Exhibit
10.5


 





CERBERUS
CYBER SENTINEL CORPORATION


2019
EQUTY INCENTIVE PLAN


 


1.
PURPOSES. The purposes of the Plan are to (a) attract and retain for the Company and its Affiliates the best available
personnel, (b) provide additional incentive to Employees, Directors and Consultants and to increase their interest in the Company’s
welfare, and (c) promote the success of the business of the Company and its Affiliates.


 


2.
DEFINITIONS. As used herein, unless the context requires otherwise, the following terms shall have the meanings
indicated below:


 


(a)
“Affiliate” means (i) any corporation, partnership or other entity which owns, directly or indirectly, a majority
of the voting equity securities of the Company, (ii) any corporation, partnership or other entity of which a majority of the voting
equity securities or equity interest is owned, directly or indirectly, by the Company, and (iii) with respect to an Option that
is intended to be an Incentive Stock Option, (A) any “parent corporation” of the Company, as defined in Section 424(e)
of the Code or (B) any “subsidiary corporation” of the Company as defined in Section 424(f) of the Code, any other
entity that is taxed as a corporation under Section 7701(a)(3) of the Code and is a member of the “affiliated group”
as defined in Section 1504(a) of the Code of which the Company is the common parent, and any other entity as may be permitted
from time to time by the Code or by the Internal Revenue Service to be an employer of Employees to whom Incentive Stock Options
may be granted; provided, however, that in each case the Affiliate must be consolidated in the Company’s financial
statements.


 


(b)
“Award” means any right granted under the Plan, whether granted singly or in combination, to a Grantee pursuant
to the terms, conditions and limitations that the Committee may establish.


 


(c)
“Award Agreement” means a written agreement with a Grantee with respect to any Award, including any amendments
thereto.


 


(d)
“Board” means the Board of Directors of the Company.


 


(e)
“Bonus Stock Agreement” means a written agreement with a Grantee with respect to a Bonus Stock Award, including
any amendments thereto.


 


(f)
“Bonus Stock Award” means an Award granted under Section 8 of the Plan.


 


(g)
“Change in Control” of the Company means the occurrence of any of the following events: (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50 percent or more of
the combined voting power of the Company’s then outstanding securities, except any such person who is a beneficial owner
of securities in excess of such amount as of the date of adoption of the Plan; (ii) as a result of, or in connection with, any
tender offer or exchange offer, merger, or other business combination (a “Transaction”), the persons who were
directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company; (iii) the Company is merged or consolidated with another entity and as a result of
the merger or consolidation less than 50 percent of the voting power of the outstanding voting securities of the surviving or
resulting corporation shall then be owned in the aggregate by the former shareholders of the Company; (iv) a tender offer or exchange
offer is made and consummated for the ownership of securities of the Company representing 50 percent or more of the combined voting
power of the Company’s then outstanding voting securities; or (v) the Company transfers substantially all of its assets
to another entity which is not controlled by the Company.


 




    	 



    	 



    

 


(h)
“Code “means the Internal Revenue Code of 1986, as amended, and any successor statute. Reference in the Plan
to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any Treasury
regulations promulgated under such section.


 


(i)
“Committee” means the committee (or committees), as constituted from time to time, of the Board that is appointed
by the Board to administer the Plan, or if no such committee is appointed (or no such committee shall be in existence at any relevant
time), the term “Committee” for purposes of the Plan shall mean the Board. Within the scope of such authority, the
Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not Outside Directors the authority
to grant Awards to eligible persons who are either (A) not then Covered Employees and are not expected to be Covered Employees
at the time of recognition of income resulting from such Awards, or (B) not persons with respect to whom the Company wishes to
comply with Section 162(m) of the Code, and/or (ii) delegate to a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board
may assume any or all of the powers and responsibilities prescribed for the Committee, and to the extent it does so, the term
“Committee” as used herein shall also be applicable to the Board.


 


(j)
“Common Stock” means the Common Stock, $0.0001 par value per share, of the Company or the common stock that
the Company may in the future be authorized to issue (as long as the common stock varies from that currently authorized, if at
all, only in amount of par value) in replacement or substitution thereof.


 


(k)
“Company” means Cerberus Cyber Sentinel Corporation, a Delaware corporation.


 


(l)
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services
in such person’s capacity as a Director) who is engaged by the Company or any Affiliate to render consulting or advisory
services to the Company or such Affiliate and who is a “consultant or advisor” within the meaning of Rule 701 promulgated
under the Securities Act or Form S-8 promulgated under the Securities Act, including any foreign national who, but for the laws
of his country, would be an employee of the Company or an Affiliate.


 




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(m)
“Continuous Service” means that the provision of services to the Company or an Affiliate in any capacity of
Employee, Director or Consultant is not interrupted or terminated. Except as otherwise provided in the Award Agreement, service
shall not be considered interrupted or terminated for this purpose in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in
status as long as the individual remains in the service of the Company or an Affiliate in any capacity of Employee, Director or
Consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For
purposes of each Incentive Stock Option, if such leave exceeds ninety (90) days, and re-employment upon expiration of such leave
is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on
the day that is three (3) months and one (1) day following the expiration of such ninety (90)-day period.


