrator shall have the authority to adopt
such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries
in which the Company or any Related Company may operate to assure the viability of the benefits from Awards granted to Participants
employed in such countries and to meet the objectives of the Plan.


 


	16.7	No Trust or Fund 


The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock,
or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and
no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.


 


	16.8	Severability 


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


 


	16.9	Choice of Law 


The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Nevada
without giving effect to principles of conflicts of law.


 


	16.10  	Appendix Provisions 


Participants who are residents of the State of California
shall be subject to the additional terms and conditions set forth in Appendix A to the Plan, attached hereto, until
such time as the Common Stock becomes a “listed” security under the Securities Act.


SECTION 17. EFFECTIVE DATE


The “effective date” is the date on which the
Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within twelve (12) months after the
Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.


 



     

     

    

 


APPENDIX A 


TO THE


5BARZ INTERNATIONAL, INC. 2016 STOCK INCENTIVE
PLAN


(For California Residents Only)


This Appendix to the 5BARZ INTERNATIONAL, INC. 2016 Stock
Incentive Plan (the “Plan”) shall have application only to Participants who are residents of the State of California.
Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix.
Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following
terms and conditions shall apply to all Awards granted to residents of the State of California, until such time as the Common Stock
becomes a “listed security” under the Securities Act:


1. Options shall have a term of not more than ten years from
the Grant Date.


2. Awards shall be nontransferable other than by will or the
laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the
Plan Administrator, in its discretion, may permit transfer of an Award to a revocable trust or as otherwise permitted by Rule 701
of the Securities Act.


3. Unless employment or services are terminated for Cause,
the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled
to exercise an Option on the date of Termination of Service, shall be (a) at least six months from the date of a Participant’s
Termination of Service if termination was caused by death or Disability, and (b) at least 30 days from the date of a
Participant’s Termination of Service if termination of employment was caused by other than death or Disability, (c) but
in no event later than the Option Expiration Date.


4. No Award may be granted to a resident of California more
than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the stockholders.


5. Stockholders of the Company must approve the Plan by the
later of (a) within 12 months before or after the Plan is adopted by the Board and (b) prior to or within 12 months
of the grant of an Option under the Plan to a resident of the State of California, except that stockholders must approve the Plan
prior to issuance of any securities under the Plan (other than Options) distributed or sold to Participants who are residents of
the State of California. Any Option exercised by a California resident or shares issued under an Award to a California resident
shall be rescinded if stockholder approval is not obtained in the foregoing manner. Shares subject to such Awards shall not be
counted in determining whether such approval is obtained.


6. To the extent required by applicable law, the Company shall
provide annual financial statements of the Company to each California resident holding an outstanding Award under the Plan. Such
financial statements need not be audited and need not be issued to key persons whose duties at the Company assure them access to
equivalent information.


 


 



     

     

    

 


5BARZ INTERNATIONAL, INC. 2016 STOCK INCENTIVE
PLAN


ADOPTION AND AMENDMENTS/ADJUSTMENTS


SUMMARY PAGE


 


	 	 	 	 	 	 	 	 	 
	
        Date of Board Action
	 	
        Action
	 	
        Section/Effect of Amendment
	 	
        Stockholder Approval

	 	 	 	 
	2016	 	Initial Plan Adoption	 	 	 	None