KANNALIFE,
Inc.


2019
EQUITY INCENTIVE PLAN



Termination Date: August 14, 2029


1.     
General.


(a)              
Purposes. The purposes of the Plan are as follows:


(i)                
To provide additional incentive for selected Employees, Directors and Consultants to further the growth, development and
financial success of the Company by providing a means by which such persons can personally benefit through the ownership of capital
stock of the Company; and


(ii)             
To enable the Company to secure and retain key Employees, Directors and Consultants considered important to the long-term
success of the Company by offering such persons an opportunity to own capital stock of the Company.


(b)             
Eligible Stock Award Recipients. The persons eligible to receive Stock Awards under the Plan are the Employees,
Directors and Consultants of the Company and its Affiliates.


(c)              
Available Stock Awards. The following Stock Awards are available under the Plan: (i) Incentive Stock Options;
(ii) Nonstatutory Stock Options; (iii) Restricted Stock awards, (iv) Restricted Stock Units; (v) Stock Bonus awards; and (vi)
Performance-Based Awards.


2.     
Definitions.


(a)              
“Administrator” means the entity that conducts the general administration of the Plan as provided
herein. The term “Administrator” shall refer to the Board unless the Board has delegated administration to a Committee
as provided in Article 3.


(b)             
“Affiliate” means:


(i)                
with respect to Incentive Stock Options, any “parent corporation” or “subsidiary corporation” of
the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of
the Code, respectively; and


(ii)             
with respect to Stock Awards other than Incentive Stock Options, any entity described in paragraph (a) of this Section
2(b), plus any other corporation, limited liability company, partnership or joint venture, whether now existing or hereafter created
or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (1) the total combined voting
power of all outstanding voting securities or (2) the capital or profits interests of a limited liability company, partnership
or joint venture.


(c)              
“Award Shares” means the shares of Common Stock of the Company issued or issuable pursuant to a Stock Award,
including Option Shares issued or issuable pursuant to an Option.



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


(e)              
“Change in Control” shall mean:


(i)                
The direct or indirect sale or transfer, in a single transaction or a series of related transactions, by the stockholders
of the Company of voting securities, in which the holders of the outstanding voting securities of the Company immediately prior
to such transaction or series of transactions hold, as a result of holding Company securities prior to such transaction, in the
aggregate, securities possessing less than fifty percent (50%) of the total combined voting power all outstanding voting securities
of the Company or of the acquiring entity immediately after such transaction or series of related transactions;


(ii)             
A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders
of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding
Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately
after such merger or consolidation;


(iii)           
A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities
of the Company immediately prior to such merger hold as a result of holding Company securities prior to such transaction, in the
aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities
of the Company or of the acquiring entity immediately after such merger;


(iv)            
The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company
immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate,
securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of
the acquiring entity immediately after such transaction(s); or


(v)              
Any time individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that
if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority
vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered
as a member of the Incumbent Board.


(f)               
“Code” means the Internal Revenue Code of 1986, as amended.


(g)              
“Committee” means a committee appointed by the Board in accordance with Section 3(c).


(h)             
“Common Stock” means the shares of common stock of the Company.



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(i)                
“Company” means Kannalife, Inc., a Delaware corporation.


(j)                
“Consultant” means any consultant or adviser if:


(a)               
The consultant or adviser renders bona fide services to the Company or any Affiliate;


(b)              
The services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and 


(i)                
The consultant or adviser is a natural person who has contracted directly with the Company or any Affiliate to render such
services.


(k)             
“Covered Employee” means an Employee who is, or is likely to become, a “covered employee”
within the meaning of Section 162(m)(3) of the Code.


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


(m)           
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code and
as interpreted by the Administrator in each case.


(n)             
“Effective Date” shall have the meaning given in Section 18 herein.


(o)              
“Employee” means a regular employee of the Company or an Affiliate, including an Officer or Director,
who is treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified
by the Company or an Affiliate as: (i) leased from or otherwise employed by a third party, (ii) independent contractors,
or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as
an “Employee” (or as not an “Employee”) for purposes of this Plan shall not be altered retroactively even
if that classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. Neither
service as a Director nor receipt of a director’s fee shall be sufficient to make a Director an “Employee.”


(p)             
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.


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


(i)                
If the Common Stock is then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing
sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal
stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such
day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange
on the next preceding day for which a closing sale price is reported;



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(ii)             
If the Common Stock is not then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports
closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the
over-the-counter market on the date of valuation; or


(iii)           
If neither (i) nor (ii) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the
Administrator in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on all
interested parties.


(r)              
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.


(s)               
“Non-Employee Director” means a member of the Board who qualifies as a “Non-Employee Director”
as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor rule.


(t)               
“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


(u)             
“Officer” means any person who is an officer of the Company within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.


(v)              
“Option” means a stock option granted pursuant to the Plan.


(w)            
“Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of
the Plan and any rules and regulations adopted by the Administrator and incorporated therein.


(x)              
“Optionee” means the Participant to whom an Option is granted or, if applicable, such other person
who holds an outstanding Option.


(y)              
“Option Shares” means the shares of Common Stock of the Company issued or issuable pursuant to the
exercise of an Option.


(z)              
“Outside Director” means a Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or
an “affiliated corporation”, and does not receive remuneration from the Company or an “affiliated corporation,”
either directly or indirectly, 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.



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(aa)          
“Participant” means an Optionee or any other person to whom a Stock Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Stock Award.


(bb)         
“Performance-Based Award” means a Stock Award granted to selected Covered Employees pursuant to
Article 7, but which is subject to the terms and conditions set forth in Article 8.


(cc)           
“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing
the Performance Goal or Performance Goals for a Participant for a Performance Period. The Performance Criteria that will be used
to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciation
and amortization), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but
not limited to, operating cash flow and free cash flow), return on net assets, return on stockholders’ equity, return on
sales, gross or net profit margin, working capital, earnings per share and price per share of Common Stock, the achievement of
certain milestones, customer retention rates, licensing, partnership or other strategic transactions, obtaining a specified level
of financing for the Company, as determined by the Administrator, including the issuance of securities, or the achievement of
one or more corporate, divisional or individual scientific or inventive measures. Any of the criteria identified above may be
measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Administrator
shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such Participant.


(dd)         
“Performance Goals” means, for a Performance Period, the goals established in writing by the Administrator
for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance
Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division
or other operational unit, or an individual. The Administrator, in its discretion, may, within the time prescribed by Section
162(m) of the Code, adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the
dilution or enlargement of the rights of Participants (i) in the event of, or in anticipation of, any unusual or extraordinary
corporate item, transaction, event, or development, or (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring
events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.