 


(n)
“Covered Employee” means the chief executive officer and the other most highly compensated officers of the
Company for whom total compensation is required to be reported to shareholders under Regulation S-K, as determined for purposes
of Section 162(m) of the Code.


 


(o)
“Director” means a member of the Board.


 


(p)
“Disability” means the “disability” of a person (i) as defined in a then effective written employment
agreement between a person and the Company, or (ii) if such person is not covered by a written employment agreement with the Company,
as defined in a then effective long-term disability plan maintained by the Company that covers such person, or (iii) if neither
a written employment agreement or a plan exists at any relevant time, “Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code. For purposes of determining the time during which an Incentive
Stock Option may be exercised under the terms of an Option Agreement, “Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual is totally
and permanently disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.


 


(q)
“Employee” means any person, including an Officer or Director, who is employed, within the meaning of Section
3401 of the Code, by the Company or an Affiliate. The provision of compensation by the Company or an Affiliate to a Director solely
with respect to such individual rendering services in the capacity of a Director, however, shall not be sufficient to constitute
“employment” by the Company or that Affiliate.


 


(r)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. Reference
in the Plan to any section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section
and any rules and regulations relating to such section.


 


(s)
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 




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(i)
If the Common Stock is listed on any established stock exchange, the Fair Market Value of a share of Common Stock shall be the
closing sales price for such a share of Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange
(or if the Common Stock is listed or traded on more than one exchange, the exchange with the greatest volume of trading in the
Common Stock) on the day of determination (or if no such price or bid is reported on that day, on the last market trading day
prior to the day of determination), as reported by the applicable exchange or such other source as the Committee deems reliable.
If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange, the date on which
the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant
date, or such other appropriate day as shall be determined by the Board, in its sole discretion consistent with Section 409A of
the Code.


 


(ii)
If the Common Stock is quoted on the OTC Markets, Fair Market Value of a share of Common Stock shall be the last trade reported
on the OTC Markets on the day of determination (or if no such trade is reported on that day, on the last market day prior to the
day of determination).


 


(iii)
In the absence of any such established market for the Common Stock, the Fair Market Value shall be determined in good faith by
the reasonable application by the Committee of a reasonable valuation method in accordance with Section 409A of the Code.


 


(t)
“Grantee” means an Employee, Director or Consultant to whom an Award has been granted under the Plan.


 


(u)
“Incentive Stock Option” means an Option granted to an Employee under the Plan that meets the requirements
of Section 422 of the Code.


 


(v)
“Non-Employee Director” means a Director of the Company who either (i) is not an Employee or Officer, does
not receive compensation (directly or indirectly) from the Company or an Affiliate in any capacity other than as a Director (except
for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K), does not possess an interest
in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a
business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K or (ii) is otherwise considered
a “non-employee director” for purposes of Rule 16b-3.


 


(w)
“Non-Qualified Stock Option” means an Option granted under the Plan that is not intended to be an Incentive
Stock Option.


 


(x)
“Officer” means a person who is an “officer” of the Company or any Affiliate within the meaning
of Section 16 of the Exchange Act (whether or not the Company is subject to the requirements of the Exchange Act).


 


(y)
“Option” means an Award in the form of a stock option granted pursuant to Section 7 of the Plan to purchase
a specified number of shares of Common Stock, whether granted as an Incentive Stock Option or as a Non-Qualified Stock Option.


 


(z)
“Option Agreement” means the written agreement evidencing the grant of an Option executed by the Company and
the Optionee, including any amendments thereto.


 




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(aa)
“Optionee” means an individual to whom an Option has been granted under the Plan.


 


(bb)
“OTC Markets” means any tier of quotation service operated by the OTC Markets Group, Inc.


 


(cc)
“Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of the Treasury regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits
under a tax qualified pension plan), has not been an officer of the Company or an “affiliated corporation” at any
time and is not currently receiving (within the meaning of the Treasury regulations promulgated under Section 162(m) of the Code)
direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other
than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.


 


(dd)
“Plan” means this Cerberus Cyber Sentinel Corporation 2019 Equity Incentive Plan, as effective June 6, 2019,
as set forth herein and as it may be amended from time to time.


 


(ee)
“Qualifying Shares” means shares of Common Stock which either (i) have been owned by the Optionee and have
been “paid for” for more than six (6) months within the meaning of Rule 144 promulgated under the Securities Act,
or (ii) were obtained by the Optionee in the public market.


 


(ff)
“Regulation S-K” means Regulation S-K promulgated under the Securities Act, as it may be amended from time
to time, and any successor to Regulation S-K. Reference in the Plan to any item of Regulation S-K shall be deemed to include any
amendments or successor provisions to such item.


 


(gg)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as it may be amended from time to time, and
any successor to Rule 16b-3.


 


(hh)
“Section” means a section of the Plan unless otherwise stated or the context otherwise requires.


