EXHIBIT 10.1



 


DIGIPATH,
INC.


 


Amended
and Restated


2012
Stock Incentive Plan


 


Initially
Adopted: March 5, 2012


 


Amended
and Restated: June 21, 2016


 


1.
General.


 


(a)
Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(b)
Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance
Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(c)
Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive
Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company
and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases
in value of the Common Stock through the granting of Awards.


 


2.
Administration.


 


(a)
Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan
to a Committee or Committees, as provided in Section 2(c).


 


(b)
Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(i)
To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how
each Award shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award
granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common
Stock pursuant to a Stock Award; (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted
to each such person; and (F) the Fair Market Value applicable to a Stock Award.


 


(ii)
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or
in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem
necessary or expedient to make the Plan or Award fully effective.


 


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


 




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(iv)
To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will
vest in accordance with the Plan, notwithstanding the provisions in the 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 Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)
To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments
relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring
the Plan or Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However,
except as provided in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing
requirements, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number
of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive
Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the
price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan,
or (E) expands the types of Awards available for issuance under the Plan. Except as provided above, rights under any Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of
the affected Participant, and (2) such Participant consents in writing.


 


(vii)
To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended
to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the
limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive
stock options” or (C) Rule 16b-3.


 


(viii)
To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but
not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that except with
respect to amendments that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any
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,
the Board may amend the terms of any one or more Awards without the affected Participant’s consent if necessary to maintain
the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the
Code.


 


(ix)
Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)
To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States.


 




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(c)
Delegation to Committee.


 


(i)
General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the
Board shall thereafter be to the Committee or subcommittee), 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 retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(ii)
Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance
with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.


 


(d)
Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall
not be subject to review by any person and shall be final, binding and conclusive on all persons.


 


(e)
Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reduce the
exercise price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options
or Stock Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value of the Common
Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an
action within twelve (12) months prior to such an event. Notwithstanding the foregoing, the Board or Committee shall have the
authority, without the approval of the Company’s stockholders, to cancel outstanding Options or Stock Appreciation Rights
that have an exercise price or strike price greater than the current Fair Market Value of the Common Stock in exchange only for
a nominal cash payment of consideration as necessary to effect a cancellation of the Award, provided that such cancellation is
not treated as a repricing under United States generally accepted accounting principles.


 


3.
Shares Subject to the Plan.


 


(a)
Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock
that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed Eleven Million Five Hundred Thousand
(11,500,000) shares.


 


(b)
Reversion of Shares to the Share Reserve. If any shares of common stock issued pursuant to a Stock Award are forfeited back
to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then
the shares that are forfeited shall revert to and again become available for issuance under the Plan. Any shares reacquired by
the Company pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance
under the Plan.


 


(c)
Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3 and, subject to the provisions of
Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options shall be Eleven Million Five Hundred Thousand (11,500,000) shares of Common
Stock.


 




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(d)
Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


4.
Eligibility.


 


(a)
Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the
Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however,
Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service
only to any “parent” of the Company, as such term is defined in Rule 405, unless the stock underlying such Stock Awards
is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards are granted pursuant
to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution requirements
of Section 409A of the Code.


 


(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 on the date of grant and the Option is not
exercisable after the expiration of five (5) years from the date of grant.


 


(c)
Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments,
at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Participant shall be
eligible to be granted during any calendar year Options, Stock Appreciation Rights and Other Stock Awards whose value is determined
by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on
the date the Stock Award is granted covering more than Eight Million Five Hundred Thousand (8,500,000) shares of Common Stock.


 


5.
Provisions relating to Options and Stock Appreciation Rights.


 


Each
Option or SAR shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates
are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type
of Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock
Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement
or Stock Appreciation Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable
Award Agreement or otherwise) the substance of each of the following provisions:


 


(a)
Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR shall be exercisable
after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.


 


(b)
Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price (or strike
price) of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject
to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be granted
with an exercise price (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject
to the Option or SAR if such Option or SAR is granted pursuant to an assumption of or substitution for another option or stock
appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if
applicable, 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 




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(c)
Purchase Price for Options. 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 Board in its sole discretion, by any combination of the methods
of payment set forth below. The Board 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 permitted methods of payment are as follows:


 


(i)
by cash, check, bank draft or money order payable to the Company;


 


(ii)
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance
of the stock subject to the Option, 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
issuable 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, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter
to the extent that (A) shares issuable upon exercise are reduced 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 Board.