(ee)           
“Performance Period” means the one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.


(ff)             
“Plan” means this 2019 Equity Incentive Plan.



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(gg)          
“Qualified Performance-Based Compensation” means any compensation that is intended to qualify as
“qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code


(hh)         
“Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 7(b) that is
subject to certain restrictions and may be subject to risk of forfeiture or repurchase.


(ii)             
“Restricted Stock Award Agreement” means a written or electronic agreement between the Company and
a Participant evidencing the terms and conditions of a Restricted Stock award. Each Restricted Stock Award Agreement shall be
subject to the terms and conditions of the Plan and any rules and regulations adopted by the Administrator and incorporated therein.


(jj)             
“Restricted Stock Unit” means a right to receive a share of Common Stock during specified time periods
granted pursuant to Section 7(c).


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


(ll)             
“Stock Award” means any right granted under the Plan, including an Option, a right to acquire Restricted
Stock, a Restricted Stock Unit, a Stock Bonus or a Performance-Based Award.


(mm)     
“Stock Award Agreement” means any written or electronic agreement, including an Option Agreement, Stock
Bonus Agreement, or Restricted Stock Award Agreement, between the Company and a holder of a Stock Award evidencing the terms and
conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the
Plan and any additional rules and regulations adopted by the Administrator and incorporated therein.


(nn)         
“Stock Bonus” means a payment in the form of shares of Common Stock, or as part of any bonus, deferred
compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Section 7(a).


(oo)          
“Stock Bonus Agreement” means a written or electronic agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Bonus. Each Stock Bonus Agreement shall be subject to the terms and conditions
of the Plan and any rules and regulations adopted by the Administrator and incorporated therein.


(pp)         
“Ten Percent Stockholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the
Code) 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.


(qq)         
“Termination of Service” means:



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(i)                
With respect to Stock Awards granted to a Participant in his or her capacity as an Employee, the time when the employer-employee
relationship between the Participant and the Company (or an Affiliate) is terminated for any reason, including, without limitation
a termination by resignation, discharge, death or retirement;


(ii)             
With respect to Stock Awards granted to a Participant in his or her capacity as a Director, the time when the Participant
ceases to be a Director for any reason, including without limitation a cessation by resignation, removal, failure to be reelected,
death or retirement, but excluding cessations where there is a simultaneous or continuing employment of the former Director by
the Company (or an Affiliate) and the Administrator expressly deems such cessation not to be a Termination of Service;


(iii)           
With respect to Stock Awards granted to a Participant in his or her capacity as a Consultant, the time when the contractual
relationship between the Participant and the Company (or an Affiliate) is terminated for any reason; and


(iv)            
With respect to Stock Awards granted to a Participant in his or her capacity as an Employee, Director or Consultant of
an Affiliate, when such entity ceases to qualify as an Affiliate under this Plan, unless earlier terminated as set forth above.


Notwithstanding
anything to the contrary herein set forth, a change in status from an Employee to a Consultant or from a Consultant to an Employee
shall not constitute a Termination of Service for the purposes hereof, if and to the extent so determined by the Administrator.
The Administrator, in its sole and absolute discretion, shall determine the effect of all other matters and issues relating to
a Termination of Service.


3.     
Administration.


(a)              
Administration by Board. The Plan shall be administered by the Administrator unless and until the Board delegates
administration to a Committee or an Officer, as provided in Section 3(c) below.


(b)             
Powers of the Administrator. The Administrator shall have the power, except as otherwise provided herein:


(i)                
To determine from time to time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when
and how the Stock Awards shall be granted; (C) what type or combination of types of Stock Awards will be granted; (D) the terms
and conditions of each Stock Award granted (which need not be identical), including, without limitation, the transferability or
repurchase of such Stock Awards or Award Shares issuable thereunder, as applicable, and the circumstances under which Stock Awards
become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time,
continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; and (E) the
number of Award Shares subject to a Stock Award that shall be granted to a Participant.


(ii)             
To construe and interpret the Plan and Stock Awards granted under it, and to make exceptions to any such provisions in
good faith and for the benefit of the Company, and to establish, amend and revoke rules and regulations for the Plan’s administration.
The Administrator, in the exercise of its power, may correct any defect, omission or inconsistency in the Plan or in any Stock
Award Agreement in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.



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(iii)           
To settle all controversies regarding the Plan and Stock Awards granted under it.


(iv)            
To accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part
thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it
may first be exercised or the time during which it will vest.


(v)              
To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations
under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


(vi)            
To submit any amendment to the Plan for stockholder approval.


(vii)         
To amend the Plan in any respect the Administrator deems necessary or advisable to provide Participants with the maximum
benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive
Stock Options or to bring the Plan or Incentive Stock Options granted under it into compliance therewith.


(viii)       
To amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable
than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Administrator
discretion; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless
(a) the Company requests the consent of the affected Participant, and (b) such Participant consents in writing. Notwithstanding
the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the
Administrator may amend the terms of any one or more Stock Awards if necessary to maintain the qualified status of the Stock Award
as an Incentive Stock Option or to bring the Stock Award into compliance with Section 409A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder.


(ix)            
To amend the Plan as provided in Section 16.


(x)              
To prescribe and amend the terms of the agreements or other documents evidencing Stock Awards made under this Plan (which
need not be identical).


(xi)            
To place such restrictions on the sale or other disposition of Award Shares as may be deemed appropriate by the Administrator.


(xii)         
To determine whether, and the extent to which, adjustments are required pursuant to Section 11.


(xiii)       
Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote
the best interests of the Company.



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(c)              
Delegation to a Committee.


(i)                
General. The Board may delegate administration of the Plan to a committee of the Board composed of not fewer
than two (2) members (the “Committee”). If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in the
Plan to the Administrator shall thereafter be deemed to be references to the Committee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan. Appointment of Committee members shall be effective
upon acceptance of appointment. In its sole discretion, the Board may at any time and from time to time exercise any and all rights
and duties of the Administrator under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or
Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion
of the Committee. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee
may only be filled by the Board.


(ii)             
Section 162(m) and Rule 16b-3 Compliance.  In the discretion of the Board, the Committee may consist
solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee
Directors, in accordance with Rule 16b-3 of the Exchange Act.  In addition, the Board or the Committee, in its discretion,
may (1) delegate to a committee of one or more members of the Board who need not be Outside Directors the authority to grant Stock
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 Stock Award, or (b) not persons with respect to whom the Company wishes to comply
with Section 162(m) of the Code, and/or (2) delegate to a committee of one or more members of the Board who need not be Non-Employee
Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.