 


(ii)
“Securities Act” means the Securities Act of 1933, as amended, and any successor statute. Reference in the
Plan to any section of the Securities Act shall be deemed to include any amendments or successor provisions to such section and
any rules and regulations relating to such section.


 


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


 


3.
TYPES OF AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this Plan may be (a) Incentive Stock Options, (b)
Non-Qualified Stock Options, and (c) Bonus Stock Awards, as designated at the time of grant. The shares of stock that may be purchased
upon exercise of Options granted under this Plan or that may be awarded under a Bonus Stock Award under this Plan are shares of
Common Stock.


 







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4.
SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to Section 12(a) hereof, the aggregate number of shares of
Common Stock that may be issued pursuant to Options granted under this Plan or Bonus Stock Awards under this Plan shall not exceed
25,000,000 shares. At all times during the term of the Plan, the Company shall reserve and keep available such number of shares
of Common Stock as will be required to satisfy the requirements of outstanding Awards under the Plan. The number of shares reserved
for issuance under the Plan shall be reduced only to the extent that shares of Common Stock are actually issued in connection
with the exercise or settlement of an Award. Any shares of Common Stock covered by an Award (or a portion of an Award) that is
forfeited or canceled or that expires shall be deemed not to have been issued for purposes of determining the maximum aggregate
number of shares of Common Stock which may be issued under the Plan and shall again be available for Awards under the Plan. Nothing
in this Section 4 shall impair the right of the Company to reduce the number of outstanding shares of Common Stock pursuant to
repurchases, redemptions, or otherwise; provided, however, that no reduction in the number of outstanding shares
of Common Stock shall (a) impair the validity of any outstanding Award, whether or not that Award is fully vested or exercisable,
or (b) impair the status of any shares of Common Stock previously issued pursuant to an Award as duly authorized, validly issued,
fully paid, and nonassessable. The shares to be delivered under the Plan shall be made available from (a) authorized but unissued
shares of Common Stock, (b) Common Stock held in the treasury of the Company, or (c) previously issued shares of Common Stock
reacquired by the Company, including shares purchased on the open market, in each situation as the Committee may determine from
time to time in its sole discretion.


 


5.
ELIGIBILITY. Awards other than Incentive Stock Options may be granted to Employees, Officers, Directors, and Consultants.
Incentive Stock Options may be granted only to Employees (including Officers and Directors who are also Employees), as limited
by clause (iii) of Section 2(a). The Committee in its sole discretion shall select the recipients of Awards. A Grantee may be
granted more than one Award under the Plan, and Awards may be granted at any time or times during the term of the Plan. The grant
of an Award to an Employee, Officer, Director or Consultant shall not be deemed either to entitle that individual to, or to disqualify
that individual from, participation in any other grant of Awards under the Plan.


 


6.
Limitation on Individual AWARDS. Any and all shares available for
Awards under the Plan may be granted by way of Incentive Stock Options, Non-Qualified Stock Options, or Bonus Stock Awards to
any one person. To the extent consistent with applicable law, compensation generated under the Plan is intended to constitute
“performance-based” compensation for purposes of Section 162(m) of the Code.


 


7.
OPTIONS.


 


(a)
Grant of Options. An Option is a right to purchase shares of Common Stock during the option period for a specified exercise
price. The Committee shall determine (i) whether each Option shall be granted as an Incentive Stock Option or as a Non-Qualified
Stock Option and (ii) the provisions, terms, and conditions of each Option including, but not limited to, the vesting schedule,
the number of shares of Common Stock subject to the Option, the exercise price of the Option, the period during which the Option
may be exercised, forfeiture provisions, methods of payment, and all other terms and conditions of the Option.


 







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(b)
Limitations on Incentive Stock Options. The aggregate Fair Market Value (determined as of the date of grant of an Option)
of Common Stock which any Employee is first eligible to purchase during any calendar year by exercise of Incentive Stock Options
granted under the Plan and by exercise of incentive stock options (within the meaning of Section 422 of the Code) granted under
any other incentive stock option plan of the Company or an Affiliate shall not exceed $100,000. If the Fair Market Value of stock
with respect to which all incentive stock options described in the preceding sentence held by any one Optionee are exercisable
for the first time by such Optionee during any calendar year exceeds $100,000, the Options (that are intended to be Incentive
Stock Options on the date of grant thereof) for the first $100,000 worth of shares of Common Stock to become exercisable in such
year shall be deemed to constitute incentive stock options within the meaning of Section 422 of the Code and the Options (that
are intended to be Incentive Stock Options on the date of grant thereof) for the shares of Common Stock in the amount in excess
of $100,000 that become exercisable in that calendar year shall be treated as Non-Qualified Stock Options. If the Code or the
Treasury regulations promulgated thereunder are amended after the effective date of the Plan to provide for a different limit
than the one described in this Section 7(b), such different limit shall be incorporated herein and shall apply to any Options
granted after the effective date of such amendment.