 


(d)
Exercise and Payment of a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written
notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such
Stock Appreciation Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater
than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation
Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested
under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such
date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The
appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of
the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


 


(e)
Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs shall apply:


 




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(i)
Restrictions on Transfer. An Option or SAR shall not be transferable except by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board
may, in its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities
laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred
for consideration.


 


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


 


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


 


(f)
Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on
the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria)
as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section
5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option
or SAR may be exercised.


 


(g)
Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between
the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to
exercise such Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier
of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter
period specified in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the
Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within
the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.


 


(h)
Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause or upon the Participant’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 or
SAR shall terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive)
after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be
in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock
received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than
for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall terminate on the earlier of
(i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s
Continuous Service during which the exercise of the Option or SAR would not be in violation of the Company’s insider trading
policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.


 




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(i)
Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the
Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or
SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the
date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Award
Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination
of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award
Agreement (as applicable), the Option or SAR (as applicable) shall terminate.


 


(j)
Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii)
the Participant dies within the period (if any) specified in the Award Agreement after the termination of the Participant’s
Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right
to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s
death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such
longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such Option or SAR as set forth
in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified
herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.


 


(k)
Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, if a Participant’s
Continuous Service is terminated for Cause, the Option or SAR shall terminate upon the date on which the event giving rise to
the termination occurred, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the
time of such termination of Continuous Service.


 


(l)
Non-Exempt Employees. No Option or SAR granted to an Employee who 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 or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity
Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in which such Option or
SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement
(as such term may be defined in the Participant’s Award Agreement or in another applicable agreement or in accordance with
the Company’s then current employment policies and guidelines), any such vested Options and SARs may be exercised earlier
than six months following the date of grant. 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 or SAR will be exempt from his or her regular rate of pay.


 




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6.
Provisions of Stock Awards other than Options and SARs.


 


(a)
Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election,
shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating
to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner
as determined by the Board. The terms and conditions of 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; provided, however, that each
Restricted Stock Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the agreement
or otherwise) the substance of each of the following provisions:


 


(i)
Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable
to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future
services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)
Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company
in accordance with a vesting schedule to be determined by the Board.


 


(iii)
Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)
Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board
shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject
to the terms of the Restricted Stock Award Agreement.


 


(v)
Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the
same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided,
however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof
by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)
Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any,
to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration
to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in
any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law.


 


(ii)
Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 




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(iii)
Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any
combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit
Award Agreement.


 


(iv)
Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)
Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the
Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit
Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by
reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 


(vi)
Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit
Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


(c)
Performance Awards.


 


(i)
Performance Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the
attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the
completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be
conclusively determined by the Committee, in its sole discretion. The Board may provide for or, subject to such terms and conditions
as the Board may specify, may permit a Participant to elect for, the payment of any Performance Stock Award to be deferred to
a specified date or event. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board
may determine that cash may be used in payment of Performance Stock Awards.


 


(ii)
Performance Cash Awards. A Performance Cash Award is a cash award that may be paid contingent upon the attainment during a
Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period
of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have
been attained shall be conclusively determined by the Committee, in its sole discretion. The Board may provide for or, subject
to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash
Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which
may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such
portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.


 




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(iii)
Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with
respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish
the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier
of (a) the date ninety (90) days after the commencement of the applicable Performance Period, or (b) the date on which twenty-five
(25%) of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals
remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Performance Goals and
any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in
the value of the Common Stock). Notwithstanding satisfaction of any completion of any Performance Goals, to the extent specified
at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number
of Shares, Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction
of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its
sole discretion, shall determine.


 


(d)
Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common
Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less
than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock
Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the
Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock
Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other
Stock Awards and all other terms and conditions of such Other Stock Awards.


 


7.
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 reasonably required to satisfy such Stock Awards.


 


(b)
Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction
over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise
of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities
Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant
shall not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if
such grant or issuance would be in violation of any applicable securities law.


 


(c)
No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Participant to advise such
holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn
or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock
Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder
of such Stock Award.


 




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8.
Miscellaneous.


 


(a)
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.


 


(b)
Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award
to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received
or accepted by, the Participant.


 


(c)
Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has satisfied all requirements
for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such
Stock Award has been entered into the books and records of the Company.


 


(d)
No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder
or in connection with any Award granted pursuant thereto 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 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.


 


(e)
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 Optionholder 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).


