Exhibit 10.1


 


Exhibit
A


 


IHO-INTERNATIONAL INC. 


 


2016 EQUITY INCENTIVE PLAN


 


		I.	Purpose; Eligibility.



 


A.
General Purpose. The name of this plan is the IHO-International Inc. 2016 Equity Incentive Plan (the “Plan”).
The purposes of the Plan are to (a) enable IHO-International Inc., a Nevada corporation (the “Company”), to attract
and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b)
provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company;
and (c) promote the success of the Company’s business.


 


B.
Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company
and its Affiliates.


 


C.
Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock
Options, (c) Restricted Stock and (d) Restricted Stock Units. (e) Unrestricted Stock


 


		II.	Definitions.



 


“Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under
common control with, the Company.


 


“Applicable Laws”
means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United
States federal and state securities laws, the Code and the applicable laws of any foreign country or jurisdiction where Awards
are granted under the Plan.


 


“Award” means
any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Restricted Stock Award or
a Restricted Stock Unit Award.


 


“Award Agreement”
means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual
Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each
Award Agreement shall be subject to the terms and conditions of the Plan.


 


“Board” means
the Board of Directors of the Company, as constituted at any time.


 


“Cause” means,
unless the applicable Award Agreement provides otherwise: (1) with respect to any employee or Consultant, (A) continued failure
by Participant to perform substantially Participant’s duties and responsibilities (other than a failure resulting from Disability)
that is materially injurious to the Company and that remains uncorrected for 10 days after receipt of appropriate written notice
from the Board; (B) reliable, written third-party documentary evidence of engagement in willful, reckless or grossly negligent
misconduct that is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by
(D), the indictment of Participant with a crime involving moral turpitude or a felony, provided that if the criminal charge is
dismissed with prejudice or if Participant is acquitted at trial or on appeal, Participant will be deemed to have been terminated
without Cause; (D) the indictment of Participant for an act of criminal fraud, misappropriation or personal dishonesty, provided
that if the criminal charge is subsequently dismissed with prejudice or the Participant is acquitted at trial or on appeal then
the Participant will be deemed to have been terminated without Cause; or (E) a material breach by Participant of any provision
of an applicable employment agreement that is materially injurious to the Company and that remains uncorrected for 10 days following
written notice of such breach by the Company to Participant identifying the provision of the applicable employment agreement that
the Company determined has been breached; and (2) with respect to a Director, a determination by a majority of the disinterested
Board members that the Director has engaged in (A) malfeasance in office; (B) gross misconduct or neglect; (C) false or fraudulent
misrepresentation inducing the Director’s appointment; (D) willful conversion of corporate funds; or (E) repeated failure
to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Board,
in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been
discharged for Cause.


 




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“Change in Control”
means the occurrence of any one or more of the following events (1) any Person becomes a “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 25% of the voting
power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result
of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company,
immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders
to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors;
(2) the consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company,
immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled
in the election of directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C)
a liquidation or dissolution of the Company; or (3) Directors are elected such that a majority of the members of the Company’s
Board shall have been members of the Board for less than two years, unless the election or nomination for election of each new
director who was not a director at the beginning of such two-year period was approved by a vote of at least two-thirds of the Directors
then still in office who were Directors at the beginning of such period.


 


“Code” means
the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.


 


“Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
III(D).


 


“Common Stock”
means the common stock, $0.0001 par value per share, of the Company.


 


“Company” means
IHO-International Inc. a Nevada corporation, and any successor thereto.


 


“Consultant”
means any individual who is engaged by the Company or any Affiliate to render consulting or advisory services, whether or not compensated
for such services.


 


“Continuous Service”
means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is
not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption
or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A
of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change
in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service.
The Board or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in
the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave
of absence.


 


“Director”
means a member of the Board.


 


“Disability”
means either (A) a Participant’s inability 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, or (B) 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, a Participant’s receiving income
replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s
employees. A Participant will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration
or if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that
complies with the requirements of this paragraph.


 






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“Disqualifying Disposition”
has the meaning set forth in Section XIV(I).








 


“Effective Date”
shall mean the date as of which this Plan is adopted by the Board.


