WIZARD
WORLD, INC.


 


THIRD
AMENDED AND RESTATED 2011 INCENTIVE STOCK AND AWARD PLAN


 


	1.	Purpose
                                         of the Plan.



 


(a) This
2011 Incentive Stock and Award Plan (the “Plan”) is intended as an incentive to retain in the employ of and
as directors, officers, consultants, attorneys, advisors and employees to Wizard World, Inc., a Delaware corporation (the “Company”),
and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as
amended (the “Code”), persons of training, experience and ability, to attract new directors, officers, consultants,
attorneys, advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of the Company and its Subsidiaries.


 


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


 


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


 


	2.	Administration
                                         of the Plan.



 


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


 




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


 


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


 


		3.	Designation
                                         of Optionees and Grantees.



 


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


 




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(b) In
the absence of any date specified for grant, the Committee’s grant of Options or award of Restricted Stock shall be deemed
to have been made effective on the first business day of each March, June, September or December of any calendar year, or on such
other pre-determined dates as maybe set by the Committee (the “Pre-Determined Grant Dates”). Notwithstanding
the foregoing, the Committee may grant Options or award restricted Stock to any employee, officer, director, consultant, attorney
or advisor to the Company as an inducement to such person, in consideration for such person to enter into any agreement or to
provide to the Company, for prior services rendered, or for any other reason determined by the Committee for award, in its sole
discretion other than on a Pre-Determined Grant Date.


 


4. Stock
Reserved for the Plan. Subject to adjustment as provided in Section 8 hereof, a total of fifteen million (15,000,000) shares
of the Company’s common stock, par value $0.0001 per share (the “Stock”), shall be subject to the Plan. The
maximum number of shares of Stock that may be subject to Options shall conform to any requirements applicable to performance-based
compensation under Section 162(m) of the Code, if qualification as performance-based compensation under Section 162(m) of the
Code is intended. The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued
shares held by any Subsidiary of the Company, and such amount of shares of Stock shall be and is hereby reserved for such purpose.
Any of such shares of Stock that may remain unsold and that are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purposes of the Plan, but until termination of the Plan the Company shall at all times reserve
a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Option or Restricted Stock expire or be
canceled prior to its exercise or vesting in full or should the number of shares of Stock to be delivered upon the exercise or
vesting in full of any Option or Restricted Stock be reduced for any reason, the shares of Stock theretofore subject to such Option
or Restricted Stock may be subject to future Options or Restricted Stock under the Plan, except where such reissuance is inconsistent
with the provisions of Section 162(m) of the Code where qualification as performance-based compensation under Section 162(m) of
the Code is intended.


  




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




 


(a) Option
Price. The purchase price of each share of Stock purchasable under an Incentive Option shall be determined by the Committee
at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the
date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the
Fair Market Value per share of Stock on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified
Option shall be at least 100% of the Fair Market Value of such share of Stock on the date the Option is granted, unless the
Committee, in its sole and absolute discretion, determines to set the purchase price of such Nonqualified Option below Fair Market
Value. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market
Value” means:


 


	 	(i)	the
    closing price on the final trading day immediately prior to the grant of the Stock on (x) the principal securities exchange
    on which shares of Stock are listed (if the shares of Stock are so listed) or (y) on the NASDAQ Stock Market, OTC Markets
    or OTC Bulletin Board (if the shares of Stock are regularly listed or quoted on the NASDAQ Stock Market, OTC Markets or OTC
    Bulletin Board, as the case may be); or
	 	 	 
	 	(ii)	if
    not so listed or quoted, as applicable, the mean between the closing bid and asked prices of publicly traded shares of Stock
    in the over the counter market on the final trading day immediately prior to the grant of the Stock; or
	 	 	 
	 	(iii)	if
    such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the
    Company on the final trading day immediately prior to the grant of the Stock. Anything in this Section 5(a) to the contrary
    notwithstanding, in no event shall the purchase price of a share of Stock be less than the minimum price permitted under the
    rules and policies of any national securities exchange on which the shares of Stock are listed, as applicable;”


 


(b) Option
Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than five (5) years
after the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after
the date such Incentive Option is granted; and


 




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(c) Exercisability.


 


	 	(i)	Subject
    to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and conditions as shall
    be determined by the Committee at the time of grant; provided, however, that in the absence of any Option vesting
    periods designated by the Committee at the time of grant, Options shall vest and become exercisable in equal amounts on each
    fiscal quarter of the Company through the four (4) year anniversary of the date of grant; and provided further that
    no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the Exchange Act, and
    related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided under
    Rule 16b-3(d)(3).
	 	 	 