(d)              
Delegation to an Officer.  The board may delegate to one or more Officers of the Company the authority
to do one or both of the following:  (i) designate Officers and Employees of the Company or any of its Affiliates to be recipients
of Stock Awards and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers
and Employees of the Company; provided, however, that the Board resolutions regarding such delegation shall specify the
total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may
not grant a Stock Award to himself or herself.  Notwithstanding anything to the contrary in this Section 3(d), the Board
may not delegate to an Officer authority to determine the Fair Market Value of the Common Stock.


(e)              
Effect of Change in Status. The Administrator shall have the absolute discretion to determine the effect
upon a Stock Award, and upon an individual’s status as an Employee, Consultant or Director under the Plan, including whether
a Participant shall be deemed to have experienced a Termination of Service or other change in status, and upon the vesting, expiration
or forfeiture of a Stock Award or Award Shares issuable in respect thereof, in the case of (i) a Termination of Service for cause,
(ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between the Company and any Affiliate or
between any Affiliates, (iii) any change in the Participant’s status from an Employee to a Consultant or member of the Administrator
of Directors, or vice versa, and (v) any Employee who becomes employed by any partnership, joint venture, corporation or other
entity not meeting the requirements of an Affiliate.



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(f)               
Determinations of the Administrator. All decisions, determinations and interpretations by the Administrator
regarding this Plan shall be final and binding on all Participants or other persons claiming rights under the Plan or any Stock
Award. The Administrator shall consider such factors as it deems relevant to making such decisions, determinations and interpretations
including, without limitation, the recommendations or advice of any Director, Officer or Employee of the Company and such attorneys,
consultants and accountants as it may select. A Participant or other holder of a Stock Award may contest a decision or action
by the Administrator with respect to such person or Stock Award only on the grounds that such decision or action was arbitrary
or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Administrator’s
decision or action was arbitrary or capricious or was unlawful.


(g)              
Arbitration. Any dispute or claim concerning any Stock Awards granted (or not granted) pursuant to the Plan
or any disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding and
confidential arbitration conducted pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”)
in the County of San Diego, California. In addition to any other relief, the arbitrator may award to the prevailing party recovery
of its attorneys’ fees and costs. By accepting a Stock Award, Participants and the Company waive their respective rights
to have any such disputes or claims tried by a judge or jury.


4.     
Shares Subject to the Plan; Overall Limitation.


(a)              
Shares Subject to the Plan. Subject to the provisions of Section 11 relating to adjustments upon changes in
stock, the Award Shares that may be issued pursuant to Stock Awards shall not exceed in the aggregate Seven Million Five Hundred
Thousand (7,500,000) shares of the Company’s Common Stock. Of such amount, One Million Five Hundred Thousand (7,500,000)
Award Shares may be issued pursuant to Incentive Stock Options. In the event that (a) all or any portion of any Stock Award granted
or offered under the Plan can no longer under any circumstances be exercised or otherwise become vested, or (b) any Award Shares
are reacquired by the Company which were initially the subject of a Stock Award Agreement, the Award Shares allocable to the unexercised
or unvested portion of such Stock Award, or the Award Shares so reacquired, shall again be available for grant or issuance under
the Plan.


(b)             
Individual Participant Limitations. Notwithstanding any provision in the Plan to the contrary, and subject to
Article 11 below, the maximum number of shares of Common Stock with respect to one or more Stock Awards that may be granted to
any one Participant during any calendar year shall be Two Million Five Hundred Thousand (2,500,000).



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5.     
Eligibility.


(a)              
General. Incentive Stock Options may be granted only to Employees; all other Stock Awards may be granted only
to Employees, Directors and Consultants. In the event a Participant is both an Employee and a Director, or a Participant is both
a Director and a Consultant, the Stock Award Agreement shall specify the capacity in which the Participant is granted the Stock
Award; provided, however, if the Stock Award Agreement is silent as to such capacity, the Stock Award shall be deemed to
be granted to the Participant as an Employee or as a Consultant, as applicable.


(b)             
Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the
exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date
of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.


6.     
Option Agreement Provisions.


Each
Option shall be granted pursuant to a written Option Agreement, signed by an Officer of the Company and by the Optionee, which
shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. The provisions
of separate Option Agreements need not be identical, but each Option Agreement shall include (through incorporation of the provisions
hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions (except to the extent
that any such provision indicates it is permissible rather than mandatory):


(a)              
Term. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date
of its grant or such shorter period specified in the Option Agreement; provided, however, that an Incentive Stock Option
granted to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).


(b)             
Exercise Price of an Option. Subject to the provisions of Section 5(b) regarding Incentive Stock Options granted
to Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than the Fair Market Value of
the Common Stock subject to the Option on the date the Option is granted. The Administrator shall determine the exercise price
of each Nonstatutory Stock Option. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price
lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Incentive Stock
Option is granted pursuant to an assumption of or substitution for another option in a manner consistent with the provisions of
Section 424(a) of the Code.


(c)              
Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid,
to the extent permitted by applicable law and as determined by the Administrator in its sole discretion, by any combination of
the methods of payment set forth below. The Administrator shall have the authority to grant Options that do not permit all of
the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require
the consent of the Company to utilize a particular method of payment. The methods of payment permitted by this Section 6(c) are:



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(i)                
by cash or check;


(ii)             
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Administrator that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


(iii)           
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


(iv)            
by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock
issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued;
provided, further, however, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable
thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares
are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;
or


(v)              
in any other form of legal consideration that may be acceptable to the Administrator.


(d)             
Transferability. The following restrictions on the transferability of Options shall apply:


(i)                
Restrictions on Transfer. An Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionee only by the Optionee; provided, however, that the Administrator
may, in its sole discretion, permit transfer of the Option to a revocable trust. Notwithstanding the foregoing, however, an Incentive
Stock Option shall not be transferable other than by will or the laws of descent and distribution, and shall be exercisable only
by the Optionee during the Optionee’s lifetime, except as otherwise permitted by the Administrator and by Sections 421,
422 and 424 of the Code and the regulations and other guidance thereunder.


(ii)             
Domestic Relations Orders. Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic
relations order; provided, however, that if an Option is an Incentive Stock Option, such Option shall be deemed to be a
Nonstatutory Stock Option as a result of such transfer.