 


“Employee”
means any person, including an officer or Director, employed by the Company or an Affiliate; provided, that, for purposes
of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or
subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor thereto.


 


“Fair Market Value”
means, on a given date, (i) if there is a public market for the shares of Common Stock on such date, the closing price of the shares
as reported on such date on the principal national securities exchange on which the shares are listed or, if no sales of shares
have been reported on any national securities exchange, then the immediately preceding date on which sales of the shares have been
so reported or quoted, and (ii) if there is no public market for the shares of Common Stock on such date, then the fair market
value shall be determined by the Board in good faith after taking into consideration all factors which it deems appropriate, including,
without limitation, Sections 409A and 422 of the Code.


 


“Grant Date”
means the date on which the Board adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant
that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as
is set forth in such resolution.


 


“Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.


 


“Non-qualified Stock
Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


“Option” means
an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.


 


“Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


“Option Exercise Price”
means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


 


“Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 


“Permitted Transferee”
means: (a) a member of the Optionholder’s immediate family (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), any person sharing the Optionholder’s household (other than a tenant or employee), a trust
in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder)
control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting
interests; or (b) such other transferees as may be permitted by the Board in its sole discretion.


 


“Person” means
any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).


 


“Plan” means
this IHO-International Inc. 2016 Equity Incentive Plan, as amended and/or amended and restated from time to time.


 


“Restricted Period”
has the meaning set forth in Section VII.


 






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“Restricted Stock”
means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the Participant
provide Continuous Service for a specified period of time) granted under Section VII of the Plan.








 


“Restricted Stock Unit”
means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to
certain restrictions (including, without limitation, a requirement that the Participant provide Continuous Service for a specified
period of time) granted under Section VII of the Plan.


 


“Ten Percent Shareholder”
means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any of its Affiliates.


 


		III.	Administration.



 


A.Authority
of Board. The Plan shall be administered by the Board or, in the Board’s sole discretion, by the Committee. Subject to
the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization
conferred by the Plan, the Committee shall have the authority: (1) to construe and interpret the Plan and apply its provisions;
(2) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (3) to authorize any person
to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (4) to delegate its authority
to one or more officers of the Company; (5) to determine when Awards are to be granted under the Plan and the applicable Grant
Date; (6) from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall
be granted; (7) to determine the number of shares of Common Stock to be made subject to each Award; (8) to determine whether each
Option is to be an Incentive Stock Option or a Non-qualified Stock Option; (9) to prescribe the terms and conditions of each Award,
including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of
the Award Agreement relating to such grant; (10) to amend any outstanding Awards, including for the purpose of modifying the time
or manner of vesting, or the term of any outstanding Award; provided, however, that if any such amendment impairs a Participant’s
rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal
income tax liability with respect to an Award, such amendment shall also be subject to the Participant’s consent; (11) to
determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies; (12) to make decisions with respect to outstanding Awards that may become necessary
upon a change in corporate control or an event that triggers anti-dilution adjustments; (13) to interpret, administer, reconcile
any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to,
or Award granted under, the Plan; and (14)  to exercise discretion to make any and all other determinations which it determines
to be necessary or advisable for the administration of the Plan. 


 


B.Acquisitions
and Other Transactions. The Board may, from time to time, assume outstanding awards granted by another entity, whether in connection
with an acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution
for the award assumed by the Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms
of such assumed award could be applied to an Award granted under the Plan. Such assumed award shall be permissible if the holder
of the assumed award would have been eligible to be granted an Award hereunder if the other entity had applied the rules of this
Plan to such grant. The Board may also grant Awards under the Plan in settlement of or in substitution for outstanding awards or
obligations to grant future awards in connection with the Company or an Affiliate acquiring another entity, an interest in another
entity, or an additional interest in an Affiliate whether by merger, stock purchase, asset purchase or other form of transaction.


 


C.Board
Decisions Final. All decisions made by the Board pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.


 




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D.Delegation.
The Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term
“Committee” shall apply to any person or persons to whom such authority has been delegated. Except as otherwise determined
by the Board, the Committee shall consist solely of two or more Directors appointed to the Committee from time to time by the Board.
The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee
shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of
the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor,
and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members
or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or
by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall
be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow
such rules and regulations for the conduct of its business as it may determine to be advisable.


