Exhibit
10.1


 


GOOD
GAMING, INC.


 


2022
STOCK INCENTIVE PLAN


 


1.
Purpose of the Plan.


 


This
2022 Stock Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers,
consultants, advisors and employees to Good Gaming, Inc., a Nevada corporation (the “Company”), and any Subsidiary
of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries.


 


It
is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning of
Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall be
nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter
referred to collectively as “Options.”


 


The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of
Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to the limitation
on the Company’s tax deductions imposed by Section 162(m) of the Code, as recently amended, with respect to those Options for which
qualification for such exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed
and interpreted consistent with the Company’s intent as stated in this Section 1.


 


2.
Administration of the Plan.


 


The
authority to manage the operation of and administer the Plan shall be vested in the Board of Directors of the Company (the “Board”)
or a Committee (the “Committee”) consisting of two or more directors who are (i) “Independent Directors”
(as such term is defined under the rules of the OTCQX U.S. Stock Market), (ii) “Non-Employee Directors” (as such term is
defined in Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which shall
serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority to designate
recipients of Options and restricted stock (“Restricted Stock”), and to determine the terms and conditions of the
respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions and supervise the administration
of the Plan. The Committee shall have the authority, without limitation, to designate which Options granted under the Plan shall be Incentive
Options and which shall be Nonqualified Options. To the extent any Option does not qualify as an Incentive Option, it shall constitute
a separate Nonqualified Option.


 


Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock (the “Securities”)
granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Securities granted under the Plan in the manner and to the extent that the Committee deems desirable to carry into
effect the Plan or any Securities. The act or determination of a majority of the Committee shall be the act or determination of the Committee
and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made
by a majority of the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action taken or determination
made by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.


 




    	 



     


    

 


In
the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board otherwise
determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in
the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved
or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however, that grants to the Company’s
Chief Executive Officer or to any of the Company’s other four most highly compensated officers that are intended to qualify as
performance-based compensation under Section 162(m) of the Code may only be granted by the Committee.


 


If
the Board, at any time, consists of only one member or only employee directors, such sole director may take all actions granted to the
Committee hereunder. For avoidance of doubt until a committee is designed by the Board, the Board shall administer the Plan and unless
such Committee has been designated any references to Committee herein shall be to the Board.


 


3.
Designation of Optionees and Grantees.


 


The
persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock (the
“Grantees” and together with Optionees, the “Participants”) shall include directors, officers and
employees of, and consultants and advisors to, the Company or any Subsidiary; provided that Incentive Options may only be granted to
employees of the Company and any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each
Option or award of Restricted Stock granted to Participants, the Committee may consider any factors it deems relevant, including, without
limitation, the office or position held by the Participant or the Participant’s relationship to the Company, the Participant’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Participant’s length
of service, promotions and potential. A Participant who has been granted an Option or Restricted Stock hereunder may be granted an additional
Option or Options, or Restricted Stock if the Committee shall so determine.


 


4.
Stock Reserved for the Plan.


 


Subject
to adjustment as provided in Section 8 hereof, a total of 30,000,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), shall be subject to the Plan. The shares of Common Stock subject to the Plan shall consist
of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Common
Stock shall be and is hereby reserved for such purpose. Any of such shares of Common Stock that may remain unissued and that are not
subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination
of the Plan the Company shall at all times reserve a sufficient number of shares of Common Stock to meet the requirements of the Plan.
Should any Securities expire or be canceled prior to its exercise, satisfaction of conditions or vesting in full, as applicable, or should
the number of shares of Common Stock to be delivered upon the exercise or vesting in full of an Option or award of Restricted Stock be
reduced for any reason, the shares of Common Stock theretofore subject to such Option or Restricted Stock, as applicable, may be subject
to future Options or Restricted Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m)
of the Code where qualification as performance-based compensation under Section 162(m) of the Code is intended.


 




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5.
Terms and Conditions of Options.