(iii)           
Beneficiary Designation. Notwithstanding the foregoing, the Optionee may, by delivering written notice to
the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the
death of the Optionee, shall thereafter be the beneficiary of an Option with the right to exercise the Option and receive the
Common Stock or other consideration resulting from an Option exercise. In the absence of such a designation, the executor or administrator
of the Optionee’s estate shall be entitled to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.



    	 	12	 



     


    




(e)              
Vesting. Each Option shall vest and become exercisable in one or more installments, at such time or times and
subject to such conditions, including without limitation the achievement of specified performance goals or objectives established
with respect to one or more performance criteria, as shall be determined by the Administrator.


(f)               
Termination of Service. In the event of the Termination of Service of an Optionee for any reason (other than
for “Cause,” as defined in an Option Agreement, or upon the Optionee’s death or Disability), the Optionee may
exercise his or her Option, but only within such period of time as is set forth in the Option Agreement (and in no event later
than the expiration of the term of such Option as set forth in the Option Agreement). In the case of an Incentive Stock Option,
such exercise period provided in the Option Agreement shall not exceed three (3) months from the date of termination.


(g)              
Disability of Optionee. In the event of a Termination of Service of an Optionee as a result of the Optionee’s
Disability, the Optionee may exercise his or her Option within the period specified in the Option Agreement (in no event to exceed
twelve (12) months from the date of such termination in the case of an Incentive Stock Option), and only to the extent that the
Optionee was entitled to exercise the Option at the date of such termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement).


(h)             
Death of Optionee. In the event that (i) an Optionee’s Termination of Service occurs as a result of the
Optionee’s death, or (ii) an Optionee dies within the period (if any) specified in the Option Agreement after the Optionee’s
Termination of Service for a reason other than death, then, notwithstanding Section 6(f) above, the Option may be exercised (to
the extent the Optionee was entitled to exercise such Option as of the date of death) by the Optionee’s estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon
the Optionee’s death, but only within the period ending on the earlier of (i) the date that is twelve (12) months after
the date of Termination of Service, or (ii) the expiration of the term of such Option as set forth in the Option Agreement.


(i)                
Termination for Cause. In the event of the Termination of Service of an Optionee for Cause, except as otherwise
determined by the Administrator in the specific situation, all Options granted to such Optionee shall expire as set forth in the
Option Agreement.


(j)               
Extension of Termination Date. An Optionee’s Option Agreement may provide that if the exercise of the
Option following an Optionee’s Termination of Service (other than for Cause or upon the Optionee’s death or Disability)
would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements
under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months
after the termination of the Optionee’s Continuous Service during which the exercise of the Option would not be in violation
of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement.



    	 	13	 



     


    




(k)             
Non-Exempt Employees. Unless otherwise determined by the Administrator of Directors, no Option granted to an
Employee that is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable
for any shares of Common Stock until at least six months following the date of grant of the Option. The foregoing provision is
intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option
will be exempt from his or her regular rate of pay.


(l)                
Early Exercise. The Option may, but need not, include a provision whereby the Optionee may elect at any time
prior to a Termination of Service to exercise the Option as to any part or all of the Option Shares prior to the full vesting
of the Option. Any unvested Option Shares so purchased may be subject to an unvested share repurchase option in favor of the Company
or to any other restriction the Administrator determines to be appropriate.


7.                 
Provisions of Stock Awards Other Than Options.


(a)              
Stock Bonus Awards. Stock Bonus awards shall be made pursuant to Stock Bonus Agreements in such form and containing
such terms and conditions as the Administrator shall deem appropriate. The terms and conditions of Stock Bonus Agreements may
change from time to time, and the terms and conditions of separate Stock Bonus Agreements need not be identical, but each Stock
Bonus Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance
of each of the following provisions (except to the extent that any such provision indicates it is permissible rather than mandatory):


(i)                
Consideration. A Stock Bonus may be awarded in consideration for past services actually rendered to the Company
or an Affiliate for its benefit, provided that the Participant remains eligible to receive Stock Awards hereunder at the time
of the award.


(ii)             
Vesting. Award Shares issued pursuant to a Stock Bonus Agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Administrator.


(iii)           
Termination of Service. In the event of a Termination of Service, the Company may reacquire any or all of
the Award Shares held by the Participant which have or have not vested as of the date of termination under the terms of the Stock
Bonus Agreement.


(iv)            
Transferability. Unless otherwise determined by the Administrator, rights to acquire Award Shares under the
Stock Bonus Agreement shall not be transferable except by will or by the laws of descent and distribution, or, to the extent permitted
by the Administrator, to a revocable trust.


(b)             
Restricted Stock Awards. Each Restricted Stock award shall be made pursuant to a Restricted Stock Award Agreement
in such form and containing such terms and conditions as the Administrator shall deem appropriate. The terms and conditions of
the Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock
Award Agreements need not be identical, but each Restricted Stock Award Agreement shall include (through incorporation of provisions
hereof by reference in the agreement or otherwise) the substance of each of the following provisions (except to the extent that
any such provision indicates it is permissible rather than mandatory):



    	 	14	 



     


    




(i)                
Purchase Price. The purchase price under each Restricted Stock Award Agreement shall be such amount as the
Administrator shall determine and designate in such Restricted Stock Award Agreement, including no consideration or such minimum
consideration as may be required by applicable law.


(ii)             
Consideration. The purchase price of Common Stock acquired pursuant to the Restricted Stock Award Agreement,
if any, shall be paid either: (a) in cash at the time of purchase; (b) at the discretion of the Administrator, according to a
deferred payment or other similar arrangement with the Participant; or (c) in any other form of legal consideration that may be
acceptable to the Administrator in its discretion.


(iii)           
Vesting. Award Shares acquired under the Restricted Stock Award Agreement may, but need not, be subject to
a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Administrator.


(iv)            
Termination of Service. In the event of a Participant’s Termination of Service, the Company may repurchase
or otherwise reacquire any or all of the Award Shares held by the Participant which have or have not vested as of the date of
termination under the terms of the Restricted Stock Award Agreement.


(v)              
Transferability. Unless otherwise determined by the Administrator, rights to acquire Award Shares under the
Restricted Stock Award Agreement shall not be transferable except by will, by the laws of descent and distribution, or, to the
extent permitted by the Administrator, to a revocable trust.