 


E.Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, the Board shall be indemnified by the Company against the reasonable expenses, including attorney’s
fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
under the Plan, and against all amounts paid by the Board in settlement thereof (provided, however, that the settlement has been
approved by the Company, which approval shall not be unreasonably withheld) or paid by the Board in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Board did not act in good faith and in a manner which such person reasonably believed to be in the best interests
of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful;
provided, however, that within 60 days after institution of any such action, suit or proceeding, such Board shall, in writing,
offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding. 


 


		IV.	Shares Subject to the Plan.



 


A.Subject
to adjustment in accordance with Section XI, a total of 2,000,000 shares of Common Stock shall be available for the grant of Awards
under the Plan. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Awards.


 


B.Shares
of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares.


 


C.Any
shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full
or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein:
shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares
are (a) shares tendered in payment of an Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding
obligation.


 


D.If
the Board authorizes the assumption of awards pursuant to Section III(B) or Section XII(A) hereof, the assumption will reduce the
number of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.


 






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		V.	Eligibility.



 


A.Eligibility
for Specific Awards. Incentive Stock Options may be granted to Employees only. Awards other than Incentive Stock Options may
be granted to Employees, Consultants and Directors. 





 


B.
Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise
Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the
expiration of five years from the Grant Date. 


 


VI.  Option Provisions.
Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions
set forth in this Section VI, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-qualified Stock Options at the time
of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased
on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any
other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined
to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of
such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical,
but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance
of each of the following provisions: 


 


A.Term.
Subject to the provisions of Section V(B) regarding Ten Percent Shareholders,
no Incentive Stock Option shall be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-qualified
Stock Option granted under the Plan shall be determined by the Board; provided, however, no Non-qualified Stock Option shall be
exercisable after the expiration of 10 years from the Grant Date.


 


B.Exercise
Price of an Incentive Stock Option. Subject to the provisions of Section V(B)
regarding Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock
Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted
pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


C.Exercise
Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option shall be not less than
100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. 


 


D.Method
of Exercise. The Option Exercise Price shall be paid, to the extent permitted by Applicable Laws, either (a) in cash or by
certified or bank check at the time the Option is exercised or (b) in the discretion of the Board, upon such terms as the Board
shall approve: (i) by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with
a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares
being acquired; (ii) by a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock
otherwise issuable in respect of an Option that are needed to pay the Option Exercise Price; (iii) by any combination of the foregoing
methods; or (iv) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided
in the Option, the Option Exercise Price that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly
from the Company, shall be paid only by shares of Common Stock that have been held for more than six months (or such longer or
shorter period of time required to avoid a charge to earnings for financial accounting purposes). 


 






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E.Transferability
of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


 


F.Transferability
of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Board, be transferable to
a Permitted Transferee, upon written approval by the Board to the extent provided in the Award Agreement. If the Non-qualified
Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the
Option. 


 


G.Vesting
of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which
may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options
may vary. No Option may be exercised for a fraction of a share of Common Stock. The Board may, but shall not be required to, provide
for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.


 


H.Termination
of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have
been approved by the Board, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s
death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise
such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months
following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set
forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause, all outstanding
Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Optionholder
does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate. 


 


I.Disability
of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending
on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth
in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein
or in the Award Agreement, the Option shall terminate.


 


J.Death
of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to
exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise
the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but
only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the
term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Award Agreement, the Option shall terminate.


 


K.Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as Non-qualified Stock Options. 


 






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VII.  Restricted Awards.
A Restricted Award is an Award of actual shares of Common Stock (”Restricted Stock”) or an Award of hypothetical Common
Stock Units (”Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number of shares
of Common Stock. Restricted Awards may, but need not, provide that such Restricted Award may not be sold, assigned, transferred
or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation
or for any other purpose for such period (the “Restricted Period”) as the Board shall determine. Each Restricted Award
granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions
set forth in this Section VII, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement.