 


(c)
Acquisitions and Other Transactions. Notwithstanding the provisions of Section 9(g), in the case of an Option issued or
assumed pursuant to Section 9(g), the exercise price and number of shares for the Option shall be determined in accordance with
the principles of Sections 409A and 424(a) of the Code and the Treasury regulations promulgated thereunder. The Committee may,
from time to time, assume outstanding options granted by another entity, whether in connection with an acquisition of such other
entity or otherwise, by either (i) granting an Option under the Plan in replacement of or in substitution for the option assumed
by the Company, or (ii) treating the assumed option as if it had been granted under the Plan if the terms of such assumed option
could be applied to an Option granted under the Plan. Such assumption shall be permissible if the holder of the assumed option
would have been eligible to be granted an Option hereunder if the other entity had applied the rules of the Plan to such grant.
The Committee also may grant Options under the Plan in settlement of, or substitution for, outstanding options or obligations
to grant future options 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.


 


(d)
Payment or Exercise. Payment for the shares of Common Stock to be purchased upon exercise of an Option may be made in cash
(by check or electronic funds transfer) or, if elected by the Optionee in one or more of the following methods stated in the Option
Agreement (at the date of grant with respect to any Option granted as an Incentive Stock Option) and where permitted by law: (i)
if a public market for the Common Stock exists, through a “same day sale” arrangement between the Optionee and a broker-dealer
that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably
elects to exercise the Option and to sell a portion of the shares of Common Stock so purchased to pay for the exercise price and
whereby the FINRA Dealer irrevocably commits upon receipt of such shares of Common Stock to forward the exercise price directly
to the Company; (ii) if a public market for the Common Stock exists, through a “margin” commitment from the Optionee
and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so
purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the exercise price,
and whereby the FINRA Dealer irrevocably commits upon receipt of such shares of Common Stock to forward the exercise price directly
to the Company; or (iii) by surrender to the Company of Qualifying Shares at the Fair Market Value per share at the time of exercise
(provided that such surrender does not result in an accounting charge for the Company). No shares of Common Stock may be issued
until full payment of the purchase price therefor has been made.


 







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(e)
Modification, Extension and Renewal of Options. The Committee shall have the power to modify, cancel, extend or renew outstanding
Options and to authorize the grant of new Options and/or Bonus Stock Awards in substitution therefor (regardless of whether any
such action would be treated as a repricing for financial accounting or other purposes), provided that (except as permitted by
Section 12(a) of the Plan) any such action may not, without the written consent of any Optionee, (i) impair any rights under any
Option previously granted to such Optionee, (ii) cause the Option or the Plan to become subject to Section 409A of the Code, or
(iii) cause any Option to lose its status as “performance-based” compensation under Section 162(m) of the Code. Any
outstanding Incentive Stock Option that is modified, extended, renewed or otherwise altered will be treated in accordance with
Section 424(h) of the Code.


 


8.
BONUS STOCK AWARDS.


 


(a)
Bonus Stock Awards. A Bonus Stock Award is a grant of shares of Common Stock for such consideration, if any, and subject
to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions and other terms and conditions
as are established by the Committee. Each Bonus Stock Award shall be in such form and shall contain such terms and conditions
as the Committee shall deem appropriate. The terms and conditions of such Bonus Stock Agreement may change from time to time,
and the terms and conditions of separate Bonus Stock Agreements need not be identical, but each such Bonus Stock Agreement shall
be subject to the conditions of this Section 8.


 


(b)
Forfeiture Restrictions. Shares of Common Stock that are the subject of a Bonus Stock Award may be subject to restrictions
on disposition by the Grantee and to an obligation of the Grantee to forfeit and surrender the shares to the Company under certain
circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee
in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse on the passage of time, the
attainment of one or more performance targets established by the Committee, or the occurrence of such other event or events determined
to be appropriate by the Committee. The Forfeiture Restrictions, if any, applicable to a particular Bonus Stock Award (which may
differ from any other such Bonus Stock Award) shall be stated in the Bonus Stock Agreement.


 













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(c)
Rights as Shareholder. Shares of Common Stock awarded pursuant to a Bonus Stock Award shall be represented by a stock certificate
registered in the name of the Grantee of such Bonus Stock Award, or by a book-entry account with the Company’s transfer
agent. The Grantee shall have the right to receive dividends with respect to the shares of Common Stock subject to a Bonus Stock
Award, to vote the shares of Common Stock subject thereto and to enjoy all other shareholder rights with respect to the shares
of Common Stock subject thereto, except that, unless provided otherwise in this Plan, or in the Bonus Stock Agreement, (i) the
Grantee shall not be entitled to delivery of the shares of Common Stock except as the Forfeiture Restrictions expire, (ii) the
Company or an escrow agent shall retain custody of the shares of Common Stock until the Forfeiture Restrictions expire, or the
Company shall cause its transfer agent to place restrictions on any such shares in such book-entry account, (iii) the Grantee
may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares of Common Stock until the Forfeiture
Restrictions expire, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Bonus Stock Agreement
shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to Bonus Stock Awards, including rules pertaining to the termination
of the Grantee’s Continuous Service (by retirement, Disability, death or otherwise) prior to expiration of the Forfeiture
Restrictions. Such additional terms, conditions or restrictions shall also be set forth in a Bonus Stock Agreement made in connection
with the Bonus Stock Award.