(c)              
Restricted Stock Units. The Administrator is authorized to make Awards of Restricted Stock Units to any Participant
selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. At
the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested
and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. Alternatively, Restricted Stock Units
may become fully vested and nonforfeitable pursuant to the satisfaction of one or more Performance Goals or other specific performance
goals as the Administrator determines to be appropriate at the time of the grant of the Restricted Stock Units or thereafter,
in each case on a specified date or dates or over any period or periods determined by the Administrator. At the time of grant,
the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units which shall be no earlier
than the vesting date or dates of the Award and may be determined at the election of the Participant to whom the Award is granted.
On the maturity date, the Company shall transfer to the Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit that is vested and scheduled to be distributed on such date and not previously forfeited. The Administrator
shall specify the purchase price, if any, to be paid by the Participant to the Company for such shares of Stock. All Restricted
Stock Unit awards shall be subject to such additional terms and conditions as determined by the Administrator and shall be evidenced
by a written Stock Award Agreement.



    	 	15	 



     


    




8.                 
Performance-Based Awards.


(a)              
Purpose. The purpose of this Article 8 is to provide the Administrator the ability to qualify Stock Awards other
than Options as Qualified Performance-Based Compensation. If the Administrator, in its discretion, decides to grant a Performance-Based
Award to a Covered Employee, the provisions of this Article 8 shall control over any contrary provision contained in Article 7;
provided, however, that the Administrator may in its discretion grant Stock Awards to Covered Employees that are based
on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 8.


(b)             
Applicability. This Article 8 shall apply only to those Covered Employees selected by the Administrator to receive
Performance-Based Awards. The designation of a Covered Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered Employee as a Participant in any subsequent Performance
Period and designation of one Covered Employee as a Participant shall not require designation of any other Covered Employees as
a Participant in such period or in any other period.


(c)              
Procedures with Respect to Performance-Based Awards.  To the extent necessary to comply with the Qualified Performance-Based
Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Article 7 which may be
granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal year in question
or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m)
of the Code), the Administrator shall, in writing, (a) designate one or more Covered Employees, (b) select the Performance Criteria
applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may
be earned for such Performance Period, and (d) specify the relationship between Performance Criteria and the Performance Goals
and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the
completion of each Performance Period, the Administrator shall certify in writing whether the applicable Performance Goals have
been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the Administrator shall have
the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account
additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance
Period.


(d)             
Payment of Performance-Based Awards. Unless otherwise provided in the applicable Stock Award Agreement, a Participant
must be employed by the Company or a Parent or Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive payment pursuant to a Performance-Based Award
for a Performance Period only if the Performance Goals for such period are achieved.


(e)              
Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Covered
Employee and is intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings
issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section
162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.



    	 	16	 



     


    




9.                 
Covenants of the Company.


(a)              
Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times
the number of shares of Common Stock required to satisfy such Stock Awards.


(b)             
Compliance with Laws and Regulations. This Plan, the grant and exercise of Stock Awards thereunder, and the
obligation of the Company to sell, issue or deliver Award Shares under such Stock Awards, shall be subject to all applicable federal,
state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required.
The Company shall not be required to register in a Participant’s name or deliver any Award Shares prior to the completion
of any registration or qualification of such Shares under any federal, state or local law or any ruling or regulation of any government
body which the Administrator shall determine to be necessary or advisable. To the extent the Company is unable to or the Administrator
deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary or advisable for the lawful issuance and sale of any Award Shares hereunder, the Company shall be relieved
of any liability with respect to the failure to issue or sell such Award Shares as to which such requisite authority shall not
have been obtained. No Option shall be exercisable and no Award Shares shall be issued and/or transferable under any other Stock
Award unless a registration statement with respect to the Award Shares underlying such Stock Award is effective and current or
the Company has determined that such registration is unnecessary.


10.             
Use of Proceeds.


Proceeds
from the sale of Award Shares shall constitute general funds of the Company and shall be used for general operating capital of
the Company.


11.             
Adjustments Upon Change in Common Stock.


If
any change is made in the Common Stock subject to the Plan or subject to any Stock Award without the receipt of consideration
by the Company (through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, dividend in
property other than cash, stock split, reverse stock split, liquidating dividend, exchange of shares, change in corporate structure
or other distribution of the Company’s equity securities), the Plan and all outstanding Stock Awards will be appropriately
adjusted in the class and maximum number of shares subject to the Plan and the class and number of shares and price per share
of Common Stock subject to outstanding Stock Awards. Such adjustment shall be made by the Administrator, the determination of
which shall be final, binding and conclusive.


12.             
Adjustments Upon Change in Control.



    	 	17	 



     


    




(a)              
The Administrator shall have the discretion to provide in each Stock Award Agreement the terms and conditions that
relate to (i) vesting of such Stock Award in the event of a Change in Control, and (ii) assumption of such Stock Award Agreements
or issuance of comparable securities under an incentive program in the event of a Change in Control. The aforementioned terms
and conditions may vary in each Stock Award Agreement.


(b)             
If the terms of an outstanding Option Agreement provide for accelerated vesting in the event of a Change in Control,
or to the extent that an Option is vested and not yet exercised, the Administrator in its discretion may provide, in connection
with the Change in Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having
a value equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Optionee
would have received pursuant to the Change in Control transaction in exchange for the vested Option Shares issuable upon exercise
of the Option had the Option been exercised immediately prior to the Change in Control, and (y) the aggregate exercise price of
the vested Option Shares. If in such case the aggregate exercise price of the vested Option Shares is greater than or equal to
the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in
exchange for the vested Option Shares had the Option been exercised immediately prior to the Change in Control, then the Option
shall be cancelled and Optionee shall receive no payment for such Option Shares. Upon such purchase, exchange or cancellation,
the Option shall be terminated and Optionee shall have no further rights with respect to such Option.


(c)              
Outstanding Options shall terminate and cease to be exercisable upon consummation of a Change in Control except to
the extent that the Options are assumed by the successor entity (or parent thereof) pursuant to the terms of the Change in Control
transaction.


13.             
Acceleration of Exercisability and Vesting.


The
Administrator shall have the power to accelerate the time at which any or all Stock Awards may first be exercised or the time
during which any or all Stock Awards or any part thereof will vest in accordance with the Plan, notwithstanding the provisions
in any Stock Award stating the time at which it may first be exercised or the time during which it will vest. By approval of the
Plan, the Company’s stockholders consent to any such accelerations in the Administrator’s sole discretion.


14.             
Dissolution or Liquidation.


In
the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior
to such event.


15.             
Miscellaneous.


(a)              
Stockholder Rights. Neither a Participant nor any person to whom a Stock Award is transferred shall be deemed
to be the holder of, or to have any of the rights of a holder with respect to, any Award Shares unless and until such person has
satisfied all requirements for exercise of the Stock Award pursuant to its terms and the Company has duly issued a stock certificate
for such Award Shares.



