Exhibit 4.2


 


CANCER PREVENTION PHARMACEUTICALS,
INC.


 


2010 EQUITY INCENTIVE PLAN


 


		1.	Purposes of the Plan. The purposes of this Plan
are:



 


		·	to attract and retain the best available personnel for positions of substantial responsibility,



 


		·	to provide additional incentive to Employees, Directors and Consultants, and



 


		·	to promote the success of the Company’s business.



 


The Plan permits the
grant of Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock.


 


		2.	Definitions. As used herein, the following definitions
will apply:



 


(a)          “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


(b)          “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c)          “Award”
means, individually or collectively, a grant under the Plan of Options or Restricted Stock.


 


(d)          “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


(f)          “Change
in Control” means the occurrence of any of the following events:


 


(i)          Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the
stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change
in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will
not be considered a Change in Control; or


 




     


     


    

 


(ii)         Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be
in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Change in Control; or


 


(iii)        Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.


 


For purposes of this
Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the
avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the
Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the
same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(g)          “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(h)          “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation
committee of the Board, in accordance with Section 4 hereof.


 


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


 


(j)          “Company”
means Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation, or any successor thereto.


 




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(k)         “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity including
a member of an advisory committee.


 


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


 


(m)         “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance
with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(n)          “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


(o)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(p)          “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by
the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine
the terms and conditions of any Exchange Program in its sole discretion.


 


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


 


(i)          If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will
be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)         If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if
no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii)        In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 




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


 


(s)          “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 


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


 


(u)          “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(v)          “Participant”
means the holder of an outstanding Award.


 


(w)          “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


(x)          “Plan”
means this 2010 Equity Incentive Plan.


 


(y)          “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant
to the early exercise of an Option.


 


(z)          “Service
Provider” means an Employee, Director or Consultant.


 


(aa)         “Share”
means a share of the Common Stock, as adjusted in accordance with Section 9 of the Plan.


 


(bb)         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


		3.	Stock Subject to the Plan.



 


(a)            Stock
Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be
subject to Awards and sold under the Plan is 200,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.


 




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(b)          Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased
Shares (or for Awards other than Options the forfeited or repurchased Shares) which were subject thereto will become available
for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan
under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided,
however, that if Shares issued pursuant to Awards of Restricted Stock are repurchased by the Company or are forfeited to the Company
due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise
price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale
under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result
in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment
as provided in Section 11, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal
the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations
promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).


 


(c)          Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 


		4.	Administration of the Plan.



 


		(a)	Procedure.



 


(i)          Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii)         Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which Committee will be constituted to satisfy Applicable Laws.


 


(b)          Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)          to
determine the Fair Market Value;


 


(ii)         to
select the Service Providers to whom Awards may be granted hereunder;


 


(iii)        to
determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)         to
approve forms of Award Agreements for use under the Plan;


 


(v)          to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 




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(vi)         to
institute and determine the terms and conditions of an Exchange Program;


 


(vii)        to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)       to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable
foreign laws;


 


(ix)         to
modify or amend each Award (subject to Section 16(c) of the Plan), including but not limited to the discretionary authority
to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section
6(d));


 


(x)          to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 12;


 


(xi)         to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xii)        to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and


 


(xiii)      to
make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)          Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final
and binding on all Participants and any other holders of Awards.


 


5.            Eligibility.
Nonstatutory Stock Options and Restricted Stock may be granted to Service Providers. Incentive Stock Options may be granted only
to Employees.


 


		6.	Stock Options.



 


(a)          Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Options in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)          Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of
the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other
terms and conditions as the Administrator, in its sole discretion, will determine.


 




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(c)          Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options.
For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted,
the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation
will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.


 


(d)          Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years
from the date of grant or such shorter term as may be provided in the Award Agreement.


 


(e)           Option
Exercise Price and Consideration.


 


(i)          Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by
the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will
be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent
with, Code Section 424(a).


 


(ii)         Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii)        Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted
by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares
will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by
the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may
be reasonably expected to benefit the Company.


 




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		(f)	Exercise of Option.



 


(i)            Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.


 


An Option will be deemed
exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time)
from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is
exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued
in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until
the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares
subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 11 of the Plan.


 


Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


(ii)          Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
thirty (30) days of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than
the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date
of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination
the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate,
and the Shares covered by such Option will revert to the Plan.


 


(iii)         Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the Award
Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent
the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


 




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(iv)          Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following
the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on
the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the
Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant,
then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom
the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.
Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised
within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


		7.	Restricted Stock.



 


(a)          Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)          Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.


 


(c)          Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d)          Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.


 


(e)          Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or
at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.


 




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(f)          Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g)          Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h)          Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will revert to the Company and again will become available for grant under the Plan.


 


8.            Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be
construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will
be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant,
payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.


 


9.            Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent,
or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock
Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.


 


10.           Limited
Transferability of Awards.


 


 (a)          Unless
determined otherwise by the Administrator, Awards may not be sold, pledged,
assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution,
and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable,
such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701
of the Securities Act of 1933, as amended (the “Securities Act”).


 




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(b)          Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth
in Rule 12h-1(f) promulgated under the Exchange Act, an Option,
or prior to exercise, the Shares subject to the Option, may not be pledged,
hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put
equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the
Exchange Act, respectively), other than to (i) persons who are “family members” (as defined in Rule 701(c)(3) of the
Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death
or disability of the Participant. Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine
to permit transfers to the Company or in connection with a Change in Control or other acquisition transactions involving the Company
to the extent permitted by Rule 12h-1(f).


 


		11.	Adjustments; Dissolution or Liquidation; Merger or
Change in Control.



 


(a)          Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award.


 


(b)          Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)          Merger
or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator
determines (subject to the provisions of the proceeding paragraph) without a Participant’s consent, including, without limitation,
that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice
to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger
or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable
to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent
the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv)
(A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have
been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence
of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines
in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s
rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other
rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any
of the actions permitted under this subsection 11(c), the Administrator will not be obligated to treat all Awards, all Awards held
by a Participant, or all Awards of the same type, similarly.


 




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In the event that the
successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and
have the right to exercise all of his or her outstanding Options, including Shares as to which such Awards would not otherwise
be vested or exercisable, all restrictions will lapse, and, with respect to Awards with performance-based vesting, all performance
goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and
conditions met. In addition, if an Option is not assumed or substituted in the event of a merger or Change in Control, the Administrator
will notify the Participant in writing or electronically that the Option will be exercisable for a period of time determined by
the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period.


 


For the purposes of this
subsection 11(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger
or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of an Option, for each Share subject
to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in Control.


 


Notwithstanding anything
in this Section 11(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance
goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change
in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding anything
in this Section 11(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change
in control definition contained in the Award Agreement does not comply with the definition of “change of control” for
purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section
will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties
applicable under Code Section 409A.


 




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		12.	Tax Withholding.



 


(a)          Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).


 


(b)          Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash,
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as
the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to
the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which
the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 


13.           No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.


 


14.           Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


15.           Term
of Plan. Subject to Section 19 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated
under Section 16, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan,
or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance
under the Plan.


 


16.           Amendment
and Termination of the Plan.


 


(a)          Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 




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(b)          Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.


 


(c)          Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing
and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


17.          Conditions
Upon Issuance of Shares.


 


(a)          Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b)          Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


18.           Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not
have been obtained.


 


19.           Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 




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