 


(d)
Stock Delivery. One or more stock certificates representing shares of Common Stock, free of Forfeiture Restrictions, shall
be delivered to the Grantee promptly after, and only after, the Forfeiture Restrictions have expired, or the Company shall cause
the records of the Company’s transfer agent to reflect the same, if such shares are reflected by book-entry account. The
Grantee, by his acceptance of the Bonus Stock Award, irrevocably grants to the Company a power of attorney to transfer any shares
so forfeited to the Company, agrees to execute any documents requested by the Company in connection with such forfeiture and transfer,
and agrees that such provisions regarding transfers of forfeited shares shall be specifically performable by the Company in a
court of equity or law.


 


(e)
Payment for Bonus Stock. The Committee shall determine the amount and form of any payment for shares of Common Stock received
pursuant to a Bonus Stock Award. In the absence of such a determination, the Grantee shall not be required to make any payment
for shares of Common Stock received pursuant to a Bonus Stock Award, except to the extent otherwise required by law.


 


(f)
Forfeiture of Bonus Stock. Unless otherwise provided in a Bonus Stock Agreement, on termination of the Grantee’s
Continuous Service prior to lapse of the Forfeiture Restrictions, the shares of Common Stock which are still subject to the Forfeiture
Restrictions under Bonus Stock Award shall be forfeited by the Grantee. Upon any forfeiture, all rights of the Grantee with respect
to the forfeited shares of the Common Stock subject to the Bonus Stock Award shall cease and terminate, without any further obligation
on the part of the Company except to repay any purchase price per share paid by the Grantee for the shares forfeited. The Committee
will have discretion to determine whether the Continuous Service of a Grantee has terminated and the date on which such Continuous
Service terminates and whether the Grantee’s Continuous Service terminated as a result of the Disability of the Grantee.


 










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(g)
Lapse of Forfeiture Restrictions in Certain Events; Committee’s Discretion. Notwithstanding the provisions of Section
8(f) or any other provision in the Plan to the contrary, the Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Common Stock awarded to the Grantee pursuant to a Bonus Stock Award, and upon such vesting, all
Forfeiture Restrictions applicable to such Bonus Stock Award shall lapse or terminate. Any action by the Committee pursuant to
this Section 8(g) may vary among individual Grantees and may vary among the Bonus Stock Awards held by any individual Grantee.
Notwithstanding the preceding provisions of this Section 8(g), the Committee may not take any action described in this Section
8(g) with respect to a Bonus Stock Award that has been granted to a Covered Employee if such Award has been designed to meet the
exception for performance-based compensation under Section 162(m) of the Code.


 


(h)
Notice of Election Under 83(b). Each Grantee making an election under Section 83(b) of the Code shall provide a copy thereof
to the Company within thirty (30) days of the filing of such election with the Internal Revenue Service.


 


9.
GENERAL PROVISIONS REGARDING AWARDS.


 


(a)
Form of Award Agreement. Each Award granted under the Plan shall be evidenced by a written Award Agreement in such form
(which need not be the same for each Grantee) as the Committee from time to time approves, but which is not inconsistent with
the Plan, including any provisions that may be necessary to assure that any Option that is intended to be an Incentive Stock Option
will comply with Section 422 of the Code.


 


(b)
Awards Criteria. In determining the amount and value of Awards to be granted, the Committee may take into account the responsibility
level, performance, potential, other Awards and such other considerations with respect to a Grantee as it deems appropriate. The
terms of an Award Agreement may provide that the amount payable as an Award may be adjusted for dividends or dividend equivalent.


 


(c)
Date of Grant. The date of grant of an Award will be the date specified by the Committee as the effective date of the grant
of an Award or, if the Committee does not so specify, will be the date on which the Committee makes the determination to grant
such Award. The Award Agreement evidencing the Award will be delivered to the Grantee with a copy of the Plan and other relevant
Award documents within a reasonable time after the date of grant.


 


(d)
Stock Price. The exercise price or other measurement of stock value relative to any Award shall be the price determined
by the Committee (but, if required by applicable law, shall be not less than the par value of the shares of Common Stock on the
date of grant of the Award). Unless otherwise determined by the Committee, the exercise price of any Option shall not be less
than 100% of the Fair Market Value of the shares of Common Stock for the date of grant of the Option; provided, however,
the exercise price of any Incentive Stock Option granted to a Ten Percent Shareholder shall not be less than 110% of the Fair
Market Value of the shares of Common Stock for the date of grant of the Option.


