Exhibit
10.1


 


DIRECT
COMMUNICATION SOLUTIONS, INC.


AMENDED
AND RESTATED 2017 STOCK PLAN


 


		1.	Establishment,
Purpose and Term Of Plan.



 


1.1
Establishment. This Direct Communication Solutions, Inc. Amended and Restated 2017 Stock Plan (the “Plan”)
is hereby established effective as of April        , 2019.


 


1.2
Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group (as defined below) and
its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group
and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve
this purpose by providing for Awards in the form of Options, Restricted Stock Purchase Rights, and Restricted Stock Bonuses (each as
defined below). The Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including
any amendments or replacements of such section), and the Plan shall be so construed.


 


1.3
Term of Plan. The Plan shall continue in effect until its termination by the Board (as defined below); provided, however, that
all Awards shall be granted, if at all, within ten (10) years from October 5, 2017.


 


		2.	Definitions
                                            and Construction.



 


2.1
Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:


 


(a)
“Award” means an Option, Restricted Stock Purchase Right, or Restricted Stock Bonus granted under the Plan.


 


(b)
“Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth
the terms, conditions and restrictions of the Award granted to the Participant.


 


(c)
“Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board
to administer the Plan, “Board” also means such Committee(s).


 






     


     


    

 


(d)
“Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the
Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents
or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies
(including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s
unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating
Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential
or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s
reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written
notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by
the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured
pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere)
of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability
to perform his or her duties with a Participating Company.


 


(e)
“Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award
by the Participant’s Award Agreement or written contract of employment or service, the occurrence of any of the following:


 


(i)
an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in
which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect
beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote
generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(v)(iii), the entity to which
the assets of the Company were transferred (the “Transferee”), as the case may be; or


 


(ii)
the liquidation or dissolution of the Company.


 


For
purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership
of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case
may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to
determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related,
and its determination shall be final, binding and conclusive.


 


(f)
“Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative
guidelines promulgated thereunder.


 


(g)
“Committee” means the compensation committee or other committee or subcommittee of the Board duly appointed
to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically
limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.


 


(h)
“Company” means Direct Communication Solutions, Inc., a Delaware corporation, or any successor corporation
thereto.


 






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(i)
“Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or
a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which
such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in
reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.


 


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


 


(k)
“Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable to
the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness
or injury of the Participant.


 


(l)
“Employee” means any person treated as an employee (including an Officer or a Director who is also treated
as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who
is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s
fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise
of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of
the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations
by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law
or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.


 


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





 






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(n)
“Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by
the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein,
subject to the following:


 


(i)
If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share
of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or market system constituting
the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If
the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which
the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such
other appropriate day as shall be determined by the Board, in its discretion. For greater certainty, if the Stock is listed for trading
on the Canadian Securities Exchange the Company must not grant stock options with an exercise price lower than the greater of the closing
market prices of the underlying securities on (a) the trading day prior to the date of grant of the stock options; and (b) the date of
grant of the stock options.


 


(ii)
If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by
its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.


 


(o)
“Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies
as an incentive stock option within the meaning of Section 422(b) of the Code.


 


(p)
“Insider” means an Officer, a Director or other person whose transactions in Stock are subject to Section 16
of the Exchange Act.


 


(q)
“Insider Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer
or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess
material, nonpublic information regarding the Company or its securities.


 


(r)
“Net-Exercise” means a procedure by which the Participant will be issued a number of whole shares of Stock
upon the exercise of an Option determined in accordance with the following formula:


 


N
= X(A-B)/A, where


 


“N”
= the number of shares of Stock to be issued to the Participant upon exercise of the Option;


 


“X”
= the total number of shares with respect to which the Participant has elected to exercise the Option;


 


“A”
= the Fair Market Value of one (1) share of Stock determined on the exercise date; and


 


“B”
= the exercise price per share (as defined in the Participant’s Award Agreement)


 


(s)
“Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which
does not qualify as an Incentive Stock Option.


 








(t)
“Officer” means any person designated by the Board as an officer of the Company.


 


(u)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 




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(v)
“Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the
direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty
percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more
subsidiaries of the Company).


 


(w)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined
in Section 424(e) of the Code.


 





(x)
“Participant” means any eligible person who has been granted one or more Awards.


 


(y)
“Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.


 


(z)
“Participating Company Group” means, at any point in time, all entities collectively which are then Participating
Companies.