 


Options
granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Option Price. The purchase price of each share of Common Stock purchasable under an Incentive Option shall be determined by the
Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Common Stock
on the date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be at least 110% of the Fair Market
Value per share of Common Stock on the date of grant. Note that David B. Dorwart, the Company’s Chief Executive Officer, owns more
than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary and thus shall pay at least 110%
of the Fair Market Value per share of Common Stock he acquires pursuant to this Plan. The purchase price of each share of Common Stock
purchasable under a Nonqualified Option shall not be less than 100% of the Fair Market Value of such share of Common Stock on the date
the Option is granted. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair
Market Value” means the closing price on the final trading day immediately prior to the grant date of the Common Stock on the
OTCQX U.S. or other principal securities exchange or OTCQB on which shares of Common Stock are listed (if the shares of Common Stock
are so listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded shares of Common Stock in
the over the counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation
service selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. Anything in
this Section 5(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Common Stock be less than the minimum
price permitted under the rules and policies of any national securities exchange on which the shares of Common Stock are listed.


 


(b)
Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after
the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option
is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date such Incentive
Option is granted.


 


(c)
Exercisability. Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at the time of grant; provided, however, that in the absence of any
Option vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third of
the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant; and provided
further that no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the Exchange Act, and
related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided under Rule 16b-3(d)(3).


 




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Upon
the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability
of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee
may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number
of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Common Stock subject
to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over
the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property,
if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.


 


For
purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change in
Control shall be deemed to have occurred if:


 


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


 


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


 


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


 


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


 


Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.


 


For
purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided,
however, that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities
pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company.


 




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(d)
Method of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the option
period, by giving written notice to the Company specifying the number of shares of Common Stock to be purchased, accompanied by payment
in full of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by
the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i)
in the form of Common Stock owned by the Optionee (based on the Fair Market Value of the Common Stock which is not the subject of any
pledge or security interest, (ii) in the form of shares of Common Stock withheld by the Company from the shares of Common Stock otherwise
to be received with such withheld shares of Common Stock having a Fair Market Value equal to the exercise price of the Option, or (iii)
by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that
the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal
to such exercise price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all
or a portion of the Common Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other
rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option at such time as the Optionee (i)
has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed
by the Company with respect to the withholding of taxes.


 


(e)
Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its
sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the
Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as
the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under
the Plan, whichever period is shorter.


 


(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable
at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability” shall
mean an Optionee’s total and permanent disability; provided, that if Disability is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in such
employment agreement


 




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(h)
Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option
held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable
at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.


 


For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan,
age 55.


 


(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement
or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on
the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination
(or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term,
which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service
for purposes of the Plan.


 


(i)
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for “cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes hereof,
unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause” shall exist upon
a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented by counsel and given
an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to the interests of the Company
or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of willful and material embezzlement or
fraud against the Company or of a felony under any state or federal statute; provided, however, that it is specifically
understood that “Cause” shall not include any act of commission or omission in the good-faith exercise of such Optionee’s
business judgment as a director, officer or employee of the Company, as the case may be, or upon the advice of counsel to the Company.
Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with
respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.


 




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(ii)
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised by the
Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option
may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later,
such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its
terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before
the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of this Section
5(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason shall exist
upon the occurrence of the following:


 


	 	(A)	the
    assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;
	 	 	 
	 	(B)	a
    Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with
    the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including
    any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and
	 	 	 
	 	(C)	the
    failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to
    such failure.


 


Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Common Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan
(and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


6.
Terms and Conditions of Restricted Stock.


 


Restricted
Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions
and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted Stock
upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within
the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check
or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided
for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and
forfeiture restrictions described in Section 6(d) below.


 




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(b)
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of
Common Stock associated with the award promptly after the Grantee accepts such award.


 


(c)
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock
shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted
Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such
shares of Restricted Stock.


 


(e)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting
of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.