 


(e)
Period of Award. Awards shall be exercisable or payable within the time or times or upon the event or events determined
by the Committee and set forth in the Award Agreement. Unless otherwise provided in an Option Agreement, Options shall terminate
on (and no longer be exercisable or payable after) the earlier of: (i) ten (10) years from the date of grant of the Option; (ii)
for an Incentive Stock Option granted to a Ten Percent Shareholder, five (5) years from the date of grant of the Option; (iii)
three (3) months after the Optionee is no longer serving in any capacity as an Employee, Consultant or Director of the Company
for a reason other than the death or Disability of the Optionee; (iv) one (1) year after death of the Optionee; or (v) one (1)
year after Disability of the Optionee.


 




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(f)
Transferability of Awards. Awards granted under the Plan, and any interest therein, shall not be transferable or assignable
by the Grantee, and may not be made subject to execution, attachment or similar process, otherwise than by will or by the laws
of descent and distribution, and shall be exercisable or payable during the lifetime of the Grantee only by the Grantee; provided,
that the Grantee may designate persons who or which may exercise or receive his Awards following his death. Notwithstanding the
preceding sentence, Awards other than Incentive Stock Options may be transferred to such family members, family member trusts,
family limited partnerships and other family member entities as the Committee, in its sole discretion, may approve prior to any
such transfer. No such transfer will be approved by the Committee if the Common Stock issuable under such transferred Award would
not be eligible to be registered on Form S-8 promulgated under the Securities Act.


 


(g)
Acquisitions and Other Transactions. The Committee may, from time to time, approve the assumption of 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 awards 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 assumption 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.


 


(h)
Notice. If an Award involves an exercise, it may be exercised only by delivery to the Company of a written exercise agreement
approved by the Committee (which need not be the same for each Grantee), stating the number of shares of Common Stock being purchased,
the method of payment, and such other matters as may be deemed appropriate by the Company in connection with the issuance of shares
upon exercise of the Award, together with payment in full of any exercise price for any shares of Common Stock being purchased.
Such exercise agreement may be part of a Grantee’s Award Agreement.


 


(i)
Withholding Taxes. The Committee may establish such rules and procedures as it considers desirable in order to satisfy
any obligation of the Company to withhold the statutory prescribed minimum amount of federal or state income taxes or other taxes
with respect to the grant, exercise or payment of any Award under the Plan, including procedures for a Grantee to have shares
of Common Stock withheld from the total number of shares of Common Stock to be issued or purchased upon grant or exercise of an
Award. Prior to issuance of any shares of Common Stock, the Grantee shall pay or make adequate provision acceptable to the Committee
for the satisfaction of the statutory minimum prescribed amount of any federal or state income or other tax withholding obligations
of the Company, if applicable. Upon grant, exercise or payment of an Award, the Company shall withhold or collect from the Grantee
an amount sufficient to satisfy such tax withholding obligations.


 




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(j)
Exercise of Award Following Termination of Continuous Service.


 


(i)
An Award may not be exercised after the expiration date of such Award set forth in the Award Agreement and may be exercised following
the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement.


 


(ii)
Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service
for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last
day of the original term of the Award, whichever occurs first.


 


(iii)
Any Option designated as an Incentive Stock Option, to the extent not exercised within the time permitted by law for the exercise
of Incentive Stock Options following the termination of an Optionee’s Continuous Service, shall convert automatically to
a Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period
specified in the Option Agreement.


 


(iv)
The Committee shall have discretion to determine whether the Continuous Service of a Grantee has terminated and the effective
date on which such Continuous Service terminates and whether the Grantee’s Continuous Service terminated as a result of
the Disability of the Grantee.


 


(k)
Limitations on Exercise.


 


(i)
The Committee may specify a reasonable minimum number of shares of Common Stock or a percentage of the shares subject to an Award
that may be purchased on any exercise of an Award; provided, that such minimum number will not prevent a Grantee from exercising
the full number of shares of Common Stock as to which the Award is then exercisable.


 


(ii)
The obligation of the Company to issue any shares of Common Stock pursuant to the exercise of any Award or otherwise make payments
hereunder shall be subject to the condition that such exercise and the issuance and delivery of such shares and other actions
pursuant thereto comply with Section 409A of the Code, the Securities Act, all applicable state securities and other laws and
the requirements of any stock exchange or national market system upon which the shares of Common Stock may then be listed or quoted,
as in effect on the date of exercise. The Company shall be under no obligation to register the shares of Common Stock with the
Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any
state securities laws or stock exchange or quotation service, and the Company shall have no liability for any inability or failure
to do so.


 


(iii)
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant
at the time of any such exercise that the shares of Common Stock are being purchased only for investment and without any present
intention to sell or distribute such shares of Common Stock if, in the opinion of counsel for the Company, such a representation
is required by any securities or other applicable laws.


 







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(l)
Performance-Based Compensation. The Committee may designate any Award as “qualified performance-based compensation”
for purposes of Section 162(m) of the Code. Any Awards designated as “qualified performance-based compensation” shall
be conditioned on the achievement of any one or more performance criteria, and the measurement may be stated in absolute terms
or relative to individual performances, comparable companies, peer or industry groups or other standard indexes, and in terms
of Company-wide objectives or in terms of absolute or comparative objectives that relate to the performance of divisions, affiliates,
departments or functions within the Company or an Affiliate. Notwithstanding any other provision of the Plan, the Committee may
grant an Award that is not contingent on performance goals or is contingent on performance goals other than the performance criteria,
so long as the Committee has determined that such Award is not intended to satisfy the requirements for “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code.