 


(aa)
“Related Person” means, for an issuer, (i) a director or executive officer of the issuer or of a related entity
of the issuer; (ii) an associate of a director or executive officer of the issuer or of a related entity of the issuer; or (iii) a permitted
assign of a director or executive officer of the issuer or of a related entity of the issuer.


 


(bb)
“Restricted Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 





(cc)
“Restricted Stock Bonus” means Stock granted to a Participant pursuant to Section 7.


 


(dd)
“Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section
7.


 


(ee)
“Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or
regulation.


 


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


 









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(gg)
“Service” means a Participant’s employment or service with the Participating Company Group, whether in
the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall
not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change
in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of
the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant
takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided
by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the
commencement of such leave the Participant’s Service shall be deemed to have terminated, unless
the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise
designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining
vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the Participant’s
Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant
performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether
the Participant’s Service has terminated and the effective date of and reason for such termination.


 


(hh)
“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.


 


(ii)
“Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as
defined in Section 424(f) of the Code.


 


(jj)
“Ten Percent Stockholder” means a person who, at the time an Award is granted to such person, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning
of Section 422(b)(6) of the Code.


 


(kk)
“Vesting Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction
of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 






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		3.	Administration.



 


3.1 Administration
by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement
or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall
be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in
the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by
the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than
determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons
having an interest therein.


 


3.2 Authority of Officers. Any Officer shall have the
authority to act on behalf of the Company with respect to any
matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided
the Officer has apparent authority with respect to such matter, right, obligation, determination or election.


 


3.3
Powers of the Board.  In addition to any other powers set forth in the Plan and subject to the provisions of the Plan,
the Board shall have the full and final power and authority, in its discretion:


 


(a)
to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject
to each Award;


 


(b)
to determine the type of Award granted;


 


(c)
to determine the Fair Market Value of shares of Stock or other property;





 


(d)
to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant
thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment
for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection
with any Award or shares acquired pursuant thereto, including by the withholding or delivery of shares of Stock, (iv) the timing, terms
and conditions of the exercisability or vesting of any Award or shares acquired pursuant thereto, (v) the time of expiration of any Award,
(vi) the effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and
restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;


 


(e)
to approve one or more forms of Award Agreement;


 


(f)
to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto; except if the Stock is listed on the Canadian Securities Exchange, the operation of this subparagraph shall
be suspended unless otherwise approved in writing by the Canadian Securities Exchange;


 


(g)
to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including
with respect to the period following a Participant’s termination of Service;


 


(h)
to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate
the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and


 


(i) to correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award
Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may
deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.


 






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3.4
Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of
equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance
with the requirements, if any, of Rule 16b-3.


 


3.5
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees
of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority
to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the
Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend
the same.


 


3.6
Option or SAR Repricing. The Board shall not have the authority, without additional approval by the stockholders of the Company,
to approve a program providing for either (a) the cancellation of outstanding Options having exercise prices per share greater than the
then Fair Market Value of a share of Stock (“Underwater Awards”) and the grant in substitution for Underwater Awards of new
Options covering the same or a different number of shares but having a lower exercise price per share then on the original grant date,
or payments in cash, or (b) the substitution of other Awards for Underwater Awards.


 


		4.	Shares
Subject to Plan.



 


4.1
Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of
Stock that may be issued under the Plan shall be 4,100,000 and shall consist of authorized but unissued or reacquired shares of Stock
or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired
pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an amount not greater than
the Participant’s exercise or purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited
or repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time
as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California
Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise
of all outstanding Awards (together with options outstanding under any other stock plan of the Company) and the total number of shares
provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage
limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the
Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.


 






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The
number of shares of Stock that may be issued under the Plan will automatically increase on January 1st of each year, commencing on January
1st 2020 and ending on (and including) January 1, 2027, to an amount equal to 29.99% of the total number of shares of capital stock outstanding
on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year
to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the number of shares
of Stock that may be issued under the Plan will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the
preceding sentence. For the purpose of clarity, the number of shares of Stock that may be issued under the Plan shall not be reduced
pursuant


the
terms of this paragraph.


 


4.2
Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the
requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without
receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company
in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards,
in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share of any outstanding Awards in order
to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority
of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”),
the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment,
the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair
and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this
Section shall be rounded down to the nearest whole number, and the exercise price per share shall be rounded up to the nearest whole
cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any,
of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and
conclusive.