 


A.Restricted
Stock. Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to
the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the
Board determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending
the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company
(A) an escrow agreement satisfactory to the Board, if applicable and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock
and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth
in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including
the right to vote such Restricted Stock and the right to receive dividends.


 


B.Restricted
Stock Units. The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares
of Common Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside
funds for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted
hereunder. To the extent provided in an Award Agreement, the holder of Restricted Stock Units shall be entitled to be credited
with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at
the sole discretion of the Board, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and
interest may, at the sole discretion of the Board, be credited on the amount of cash dividend equivalents at a rate and subject
to such terms as provided by the Board), which accumulated dividend equivalents (and interest thereon, if applicable) shall be
payable to the Participant upon the release of restrictions on such Restricted Stock Units, and if such Restricted Stock Units
are forfeited, the Participant shall have no right to such dividend equivalent payments.


 


C.Restrictions.


 


1.Restrictions
on Restricted Stock. Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration
of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if
an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall
be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture
to the extent provided in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates
shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares
shall terminate without further obligation on the part of the Company. 


 


2.Restrictions
on Restricted Stock Units. Restricted Stock Units awarded to a Participant shall be subject to (A) forfeiture until the expiration
of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided in the
applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such
Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions
as may be set forth in the applicable Award Agreement. 


 






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3.Board
Discretion to Remove Restrictions. The Board shall have the authority to remove any or all of the restrictions on the Restricted
Stock or Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances
arising after the Grant Date, such action is appropriate. 





 


D.Restricted
Period. The Restricted Period shall commence on the Grant Date and end at the time or times set forth on a schedule established
by the Board in the applicable Award Agreement; provided, however, that notwithstanding any such vesting dates, the Board may in
its sole discretion accelerate the vesting of any Restricted Award at any time and for any reason. The Board may, but shall not
be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.


 


E.Delivery
of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to
any shares of Restricted Stock, the restrictions set forth in Section VII(A)
and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the
applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant,
or his or her beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then
been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any dividends credited
to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration
of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant,
or his or her beneficiary, without charge, one share of Common Stock for each outstanding Restricted Stock Unit and any dividend
equivalent payments credited to the Participant’s account with respect to such Restricted Stock Units and the interest thereon,
if any; provided, however, that if explicitly provided in the Award Agreement, the Board may, in its sole discretion, elect to
pay part cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock for vested Restricted Stock
Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the
Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed. 


 


No Restricted Award may be granted
or settled for a fraction of a share of Common Stock.


 


		VIII.	Securities Law Compliance.



 


A.Securities
Registration. No Awards shall be granted under the Plan and no shares of Common Stock shall be issued and delivered upon the
exercise of Options granted under the Plan unless and until the Company and/or the Participant have complied with all applicable
federal and state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory
agencies having jurisdiction.


 


B.Representations;
Legends. The Board may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant
to (i) represent in writing that the shares of Common Stock received in connection with such Award are being acquired for investment
and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel
to the Company. Each certificate representing shares of Common Stock acquired under the Plan shall bear a legend in such form as
the Company deems appropriate.


 


IX.   Use of Proceeds from Stock.
Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.


 






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		X.	Miscellaneous.



 


A.Acceleration
of Exercisability and Vesting. The Board shall have the power to accelerate the time at which an Award may first be exercised
or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Award stating the time at which it may first be exercised or the time during which it will vest.


 


B.Shareholder
Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Common Stock subject to an Award unless and until such Participant
has satisfied all requirements for exercise or settlement of the Award pursuant to its terms and no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which
the record date is prior to the date such Common Stock certificate is issued, except as provided in Section XI
hereof.





 


C.No
Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall
confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the
Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with
or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case
may be. 


 


D.Transfer;
Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result
from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate
to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company,
if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Board otherwise so provides in writing, in either case, except to the extent inconsistent
with Section 409A of the Code if the applicable Award is subject thereto.


 


E.Withholding
Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Board, the Participant
may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under
an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the
Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold
shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition
of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common
Stock of the Company. 