 


10.
PRIVILEGES OF STOCK OWNERSHIP. Except as provided in the Plan with respect to Bonus Stock Awards, no Grantee will
have any of the rights of a shareholder with respect to any shares of Common Stock subject to an Award until such Award is properly
exercised and the purchased or awarded shares are issued and delivered to the Grantee, as evidenced by an appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company. No adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to such date of issuance and delivery, except as provided in the Plan.


 


11.
BREACH; ADDITIONAL TERMS. A breach of the terms and conditions of this Plan or established by the Committee pursuant
to the Award Agreement shall cause a forfeiture of the Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to the Award, including provisions pertaining to the termination
of the Grantee’s employment (by retirement, Disability, death or otherwise) prior to expiration of Forfeiture Restrictions
or other vesting provisions. Without limitation of the foregoing, the Committee has discretion to suspend vesting during a leave
of absence. Absent action by the Committee or to the extent otherwise required by law, vesting will be suspended during an unpaid
leave of absence. Such additional terms, conditions or restrictions shall also be set forth in an Award Agreement made in connection
with the Award.


 




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12.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.


 


(a)
Capital Adjustments. The number of shares of Common Stock (i) covered by each outstanding Award granted under the Plan,
the exercise, target or purchase price of each such outstanding Award, and any other terms of the Award that the Committee determines
requires adjustment and (ii) available for issuance under Section 4 shall be adjusted to reflect, as deemed appropriate by the
Committee, any increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split, reverse
stock split, combination, reclassification or similar change in the capital structure of the Company without receipt of consideration,
subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws;
provided, however, that a fractional share will not be issued upon exercise of any Award, and either (i) the value
of any fraction of a share of Common Stock that would have resulted will be cashed out at Fair Market Value and applied toward
the payment of the exercise price pursuant to Section 7(d) or, if applicable, toward the withholding due under Section 9(i), or
(ii) the number of shares of Common Stock issuable under the Award will be rounded up to the nearest whole number, as determined
by the Committee; and provided further that the exercise, target or purchase price may not be decreased to below the par
value, if any, for the shares of Common Stock as adjusted pursuant to this Section 12(a). Except as the Committee determines,
no issuance by the Company of shares of capital stock of any class, or securities convertible into shares of capital stock of
any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Award. Notwithstanding the foregoing provisions of this Section 12(a), no adjustment may be made by the Committee
with respect to an outstanding Award that would cause such Award and/or the Plan to become subject to Section 409A of the Code.


 


(b)
Dissolution or Liquidation. The Committee shall notify the Grantee at least twenty (20) days prior to any proposed dissolution
or liquidation of the Company. Unless specifically provided otherwise in an individual Award or Award Agreement or in a then-effective
written employment agreement between the Grantee and the Company or an Affiliate, to the extent that an Award has not been previously
exercised, if applicable, such Award shall terminate immediately prior to consummation of such dissolution or liquidation.


 


(c)
Change in Control. Unless specifically provided otherwise with respect to Change in Control events in an individual Award
or Award Agreement or in a then-effective written employment agreement between the Grantee and the Company or an Affiliate, if,
during the effectiveness of the Plan, a Change in Control occurs, the surviving entity or purchaser described in Section 2(g),
the “Purchaser”, shall either assume the obligations of the Company under the outstanding Awards or convert
the outstanding Awards into awards of at least equal value as to capital stock of the Purchaser. In the event such Purchaser refuses
to assume or substitute Awards pursuant to a Change in Control, each Award which is at the time outstanding under the Plan shall
(i) except as provided otherwise in an individual Award or Award Agreement, automatically become, subject to all other terms of
the Award or Award Agreement, fully vested and exercisable or payable, as appropriate, and be released from any repurchase or
forfeiture provisions, immediately prior to the specified effective date of such Change in Control, for all of the shares of Common
Stock at the time represented by such Award, (ii) the Forfeiture Restrictions applicable to all outstanding Bonus Stock Awards
shall lapse and shares of Common Stock subject to such Bonus Stock Awards shall be released from escrow, if applicable, and delivered
to the Grantees of the Awards free of any Forfeiture Restriction, and (iii) notwithstanding any contrary terms in the Award or
Award Agreement, expire on a date at least twenty (20) days after the Committee gives written notice to Grantees specifying the
terms and conditions of such termination.


 


To
the extent that a Grantee exercises an Award before or on the effective date of the Change in Control, the Company shall issue
all Common Stock purchased by exercise of that Award (subject to the Grantee’s satisfaction of the requirements of Section
9(i)), and those shares of Common Stock shall be treated as issued and outstanding for purposes of the Change in Control. Upon
a Change in Control, when the outstanding Awards are not assumed by the Purchaser, the Plan shall terminate and any unexercised
Awards outstanding under the Plan at that date shall terminate.