 




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		5.	Eligibility
and Option Limitations.



 


5.1
Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2
Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than
one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been
granted an Award, to be granted an additional Award.


 


5.3
Incentive Stock Option Limitations.


 


(a)
Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Section
4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options
shall not exceed 4,100,000 (the “ISO Share Limit”). The maximum aggregate number of shares of Stock that may
be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance
with Section 4.1, subject to adjustment as provided in Section 4.2.


 


(b)
Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee.
Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock
Option.


 


(c)
Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock
plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar
year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed
such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options
shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the
time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth
in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options
as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory
Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option
the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock
Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.


 






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		6.	Stock
Options.



 


Options
shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from
time to time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be
subject to the following terms and conditions:


 


6.1
Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however,
that (a) the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective
date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall have an exercise price per share
less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding
the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower
than the minimum exercise price set forth (but not less than the Fair Market Value if the Stock is listed on the Canadian Securities
Exchange) above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying


under
the provisions of Section 424(a) of the Code.


 


6.2
Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award
Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable
after the expiration of five (5) years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified
by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant
of the Option, unless earlier terminated in accordance with its provisions.


 


6.3
Payment of Exercise Price.


 


(a)
Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the
Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise
price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the
assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise
of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time
to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”) provided that if the
Stock is listed on the Canadian Securities Exchange such Cashless Exercise shall be subject to prior written approval of the Canadian
Securities Exchange, (iv) by delivery of a properly executed notice electing a Net-Exercise, (v) by such other consideration as may be
approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may
at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment
of the exercise price or which otherwise restrict one or more forms of consideration.


 






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(b)
Limitations on Forms of Consideration.


 


(i)
Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised
by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant
for more than six (6) months or such other period, if any, required by the Company (and were not used for another Option exercise by
attestation during such period) or were not acquired, directly or indirectly, from the Company.


 


(ii)
Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise,
including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available
to other Participants.


 


6.4
Effect of Termination of Service.


 


(a)
Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer
exercise period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to
the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is
then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate:


 


(i)
Disability.  If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the
Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after
the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s
term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).


 


(ii)
Death.  If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised
and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any
time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event
no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the
Participant dies within three (3) months after the Participant’s termination of Service.


 


(iii)
Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is
terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.


 




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(iv)
Other Termination of Service.  If the Participant’s Service terminates for any reason, except Disability, death or Cause,
the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of ninety (90) days after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


(b)
Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the
exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below,
the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented
by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration
Date.


 


6.5
Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or
the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale,
exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board,
in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable
subject to the applicable limitations, if any, described in Rule 701 under the Securities Act, and the General Instructions to Form S-8
Registration Statement under the Securities Act.


 


		7.	Restricted
Stock Awards.



 


Restricted
Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase
Right and the number of shares of Stock subject to the Award, in such form as the Board shall from time to time establish. Award Agreements
evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:


 


7.1
Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus
or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including,
without limitation, upon the attainment of one or more performance goals.


 


7.2
Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established
by the Board in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving
shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating
Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish
consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than
the par value of the shares of Stock subject to a Restricted Stock Award.


 






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7.3
Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Board, which shall
in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right.


 


7.4
Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock
being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such
other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (c) by any combination
thereof.


 


7.5
Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject
to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as
shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired
pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged,
assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 7.8. The Board, in its discretion,
may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to
any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions
of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day
on which the sale of such shares would not violate the Insider Trading Policy. Upon request by the Company, each Participant shall execute
any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate
legends evidencing any such transfer restrictions.


 


7.6
Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.5 and any Award Agreement, during any
period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have
all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all
dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares
of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section
4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant
is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as
the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were
made.


 


7.7
Effect of Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock
Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares
acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of
the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant
pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination
of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company.


 






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7.8
Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution.
All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime
only by such Participant or the Participant’s guardian or legal representative.


 


		8.	Standard
Forms of Award Agreements.



 


8.1
Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate
form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate form
of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms, including electronic media,
as the Board may approve from time to time.


 


8.2
Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of
Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms
of Award Agreement are not inconsistent with the terms of the Plan.


 


		9.	Change
in Control.



 


9.1
Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code, if applicable,
the Board may provide for any one or more of the following:


 


(a)
Accelerated Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control,
may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection with
such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions,
including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such extent as the Board
shall determine.