    	 	18	 



     


    




(b)             
No Employment or Other Service Rights. Nothing in the Plan or any Stock Award Agreement shall confer upon any
Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was
granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without
notice and with or without Cause; (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement
with the Company or an Affiliate; or (iii) the service of a Director pursuant to the Bylaws or Certificate of Incorporation of
the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate
is incorporated, as the case may be.


(c)              
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at
the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company and any Affiliates) exceeds One Hundred Thousand Dollars ($100,000),
the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


(d)             
Withholding Obligations. The Company may, in its sole discretion, satisfy any federal, state or local tax withholding
obligation relating to a Stock Award by any of the following means (in addition to the Company’s right to withhold from
any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender
a cash payment; (ii)  withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable
to the Participant in connection with the Stock Award, provided that no shares of Common Stock are withheld with a value exceeding
the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of
the Stock Award as a liability); or (iii) by such other method as may be set forth in the Stock Award Agreement.


(e)              
Compliance with Section 409A of the Code. To the extent applicable, the Plan and Stock Award Agreements shall
be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
Effective Date (as defined in Section 18 below). Notwithstanding any provision of the Plan or Stock Award to the contrary, in
the event that following the Effective Date the Administrator determines that any Stock Award may be subject to Section 409A of
the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the
Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Stock Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that
the Administrator determines are necessary or appropriate to (i) exempt the Stock Award from Section 409A of the Code and/or preserve
the intended tax treatment of the benefits provided with respect to the Stock Award; or (ii) comply with the requirements of Section
409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation
any such regulations or other guidance that may be issued or amended after the Effective Date.



    	 	19	 



     


    




16.             
Amendment of the Plan.


(a)              
In General. The Administrator at any time, and from time to time, may amend the Plan. However, no amendment
shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of
the amendment where the amendment will:


(i)                
Increase the number of shares reserved for Stock Awards under the Plan, except as provided in Section 11 relating to adjustments
upon changes in Common Stock;


(ii)             
Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder
approval in order for the Plan to satisfy the requirements of Section 422 of the Code); or


(iii)           
Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy the
requirements of Section 422 of the Code.


(b)             
Amendment to Maximize Benefits. It is expressly contemplated that the Administrator may amend the Plan in any
respect the Administrator deems necessary or advisable to provide Participants with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring
the Plan and/or Incentive Stock Options granted under the Plan into compliance therewith.


(c)              
No Impairment. The rights and obligations under any Stock Award granted before any amendment of the Plan shall
not be altered or impaired by such amendment unless the Company requests the consent of the person to whom the Stock Award was
granted and such person consents in writing; provided, however, that notwithstanding anything to the contrary in
this Section 16 or elsewhere in this Plan, no such consent shall be required with respect to any amendment or alteration if the
Administrator determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order
for the Company, the Plan or the Stock Award to satisfy or conform to any law or regulation or to meet the requirements of any
accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that
any such diminishment has been adequately compensated.


17.             
Termination or Suspension of the Plan.


(a)              
Termination or Suspension. The Board may suspend or terminate the Plan at any time. Unless sooner terminated,
the Plan shall terminate on August 14, 2029 (which shall be within ten (10) years from the date the Plan is adopted by the Board
or approved by the stockholders of the Company, whichever is earlier), and no Stock Awards may be granted under the Plan while
the Plan is suspended or after it is terminated, but Stock Awards and Stock Award Agreements then outstanding shall continue in
effect in accordance with their respective terms.


(b)             
No Impairment. Rights and obligations under any Stock Award granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan, except as otherwise provided herein or with the consent of the person
to whom the Stock Award was granted.



    	 	20	 



     


    




18.             
Effective Date of Plan.


The
Plan became effective on August 14, 2019, which is the date that the Plan was originally adopted by the Board (the “Effective
Date”).


19.             
Non-Exclusivity of the Plan


Neither
the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as either may deem
desirable, including, without limitation, the granting of stock options or restricted stock otherwise than under this Plan, and
such arrangements may be either generally applicable or applicable only in specific cases.


20.             
Liability of the Company.


The
Company and the members of the Board shall not be liable to a Participant or any other persons as to: (a) the non-issuance or
non-transfer, or any delay of issuance or transfer, of any Award Shares which results from the inability of the Company to comply
with, or to obtain, or from any delay in obtaining from any regulatory body having jurisdiction, all requisite authority to issue
or transfer Award Shares if counsel for the Company deems such authority reasonably necessary for lawful issuance or transfer
of any such shares and, in furtherance thereof, appropriate legends may be placed on the stock certificates evidencing Award Shares
to reflect such transfer restrictions; and (b) any tax consequence expected, but not realized, by any Participant or other person
due to the receipt, exercise or settlement of any Option or other Stock Award granted hereunder.


21.             
Choice of Law.


The
laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan,
without regard to such state’s conflict of laws rules.


 



    	 	21	 



     


    




 


 


 


 


 


 


 


 


 


 


 


 


====================================================================


 


 


 


2019 EQUITY
INCENTIVE PLAN


 


OF


 


Kannalife,
Inc.


 


 


 


 


====================================================================


 


 


 


 


 


 


 




    	 	22	 



     


    



	1.   General.	1
	2.   Definitions.	1
	3.   Administration.	7
	4.   Shares
    Subject to the Plan; Overall Limitation.	10
	5.   Eligibility.	11
	6.   Option
    Agreement Provisions.	11
	7.   Provisions
    of Stock Awards Other Than Options.	14
	8.   Performance-Based
    Awards.	16
	9.   Covenants
    of the Company.	17
	10.   Use
    of Proceeds.	17
	11.   Adjustments
    Upon Change in Common Stock.	17
	12.   Adjustments
    Upon Change in Control.	17
	13.   Acceleration
    of Exercisability and Vesting.	18
	14.   Dissolution
    or Liquidation.	18
	15.   Miscellaneous.	18
	16.   Amendment
    of the Plan.	20
	17.   Termination
    or Suspension of the Plan.	20
	18.   Effective
    Date of Plan.	21
	19.   Non-Exclusivity
    of the Plan	21
	20.   Liability
    of the Company.	21
	21.   Choice
    of Law.	21







 






    	 	23	 



     


    

 


Stock
Option Agreement



(Incentive Stock Option
or Nonstatutory Stock Option)


Kannalife,
Inc. 2019 Equity Incentive Plan


Effective
as of August 14, 2019


Pursuant
to the Stock Option Grant Notice (“Grant Notice”) and this Option Agreement (“Option Agreement”),
Kannalife, Inc., a Delaware corporation (the “Company”) has granted to Optionee an option under its 2019 Equity
Incentive Plan (the “Plan”), to purchase the number of shares of the Company’s Common Stock indicated
in Optionee’s Grant Notice, at the exercise price indicated in such Grant Notice. This Option Agreement is incorporated
by reference into and made a part of the Grant Notice. Whenever capitalized terms are used in this Option Agreement, they shall
have the meaning specified (i) in the Plan, (ii) in the relevant Grant Notice, or (iii) below, unless the context clearly indicates
to the contrary.