 




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13.
SHAREHOLDER APPROVAL. The Company shall obtain the approval of the Plan by the Company’s shareholders to the
extent required to satisfy Sections 162(m) or 422 of the Code or to satisfy or comply with any applicable laws or the rules of
any stock exchange or quotation service on which the Common Stock may be listed or quoted. No Award that is granted as a result
of any increase in the number of shares of Common Stock authorized to be issued under the Plan may be exercised or forfeiture
restrictions lapse prior to the time such increase has been approved by the shareholders of the Company.


 


14.
ADMINISTRATION. The Plan shall be administered by the Committee. The Committee shall interpret the Plan and any
Awards granted pursuant to the Plan and shall prescribe such rules and regulations in connection with the operation of the Plan
as it determines to be advisable for the administration of the Plan. The Committee may rescind and amend its rules and regulations
from time to time. The interpretation by the Committee of any of the provisions of the Plan or any Award granted under the Plan
shall be final and binding upon the Company and all persons having an interest in any Award or any shares of Common Stock purchased
or other payments received pursuant to an Award. Notwithstanding the authority hereby delegated to the Committee to grant Awards
to Employees, Directors and Consultants under the Plan, the Board shall have full authority, subject to the express provisions
of the Plan, to grant Awards to Employees, Directors and Consultants under the Plan, to interpret the Plan, to provide, modify
and rescind rules and regulations relating to it, to determine the terms and provision of Awards granted to Employees, Directors
and Consultants under the Plan and to make all other determinations and perform such actions as the Board deems necessary or advisable
to administer the Plan. No member of the Committee or the Board shall be liable for any action taken or determination made in
good faith with respect to the Plan or any Award granted hereunder.


 


15.
EFFECT OF PLAN. Neither the adoption of the Plan nor any action of the Board or the Committee shall be deemed to
give any Employee, Director or Consultant any right to be granted an Award or any other rights except as may be evidenced by the
Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only
to the extent and on the terms and conditions expressly set forth therein. The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right of the Board, the Committee or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger
or consolidation or other transaction involving the Company, any issue of bonds, debentures, or shares of preferred stock ranking
prior to or affecting the Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer
of all or any part of the Company’s assets or business, or any other corporate act or proceeding by or for the Company.
Nothing contained in the Plan or in any Award Agreement or in other related documents shall confer upon any Employee, Director
or Consultant any right with respect to such person’s Continuous Service or interfere or affect in any way with the right
of the Company or an Affiliate to terminate such person’s Continuous Service at any time, with or without cause.


 




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16.
NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS. Except as specifically provided in a retirement or other benefit
plan of the Company or an Affiliate, Awards shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or an Affiliate, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation.
The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act
of 1974, as amended.


 


17.
AMENDMENT OR TERMINATION OF PLAN. The Committee in its discretion may, at any time or from time to time after the
date of adoption of the Plan, terminate or amend the Plan in any respect, including amendment of any form of Award Agreement,
exercise agreement, or instrument to be executed pursuant to the Plan; provided, however, to the extent necessary
to comply with the Code, including Sections 162(m) and 422 of the Code, other applicable laws, or the applicable requirements
of any stock exchange or quotation service, the Company shall obtain shareholder approval of any Plan amendment in such manner
and to such a degree as required. No Award may be granted after termination of the Plan. Any amendment or termination of the Plan
shall not affect Awards previously granted, and such Awards shall otherwise remain in full force and effect as if the Plan had
not been amended or terminated, unless mutually agreed otherwise in a writing (including an Award Agreement) signed by the Grantee
and the Company.


 


18.
EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective June 6, 2019, which is the date of adoption of
the Plan by the Board. The Plan shall continue in effect for a term of ten (10) years from June 6, 2019 and terminate on June
5, 2029, unless sooner terminated by action of the Board.


 


19.
SEVERABILITY AND REFORMATION. The Company intends all provisions of the Plan to be enforced to the fullest extent
permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of the Plan
is too broad to be enforced as written, the court should reform the provision to such narrower scope as it determines to be enforceable.
If, however, any provision of the Plan is held to be wholly illegal, invalid, or unenforceable under present or future law, such
provision shall be fully severable and severed, and the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable
provision were never a part hereof, and the remaining provisions of the Plan shall remain in full force and effect and shall not
be affected by the illegal, invalid, or unenforceable provision or by its severance.


 


20.
GOVERNING LAW. The Plan and all issues or matters relating to the Plan shall be governed by, determined and enforced
under, and construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to the conflict
of law principles thereof.


 


21.
INTERPRETIVE MATTERS. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer
to the masculine, feminine, or neuter, and the singular shall include the plural, and visa versa. The term “include”
or “including” does not denote or imply any limitation. The captions and headings used in the Plan are inserted for
convenience and shall not be deemed a part of the Plan for construction or interpretation.


 




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