	 	(ii)	Upon
    the occurrence of a Change in Control (as hereinafter defined), the Committee may accelerate the vesting and exercisability
    of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion,
    the Committee may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate
    within a specified number of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect
    to each share of Company Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares
    immediately prior to such Change in Control over the exercise price per share of such Option; such amount shall be payable
    in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof,
    as the Committee shall determine in its sole discretion.
	 	 	 
	 	(iii)	For
    purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a
    “Change in Control” shall be deemed to have occurred if:


 


	 	(A)	a
    tender offer (or series of related offers) shall be made and consummated for the ownership of fifty percent (50%) or more
    of the outstanding voting securities of the Company, unless as a result of such tender offer more than fifty percent (50%)
    of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
    of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company
    or its Subsidiaries, and their affiliates;
	 	 	 
	 	(B)	the
    Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more
    than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation shall be owned in
    the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit
    plan of the Company or its Subsidiaries, and their affiliates;
	 	 	 
	 	(C)	the
    Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless
    as a result of such sale more than fifty percent (50%) of such assets shall be owned in the aggregate by the stockholders
    of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries
    and their affiliates; or


 




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


 


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


 


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


 




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


 


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


 


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


 




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(h) Termination
by Reason of Retirement.


 


	 	(i)	Unless
    otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary
    terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may
    thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the
    Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
    of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the
    expiration of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee
    dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to
    the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such death (or,
    if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option,
    whichever period is shorter.
	 	 	 
	 	(ii)	For
    purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the
    Company or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension
    plan or if no such pension plan, age 65, and “Early Retirement” shall mean retirement from active employment
    with the Company or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension
    plan or if no such pension plan, age 55.


 


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


 




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	 	(i)	In
    the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company
    or such Subsidiary for Cause (as defined below) any unexercised portion of any Option shall immediately terminate in its entirety.
    For purposes hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
    shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented
    by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental
    to the interests of the Company or any Subsidiary of the Company or that such Optionee has been accused of or convicted of
    an act of willful and material embezzlement or fraud against the Company or any Subsidiary of the Company or of a felony under
    any state or federal statute; provided, however, that it is specifically understood that Cause shall not include
    any act of commission or omission in the good faith exercise of such Optionee’s business judgment as a director, officer
    or employee of the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing,
    if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee,
    Cause shall have the meaning ascribed to it in such employment agreement.
	 	 	 
	 	(ii)	In
    the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for Cause or
    resigns as a director, officer or employee for Good Reason, the Option granted to such Optionee may be exercised by the Optionee,
    to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option
    may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee
    (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option
    otherwise expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided, however,
    if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f)
    shall control. For purposes of this Section 5(i), and unless otherwise defined in an employment agreement between the Company
    and the relevant Optionee, “Good Reason” shall exist upon the occurrence of the following:







 


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


 




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


 


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



 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


7. Term
of Plan. No Option or award of Restricted Stock shall be granted pursuant to the Plan on or after the date which is five (5)
years from the effective date of the Plan, but Options and awards of Restricted Stock theretofore granted may extend beyond that
date.


 


8. Capital
Change of the Company.


 


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


 


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


 




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


 


10. Taxes.


 


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


 


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


 


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


 


11. Effective
Date of Plan. The Plan shall be effective on May 9, 2011; provided, however, that if, and only if, certain options
are intended to qualify as Incentive Stock Options, the Plan must subsequently be approved by majority vote of the Company’s
stockholders no later than May 9, 2012, and further, that in the event certain Option grants hereunder are intended to qualify
as performance-based compensation within the meaning of Section 162(m) of the Code, the requirements as to stockholder approval
set forth in Section 162(m) of the Code are satisfied.


 




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12. Amendment
and Termination.


 


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


 


	 	(i)	materially
    increase the number of shares that may be issued under the Plan, except as is provided in Section 8;
	 	 	 
	 	(ii)	materially
    increase the benefits accruing to the Participants under the Plan;
	 	 	 
	 	(iii)	materially
    modify the requirements as to eligibility for participation in the Plan;
	 	 	 
	 	(iv)	decrease
    the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
    thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the
    date of grant thereof;
	 	 	 
	 	(v)	extend
    the term of any Option beyond that provided for in Section 5(b); or
	 	 	 
	 	(vi)	except
    as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing
    through cancellations and re-grants of new Options.


 


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


 


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


 


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


 


14. General
Provisions.


 


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


 




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


 


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


 


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


 


(e) Transferability
in accordance with SEC Release No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective April 7,
1999. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or
lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release
No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective April 7, 1999, and in particular in accordance
with that portion of such Release which expands Form S-8 to include stock option exercised by family members so that the rules
governing the use of Form S-8 (i) do not impede legitimate intra-family transfer of options and (ii) may facilitate transfer for
estate planning purposes, all as more specifically defined in Article III, Sections A and B thereto, the contents of which are
herewith incorporated by reference.


 


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


 


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


 




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