The
details of the Option granted to Optionee are as follows:


1.                 
Term of Option. Subject to the maximum time limitations in Sections 5(b) and 6(a) of the Plan, the term of the Option
shall be the period commencing on the Date of Grant and ending on the Expiration Date (as defined in the Grant Notice), unless
terminated earlier as provided herein or in the Plan.


2.                 
Exercise Price. The Exercise Price of the Option granted hereby shall be as provided in the Grant Notice.


3.                 
Exercise of Option.


(a)      
The Grant Notice sets forth the rate at which the Option Shares shall become subject to purchase (“vest”) by
Optionee.


(b)      
In the event of a Change in Control of the Company, except as otherwise may be provided in the Plan or Grant Notice, the vesting
of the Option shall not accelerate, and the Option shall terminate if not exercised (to the extent then vested and exercisable)
at or prior to such Change in Control.


(c)      
Optionee shall exercise the Option, to the extent exercisable, in whole or in part, by sending written notice to the Company on
a Notice of Exercise in the form attached to the Grant Notice of his or her intention to purchase Option Shares hereunder, together
with a check in the amount of the full purchase price of the Option Shares to be purchased, or such other form of payment as permitted
by the Grant Notice. Except as otherwise consented to by the Company, Optionee shall not exercise the Option at any one time with
respect to less than five percent (5%) of the total Option Shares set forth in the Grant Notice unless Optionee exercises all
of the Option then vested and exercisable.


(d)      
If the Option is an Incentive Stock Option, by Optionee’s exercise of the Option, Optionee agrees that he or she will notify
the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued
upon exercise of the Option that occurs within two (2) years after the date of the Date of Grant or within one (1) year after
such shares of Common Stock are transferred upon exercise of the Option.


(e)      
Optionee agrees to complete and execute any additional documents which the Company reasonably requests that Optionee complete
in order to comply with applicable federal, state and local securities laws, rules and regulations.


(f)       
Subject to the Company’s compliance with all applicable laws, rules and regulations relating to the issuance of such Option
Shares and Optionee’s compliance with all the terms and conditions of the Grant Notice, this Option Agreement, and the Plan,
the Company shall promptly deliver the Option Shares to Optionee.


(g)      
Except as otherwise provided herein or in the Plan, the Option may be exercised during the lifetime of Optionee only by Optionee.


(h)      
In the event that Optionee is an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended
(i.e., a “Non-Exempt Employee”), Optionee may not exercise his or her Option until the later of (i)
the date that he or she shall have completed at least six (6) months of service to the Company measured from the Date of Grant
specified in Optionee’s Grant Notice, or (ii) the date set forth in the Grant Notice for when the Option is first exercisable.


4.                 
Exercise Prior to Vesting (“Early Exercise”). If expressly permitted by the Grant Notice and subject to
the provisions of this Option Agreement, Optionee may, at any time that is both (i) prior to a Termination of Service; and (ii)
prior to the Expiration Date, elect to exercise all or part of the Option, including the nonvested portion of the Option; provided,
however, that:


(a)      
a partial exercise of the Option shall be deemed to cover first any vested Option Shares and then the earliest vesting installment(s)
of unvested Option Shares;


(b)      
any Option Shares so purchased from installments which have not vested as of the date of exercise shall be subject to a purchase
option in favor of the Company, pursuant to an Early Exercise Stock Purchase Agreement in form satisfactory to the Company;


(c)      
Optionee shall enter into the Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting
as if no early exercise had occurred; and


(d)      
as provided in the Plan, if the Option is an Incentive Stock Option, to the extent that the aggregate Fair Market Value (determined
at the time of grant) of Common Stock with respect to which the Option plus all other Incentive Stock Options held by Optionee
are exercisable for the first time during any calendar year (under all plans of the Company and its Affiliates) exceeds One Hundred
Thousand Dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were
granted) shall be treated as Nonstatutory Stock Options.


5.                 
Option Not Transferable. The Option granted hereunder shall not be transferable in any manner other than as provided
in Section 6(d) of the Plan. More particularly (but without limiting the foregoing), the Option may not be assigned, transferred
(except as expressly provided in the Plan), pledged or hypothecated in any way, shall not be assignable by operation of law and
shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or
other disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.


6.                 
Termination of Option.


(a)      
To the extent not previously exercised, the Option shall terminate on the Expiration Date; provided, however, that except
as otherwise provided in this Section 6, the Option may not be exercised more than sixty (60) days after the Termination of
Service of Optionee for any reason (other than for Cause, as defined below, or upon Optionee’s death or Disability).
Within such sixty (60)-day period, except as may otherwise be specifically provided in this Option Agreement or any other
agreement between Optionee and the Company which has been approved by the Board, Optionee may exercise the Option only to the
extent the same was exercisable on the date of such termination and said right to exercise shall terminate at the end of such
period.


(b)      
In the event of the Termination of Service of Optionee as a result of Optionee’s Disability, the Option shall be exercisable
for a period of six (6) months from the date of such termination, but in no event later than the Expiration Date and only to the
extent that the Option was exercisable on the date of such termination.


(c)      
In the event of the Termination of Service of Optionee as a result of Optionee’s death, the Option shall be exercisable
by Optionee’s estate (or by the person who acquires the right to exercise the Option by will or by the laws of descent and
distribution) for a period of twelve (12) months from the date of such termination, but in no event later than the Expiration
Date and only to the extent that Optionee was entitled to exercise the Option on the date of death.