 


(f)
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and
not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 




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(g)
Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means 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 Award; provided, however, 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 lesser amount
as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding
cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by
such other method as may be set forth in the Award Agreement.


 


(h)
Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or
document delivered electronically or posted on the Company’s intranet.


 


(i)
Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of
Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred
and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be
made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals
of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments,
following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent
with the provisions of the Plan and in accordance with applicable law.


 


(j)
Compliance with Section 409A. To the extent that the Board determines that any Award granted hereunder is subject to Section
409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the
consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted
in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement
specifically provides otherwise), if the Shares are publicly traded and a Participant holding an Award that constitutes “deferred
compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code,
no distribution or payment of any amount shall be made upon a “separation from service” before a date that is six
(6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of
the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death.


 


9.
Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and
maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c),
(iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 4(c) and 6(c)(i) ,
and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall
make such adjustments, and its determination shall be final, binding and conclusive.


 




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(b)
Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject
to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock
Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all
Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock
Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.


 


(c)
Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate
and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In
the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more
of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 


(i)
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company)
to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to,
an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii)
accelerate the vesting of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date
prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such
a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating
if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv)
arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v)
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective
time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may
consider appropriate; and


 


(vi)
make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in
connection with such exercise.


 


The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.


 


(d)
Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 




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10.
Termination or Suspension of the Plan.


 


(a)
Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan shall
automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the
Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while
the Plan is suspended or after it is terminated.


 


(b)
No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted
while the Plan is in effect except with the written consent of the affected Participant.


 


11.
Effective Date of Plan.


 


This
Plan became effective on the Effective Date.


 


12.
Choice of Law.


 


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


 


13.
Definitions. As used in the Plan, the following definitions shall apply to the
capitalized terms indicated below:


 


(a)
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the
time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.


 


(b)
“Award” means a Stock Award or a Performance Cash Award.


 


(c)
“Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of an Award.


 


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


 


(e)
“Capitalization Adjustment” means any change that is made in, or other events that occur with respect
to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration
by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company
shall not be treated as a Capitalization Adjustment.


 




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(f)
“Cause” shall have the meaning ascribed to such term in any written agreement between
the Participant and the Company defining such term and, in the absence of such agreement, such term shall mean, with respect to
a Participant, the occurrence of any of the following events that has a material negative impact on the business or reputation
of the Company: (i) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against
the Company; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or of any statutory duty owed to the Company; (iii) such Participant’s unauthorized use or disclosure of
the Company’s confidential information or trade secrets; or (iv) such Participant’s gross misconduct. The determination
that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company,
in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without
Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights
or obligations of the Company or such Participant for any other purpose.


 


(g)
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(i)
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account
of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of
the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities
in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through
the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject
Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase
or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company,
and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by
the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior
thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%)
of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more
than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such transaction;


 


(iii)
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;
or


 




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(iv)
individuals who, on the date the 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.


 


Notwithstanding
the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change
in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no
definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition
shall apply.


 


(h)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.


 


(i)
“Committee” means a committee of one or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c).


 


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


 


(k)
“Company” means DigiPath, Inc., a Nevada corporation.


 


(l)
“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate
to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service,
shall not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding
the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities
Act is available to register either the offer or the sale of the Company’s securities to such person.


 


(m)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant
renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant’s service with
the Company or an Affiliate, shall not terminate a Participant’s Continuous Service ; provided, however, if the Entity
for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion,
such Participant’s Continuous Service shall be considered to have terminated on the date such Entity ceases to qualify as
an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved
by the Board or Chief Executive Officer, including sick leave, military leave or any other personal leave, or (ii) transfers between
the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous
Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence
policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required
by law.


 




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(n)
“Corporate Transaction” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events:


 


(i)
the consummation of a sale or other disposition of all or substantially all, as determined by the Board, in its sole
discretion, of the consolidated assets of the Company and its Subsidiaries;


 


(ii)
the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)
the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation;
or


 


(iv)
the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation
but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted
or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities,
cash or otherwise.


 


(o)
“Covered Employee” shall have the meaning provided in Section 162(m)(3) of the Code.


 


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


 


(q)
“Disability” means, with respect to a Participant, the inability of such Participant to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as
provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical
evidence as the Board deems warranted under the circumstances.


 


(r)
“Effective Date” means the original effective date of the Plan, being March 5, 2012.


 


(s)
“Employee” means any person employed by the Company or an Affiliate. However, service solely as
a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes
of the Plan.