 






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(b) Assumption,
Continuation or Substitution of Awards.  In the event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award
or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or
portion thereof a substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section, if so
determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in
Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement,
for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of
the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the
Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award, for each
share of Stock, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received
by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock
pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market
Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value
of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the
Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall
terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the
foregoing, shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the
Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement
evidencing such Award except as otherwise provided in such Award Agreement.


 


(c)
Cash-Out of Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine
that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in
Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the
Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a
party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal
to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced by the exercise or purchase
price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock pursuant to the Change
in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of
the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment
of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding
taxes, if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following
the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards.


 


9.2
Federal Excise Tax Under Section 4999 of the Code.


 


(a)
Excess Parachute Payment.  If any acceleration of vesting pursuant to an Award and any other payment or benefit received
or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization
of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, then,
provided such election would not subject the Participant to taxation under Section 409A of the Code, the Participant may elect, in his
or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.


 


(b)
Determination by Independent Accountants. To aid the Participant in making any election called for under Section 9.2(a),
no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment”
to the Participant as described in Section 9.2(a), the Company shall request a determination in writing by independent public accountants
selected by the Company (the “Accountants”). As soon as practicable thereafter, the Accountants shall determine
and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the
greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the
Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The
Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this
Section 9.2(b).


 


		10.	Tax
Withholding.



 


10.1
Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require
the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make
adequate provision for, the federal, state, local and foreign taxes (including any social insurance tax), if any, required by law to
be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have
no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to an Award Agreement until
the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.


 


10.2
Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to
a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having
a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company
Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed
the amount determined by the applicable minimum statutory withholding rates.


 






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		11.	Compliance
                                            with Securities Law.



 


The grant of Awards
and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon
which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a
registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the
shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the
Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.


 


		12.	Amendment
                                            or Termination of Plan.



 


The Board may amend, suspend or terminate
the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change
in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval
of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market
system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding
Award unless expressly provided by the Board. No amendment, suspension or termination of the Plan may adversely affect any then outstanding
Award without the consent of the Participant; provided, however, that notwithstanding any other provision of the Plan or
any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend
the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming
the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to,
Section 409A of the Code.


 


		13.	Miscellaneous
                                            Provisions.



 


13.1 Repurchase Rights. Shares
issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the
Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase
right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon
request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of
shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 






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13.2 Provision
of Information. The Company shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the
Securities Act and any financial information required to be provided to Participants under applicable law.


 


13.3 Rights
as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan
shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right
of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating
Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that
the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.


 


13.4 Rights
as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date
of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
such shares are issued, except as provided in Section 4.2 or another provision of the Plan.


 


13.5 Delivery
of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock
acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following:
(a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing
such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c)
by delivering such shares of Stock to the Participant in certificate form.


 


13.6 Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


13.7 Retirement
and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards shall be included
as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s
retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation
shall be taken into account in computing such benefits.


 


13.8 Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and
enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired
thereby.


 


13.9 No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s
or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets;
or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary
or appropriate.


 


13.10 Choice of Law. Except to
the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement
shall be governed by the laws of the State of California, without regard to its conflict of law


rules.


 


13.11 Stockholder Approval. The
Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized
Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a)
a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the
first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section 25008 of the California
Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved
by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in
the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the
manner described in the preceding sentence.


 


13.12
Escrow. Prior to listing on the Canadian Securities Exchange, all securities issued to Related Persons are required to be subject
to an escrow agreement pursuant to National Policy 46-201. In addition, where convertible securities (such as stock options, common share
purchase warrants, special warrants, convertible debentures or notes) are issued less than 18 months before listing and exercisable or
convertible into listed shares at a price that is less than the issuance price per security under a prospectus offering or other financing
or acquisition made contemporaneously with the listing application then the underlying security will be subject to escrow with releases
scheduled at periods specified under National Policy 46- 201.


 




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PLAN HISTORY


 


	October 5, 2017	 	Board adopts Plan, with an initial reserve of 3,500,000 shares.
	 	 	 
	October 5, 2017	 	Stockholders of the Company approve Plan.
	 	 	 
	April 5, 2019	 	Board adopts Amended Plan, with an initial reserve of 4,100,000 shares.
	 	 	 
	April         , 2019	 	Stockholders of the Company approve Amended Plan.