(d)      
In the event of the Termination of Service of Optionee for Cause (as defined below), unless otherwise determined by the Board,
(A) the Option shall expire as of the date of the first occurrence giving rise to such termination or upon the Expiration Date,
whichever is earlier; (B) Optionee shall have no rights with respect to any unexercised portion of the Option; and (C) any Option
Shares issued in respect of the exercise of the Option on or after the date of the first act and/or event constituting Cause shall
have occurred shall be deemed to have been issued in respect of an expired option, and shall thereupon be deemed null and void
ab initio, and Optionee shall have no claims to, or rights in, any such Option Shares. “Cause” means with respect
to Optionee, the occurrence of any of the following events, as reasonably determined by the Board in each case: (i) Optionee’s
commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any
state thereof; (ii) Optionee’s commission, or attempted commission, of, or participation in, a fraud or act of dishonesty
against the Company or any Affiliate, or any of their respective employees, officers or directors; (iii) Optionee’s intentional,
material violation of any contract or agreement between the Optionee and the Company or any Affiliate or of any statutory duty
owed to the Company or any Affiliate; (iv) Optionee’s unauthorized use or disclosure of the Company’s or an Affiliate’s
material confidential information or trade secrets; (v) Optionee’s gross misconduct in connection with Optionee’s
service to the Company or an Affiliate; or (vi) Optionee’s failure to promptly return all documents and other tangible items
belonging to the Company or its Affiliates in the Participant’s possession or control, including all complete or partial
copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents or information contained therein,
upon a Termination of Service for any reason. “Cause” shall not require that a civil judgment or criminal conviction
have been entered against, or guilty plea shall have been made by, Optionee regarding any of the matters referred to in clauses
(i) through (vi). Accordingly, the Board shall be entitled to determine “Cause” based on the its good faith belief.
If the Optionee is criminally charged with a felony or similar offense, that shall be a sufficient, but not a necessary, basis
for such a belief. Unless otherwise specifically provided in the Grant Notice, the foregoing definition of “Cause”
shall apply for all purposes relating to the Option, notwithstanding any employment or other agreement by and between Optionee
and the Company or any Affiliate thereof that defines a termination on account of “Cause” (or a term having similar
meaning).


(e)      
Notwithstanding the foregoing, the Option is subject to earlier termination upon a Change in Control, as provided in Section 3(b)
above and in Section 11 of the Plan, or upon the dissolution of the Company. If the Option will terminate in connection with a
Change in Control, the Company shall provide written notice to Optionee of a proposed transaction constituting a Change in Control,
not less than ten (10) days prior to the anticipated effective date of the proposed transaction.


(f)       
Notwithstanding anything herein to the contrary, no portion of any Option which is not exercisable by Optionee upon the Termination
of Service of such Optionee shall thereafter become exercisable, regardless of the reason for such termination, except as may
otherwise be specifically provided in this Option Agreement or any other agreement between Optionee and the Company which has
been approved by the Board.


7.                 
No Right to Continued Service. The Option does not confer upon Optionee any right to continue as an Employee or Director
of, or Consultant to, the Company or an Affiliate, nor does it limit in any way the right of the Company or an Affiliate to terminate
Optionee’s employment or other relationship with the Company or an Affiliate, at any time, with or without Cause.


8.                 
Notice of Tax Election. If Optionee makes any tax election relating to the treatment of the Option Shares under the
Internal Revenue Code of 1986, as amended, Optionee shall promptly notify the Company of such election.


9.                 
Acknowledgments of Optionee. Optionee acknowledges and agrees that:


(a)      
Although the Company has made a good faith attempt to qualify the Option as an incentive stock option within the meaning of Sections
421, 422 and 424 of the Code (if the Grant Notice provides that the Option is an Incentive Stock Option), the Company does not
warrant that the Option granted herein constitutes an “incentive stock option” within the meaning of such sections,
or that the transfer of Option Shares will be treated for federal income tax purposes as specified in Section 421 of the Code.


(b)      
Optionee shall notify the Company in writing within fifteen (15) days of each disposition (including a sale, exchange, gift or
a transfer of legal title) of the Option Shares made within two years after the issuance of such Option Shares.


(c)      
If the Grant Notice provides that the Option is an Incentive Stock Option, Optionee understands that if, among other things, he
or she disposes of any Option Shares granted within two years of the granting of the Option to him or her or within one year of
the issuance of such shares to him or her, then such Option Shares will not qualify for the beneficial treatment which Optionee
might otherwise receive under Sections 421 and 422 of the Code.


(d)      
Optionee and his or her transferees shall have no rights as a shareholder with respect to any Option Shares until the date of
the issuance of a stock certificate evidencing such Option Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 10 of the Plan.


(e)      
Certificates representing Option Shares acquired pursuant to the exercise of Incentive Stock Options shall be imprinted with the
following legend:


THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK
OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE
PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO THE LATER OF (A) TWO YEARS AFTER THE
DATE OF GRANT OF SUCH ISO, OR (B) ONE YEAR AFTER THE DATE OF EXERCISE OF SUCH ISO. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER
ANY OF THE SHARES PRIOR TO SUCH DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION
IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER'S
NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.


10.             
Withholding Obligations. Whenever Option Shares are to be issued under the Option Agreement, the Company shall have
the right to require Optionee to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to issuance and/or delivery of any certificate or certificates for such Option Shares.


11.             
No Obligation to Notify. The Company shall have no duty or obligation to Optionee to advise Optionee as to the time
or manner of exercising the Option. Furthermore, except as specifically set forth herein or in the Plan, the Company shall have
no duty or obligation to warn or otherwise advise Optionee of a pending termination or expiration of the Option or a possible
period in which the Option may not be exercised. The Company has no duty or obligation to minimize the tax consequences of the
Option granted to Optionee.


12.             
Miscellaneous.


(a)      
This Option Agreement shall bind and inure to the benefit of the parties’ heirs, legal representatives, successors and permitted
assigns.


(b)      
This Option Agreement, the Grant Notice and the Plan, constitute the entire agreement between the parties pertaining to the subject
matter contained herein and they supersede all prior and contemporaneous agreements, representations and understandings of the
parties. No supplement, modification or amendment of this Option Agreement shall be binding unless executed in writing by all
of the parties. No waiver of any of the provisions of this Option Agreement shall be deemed or shall constitute a waiver of any
other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. In the event there exists any conflict or discrepancy between any of the terms
in the Plan and this Option Agreement, the terms of the Plan shall be controlling. A copy of the Plan has been delivered to Optionee
and also may be inspected by Optionee at the principal office of the Company.


(c)      
Should any portion of the Plan, the Grant Notice or this Option Agreement be declared invalid and unenforceable, then such portion
shall be deemed to be severable from this Option Agreement and shall not affect the remainder hereof.


(d)      
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified; (ii) three (3) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the Company at its principal executive office, and to
Optionee at the address set forth in the Company’s records, or at such other address as the Company or Optionee may designate
by ten (10) days advance written notice to the other party hereto.


(e)      
This Option Agreement shall be construed according to the laws of the State of Delaware.