 


(f)
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to
be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him
which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The
Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will be waived
in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole
or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


7.
Term of Plan.


 


No
Securities shall be granted pursuant to the Plan on or after the date which is ten (10) years from the effective date of the Plan, but
Options and awards of Restricted Stock theretofore granted may extend beyond that date.


 


8.
Capital Change of the Company.


 


In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting
the Common Stock of the Company, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved
for issuance under the Plan and (A) in the number and option price of shares subject to outstanding Options granted under the Plan, to
the end that after such event each Optionee’s proportionate interest shall be maintained (to the extent possible) as immediately
before the occurrence of such event. The Committee shall, to the extent feasible, make such other adjustments as may be required under
the tax laws so that any Incentive Options previously granted shall not be deemed modified within the meaning of Section 424(h) of the
Code. Appropriate adjustments shall also be made in the case of outstanding Restricted Stock granted under the Plan.


 




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The
adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section 422 of
the Code (in the case of an Incentive Option) and Section 409A of the Code.


 


9.
Purchase for Investment/Conditions.


 


Unless
the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Securities
under the Plan may be required by the Company to give a representation in writing that he is acquiring the securities for his own account
for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee may impose
any additional or further restrictions on awards of Securities as shall be determined by the Committee at the time of award.


 


10.
Taxes.


 


(a)
The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Securities granted
under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.


 


(b)
If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall
notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).


 


(c)
If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Option under the
circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the
Company of such disposition within ten (10) days hereof.


 


11.
Effective Date of Plan.


 


The
Plan shall be effective on March 1, 2022; provided, however, that the Plan must subsequently be approved by majority vote of the Company’s
stockholders in accordance with the rules and regulations of the OTCQX U.S. no later than December 31, 2022.


 


12.
Amendment and Termination.


 


The
Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under Securities theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without
the approval of the stockholders of the Company would:


 


	 	(a)	materially
    increase the number of shares that may be issued under the Plan, except as is provided in Section 8;
	 	 	 
	 	(b)	materially
    increase the benefits accruing to the Participants under the Plan;
	 	 	 
	 	(c)	materially
    modify the requirements as to eligibility for participation in the Plan;


 




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	 	(d)	decrease
    the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Common Stock on the date of grant
    thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Common Stock on the
    date of grant thereof; 
	 	 	 
	 	(e)	extend
    the term of any Option beyond that provided for in Section 5(b);
	 	 	 
	 	(f)	except
    as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through
    cancellations and re-grants of new Options; 
	 	 	 
	 	(g)	increase
    the number of shares of Common Stock to be issued or issuable under the Plan to an amount that is equal to or in excess of 19.99%
    of the number of shares of Common Stock outstanding before the issuance of the stock or securities; or
	 	 	 
	 	(h)	otherwise
    require stockholder approval pursuant to the rules and regulations of the OTCQB.


 


Subject
to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such amendment
shall impair the rights of any Optionee without the Optionee’s consent.


 


It
is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee shall
exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award
hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or
appropriate to comply with the Section 409A Rules.


 


13.
Government Regulations.


 


The
Plan, and the grant and exercise or conversion, as applicable, of Securities hereunder, and the obligation of the Company to issue and
deliver shares under such Securities shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies, national securities exchanges and interdealer quotation systems as may be required.


 


14.
General Provisions.


 


(a)
Certificates. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange
or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends
to be placed on any such certificates to make appropriate reference to such restrictions.


 


(b)
Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who
is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention
of any of its consultants or advisors at any time.


 




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(c)
Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 


(d)
Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Common
Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are,
in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation
to register under applicable federal or state securities laws any Common Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Common Stock subject to such Option, although the Company
may in its sole discretion register such Common Stock at such time as the Company shall determine. If the Company chooses to comply with
such an exemption from registration, the Common Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Common Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Common Stock to the Company’s transfer agent.


 


15.
Non-Uniform Determinations.


 


The
Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive
awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the agreements evidencing
the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible to receive, awards
under the Plan, whether or not such Participants are similarly situated.


 


16.
Governing Law.


 


The
validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the internal laws of the State of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.


 




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