 


XI.   Adjustments Upon Changes in Stock.
In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary
cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization,
merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any
Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and the maximum number of shares of
Common Stock subject to Awards stated in Section IV will be equitably adjusted or substituted,
as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section XI, unless the Board specifically
determines that such adjustment is in the best interests of the Company or its Affiliates, the Board shall, in the case of Incentive
Stock Options, ensure that any adjustments under this Section XI will not constitute a modification, extension or renewal of the
Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure
that any adjustments under this Section XI will not constitute a modification of such Non-qualified Stock Options within the meaning
of Section 409A of the Code. 


 






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		XII.	Effect of Change in Control.



 


A.Unless
otherwise provided in an Award Agreement or an employment agreement entered into by the Company and a Participant, in the event
of a Change in Control, the Board may, but shall not be obligated to: (1) accelerate, vest or cause the restrictions to lapse with
respect to all or any portion of any Award; (2) cancel Awards and cause to be paid to the holders of vested Awards the value of
such Awards, if any, as determined by the Board, in its sole discretion, it being understood that in the case of any Option with
an Option Exercise Price that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control,
the board may cancel the Option without the payment of consideration therefor; (3) provide for the issuance of substitute Awards
or the assumption or replacement of such Awards; or (4) provide written notice to Participants that for a period of at least ten
days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all shares of Common Stock
subject thereto and upon the occurrence of the Change in Control, any Awards not so exercised shall terminate and be of no further
force and effect.





 


B.The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Affiliates, taken as a whole.


 


		XIII.	Amendment of the Plan and Awards.



 


A.Amendment
of the Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in
Section XI relating to adjustments upon changes in Common Stock and
Section VIII(C), no amendment shall be effective unless approved by
the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws. At the time of
such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.


 


B.Shareholder
Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval.


 


C. Contemplated
Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions
of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation
provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.


 


D. No
Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


E. Amendment
of Awards. The Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however,
that the Board may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless
(a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 






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		XIV.	General Provisions.



 


A. Clawback;
Forfeiture. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, provide in an
Award Agreement or otherwise that the Board may cancel such Award if the Participant has engaged in or engages in activity giving
rise to a termination for Cause and require the Participant to forfeit any gain realized on the vesting, exercise or settlement
of any Award and repay the gain to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation,
forfeiture or recoupment to the extent necessary to comply with Applicable Laws.


 


B.Sub-plans.
The Board may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other
laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other
terms and conditions as the Board determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but
each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.


 


C.Unfunded
Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special
or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.





 


D.Recapitalizations.
Each Award Agreement shall contain provisions required to reflect the provisions of Section XI.


 


E.Delivery.
Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this
Plan, 30 days shall be considered a reasonable period of time.


 


F.No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Board shall
determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares
of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


G.Other
Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan,
including, without limitation, restrictions upon the exercise of the Awards, as the Board may deem advisable.


 


H.Section
409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the
maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be
treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following
the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary
of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing,
neither the Company nor the Board shall have any obligation to take any action to prevent the assessment of any additional tax
or penalty on any Participant under Section 409A of the Code and neither the Company nor the Board will have any liability to any
Participant for such tax or penalty.


 


I.Disqualifying
Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or
any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date
of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such
Incentive Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise the Company in writing
as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock. 


 






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J.Beneficiary
Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right
under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations
by the same Participant, shall be in a form reasonably prescribed by the Board and shall be effective only when filed by the Participant
in writing with the Company during the Participant’s lifetime. 


 


K.Expenses.
The costs of administering the Plan shall be paid by the Company. 


 


L.Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or
in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby. 


 


M.Plan
Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction
of the provisions hereof. 





 


N.Non-Uniform
Treatment. The Board’s determinations under the Plan need not be uniform and may be made by it selectively among persons
who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Board shall be
entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective
Award Agreements.


 


XV.  Termination or Suspension of the
Plan. The Plan shall terminate automatically on June 3, 2018. No Award shall be granted pursuant
to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the
Plan at any earlier date pursuant to Section XIII(A) hereof. No Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.


 


XVI.  Choice of Law.
The law of the State of Nevada shall govern all questions concerning the construction, validity and interpretation of this Plan,
without regard to such state’s conflict of law rules.


 


As adopted by the Board of Directors
of IHO-International Inc. on June 10, 2016


 






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