 


(t)
“Entity” means a corporation, partnership, limited liability company or other entity.


 


(u)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(v)
“Exchange Act Person” means any natural person, Entity or “group” (within
the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i)
the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or
any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company,
(iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity
Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of
stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of
the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 




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


 


(i)
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value
of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange
or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board
deems reliable.


 


(ii)
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination,
then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)
In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith
and in a manner that complies with Sections 409A and 422 of the Code.


 


(x)
“Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended
to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


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


 


(z)
“Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does
not qualify as an Incentive Stock Option.


 


(aa)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act.


 


(bb)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common
Stock granted pursuant to the Plan.


 


(cc)
“Option Agreement” means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(dd)
“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.


 


(ee)
“Other Stock Award” means an award based in whole or in part by reference to the Common Stock which
is granted pursuant to the terms and conditions of Section 6(d).


 




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(ff)
“Other Stock Award Agreement” means a written agreement between the Company and a
holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement
shall be subject to the terms and conditions of the Plan.


 


(gg)
“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.


 


(hh)
“Own,” “Owned,” “Owner,”
“Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,”
to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly
or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which
includes the power to vote or to direct the voting, with respect to such securities.


 


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


 


(jj)
“Performance Cash Award” means an award of cash granted pursuant to the terms and conditions of
Section 6(c)(ii).


 


(kk)
“Performance Criteria” means the one or more criteria that the Board shall select for purposes of
establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance
Goals may be based on any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings
per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation
and amortization; (iv) total stockholder return; (v) return on equity or average stockholder’s equity; (vi) return on assets,
investment, or capital employed; (vii) stock price; (viii) margin (including gross margin); (ix) income (before or after taxes);
(x) operating income; (xi) operating income after taxes; (xii) pre-tax profit; (xiii) operating cash flow; (xiv) sales or revenue
targets; (xv) increases in revenue or product revenue; (xvi) expenses and cost reduction goals; (xvii) improvement in or attainment
of working capital levels; (xiii) economic value added (or an equivalent metric); (xix) market share; (xx) cash flow; (xxi) cash
flow per share; (xxii) share price performance; (xxiii) debt reduction; (xxiv) implementation or completion of projects or processes;
(xxv) customer satisfaction; (xxvi) stockholders’ equity; (xxvii) capital expenditures; (xxiii) debt levels; (xxix) operating
profit or net operating profit; (xxx) workforce diversity; (xxxi) growth of net income or operating income; (xxxii) billings;
and (xxxiii) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance
selected by the Board.


 


(ll)
“Performance Goals” means, for a Performance Period, the one or more goals established by the Board
for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect
to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance
of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board
(i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals
at the time the Performance Goals are established, the Board shall appropriately make adjustments in the method of calculating
the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring
charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals; (3) to exclude
the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to
corporate tax rates; and (5) to exclude the effects of any “extraordinary items” as determined under generally accepted
accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit
due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for
such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the
degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.


 




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(mm)
“Performance Period” means the period of time selected by the Board 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 Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion
of the Board.


 


(nn)
“Performance Stock Award” means a Stock Award granted under the terms and conditions of Section
6(c)(i).


 


(oo)
“Plan” means this DigiPath, Inc. Amended and Restated 2012 Stock Incentive
Plan.


 


(pp)
“Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(a).


 


(qq)
“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of
a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement
shall be subject to the terms and conditions of the Plan.


 


(rr)
“Restricted Stock Unit Award” means a right to receive shares of Common Stock which
is granted pursuant to the terms and conditions of Section 6(b).


 


(ss)
“Restricted Stock Unit Award Agreement” means a written agreement between the Company
and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each
Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.


 


(tt)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
as in effect from time to time.


 


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


 


(vv)
“Stock Appreciation Right” or “SAR” means a right to receive
the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(ww)
“Stock Appreciation Right Agreement” means a written agreement between the Company and a holder
of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation
Right Agreement shall be subject to the terms and conditions of the Plan.


 




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(xx)
“Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive
Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right,
a Performance Stock Award or any Other Stock Award.


 


(yy)
“Stock Award Agreement” means a written agreement between the Company and a Participant evidencing
the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the
Plan.


 


(zz)
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent
(50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any
partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the
form of voting or participation in profits or capital contribution) of more than fifty percent (50%).


 


(aaa)
“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 any Affiliate.


 




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