 






     


    	 



    

 


THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE
NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT
OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



 


DIRECT COMMUNICATION SOLUTIONS,
INC.


STOCK OPTION AGREEMENT


 


Direct
Communication Solutions, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the
“Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is
attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set
forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to
the terms and conditions of the Direct Communication Solutions, Inc. Amended and Restated 2017 Stock Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar
with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) accepts the Option subject to all of the
terms and conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Option Agreement or the
Plan.


 


		1.	Definitions
                                            and Construction.



 


1.1 Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of
this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 




     


    	 



    

 


		2.	Tax
                                            Consequences.



 


2.1 Tax
Status of Option. This Option is intended to have the tax status designated in the Grant Notice.


 


(a) Incentive
Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning
of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant
should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary
to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.
(NOTE TO PARTICIPANT: If the Company permits the exercise of the Option more than three (3) months after the date on which you cease
to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code),
and the Option is so exercised, the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to
the extent required by Section 422 of the Code.)


 


(b) Nonstatutory
Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated
as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2 ISO
Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent
that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the
Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a
Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will
be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options are taken into
account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with
respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section,
such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to
the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In
the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option
first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT:
If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the
aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock
option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the
``Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 




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		3.	Administration.



 


All questions of interpretation concerning
the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration
of the Plan or the Option shall be determined by the Board. All such determinations by the Board shall be final, binding and conclusive
upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations
taken or made by the Board in the exercise of its discretion pursuant to the Plan or the Option or other agreement thereunder (other than
determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having
an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation,
or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with
respect to such matter, right, obligation, or election.


 


		4.	Exercise
                                            of the Option.



 


4.1 Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date and prior
to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of
shares previously acquired upon exercise of the Option, subject to the Company’s repurchase rights set forth in Section 11. 
In no event shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.


 


4.2 Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such
manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party
administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise
Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant
and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other
means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator
designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise
the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements
as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option
Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section
6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option
shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price.


 




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 4.3 Payment of Exercise Price.




 


(a) Forms of
Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of
shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent, (ii) if permitted
by the Company, by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Participant having
a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b),
provided that if the Stock is listed on the Canadian Securities Exchange such Cashless Exercise shall be subject to prior written
approval of the Canadian Securities Exchange, (iv) if permitted by the Company, by means of a Net-Exercise, or (v) by any
combination of the foregoing. For greater certainty, if the Stock is listed for trading on the Canadian Securities Exchange the
Company must not grant stock options with an exercise price lower than the greater of the closing market prices of the underlying
securities on (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock
options.


 


(b) Limitations
on Forms of Consideration.


 


(i) Tender
of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership,
of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than
six (6) months or such other period, if any, required by the Company (and not used for another option exercise by attestation during such
period) or were not acquired, directly or indirectly, from the Company.


 


(ii) Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of
a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure
approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated
from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in
the Company’s sole and absolute discretion, to establish, decline to approve, or terminate any such program or procedure, including
with respect to the Participant notwithstanding that such program or procedures may be available to others.


 


4.4
Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company,
the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to
make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to
satisfy the federal, state, local and foreign tax (including any social insurance tax) withholding obligations of the Participating Company
Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax
withholding obligations of the Participating Company Group have been satisfied by the Participant.


 






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4.5 Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for
the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a
certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable,
in the names of the heirs of the Participant.


 


4.6 Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the
Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market
system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement
under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise
of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued
in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS
CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT
BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue
or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option,
the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the
Company.


 


4.7 Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


		5.	Nontransferability
                                            of the Option.



 


During the lifetime of
the Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal
representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will
or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7,
may be exercised by the Participant’s legal representative or by any person empowered to do so under the deceased
Participant’s will or under the then applicable laws of descent and distribution.


 




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		6.	Termination
                                            of the Option.



 


The Option shall terminate and may no
longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business
on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or
(c) a Change in Control to the extent provided in Section 8.


 


		7.	Effect
                                            of Termination of Service.



 


7.1 Option
Exercisability. Upon the Participant’s termination of Service, (i) the right pursuant to the Option to purchase any shares of
Stock that are not Vested Shares shall terminate immediately, and (ii) the right pursuant to the Option to purchase any Vested Shares
shall be exercisable after such termination only during the applicable time period as determined below and thereafter shall terminate.


 


(a) Disability. If
the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable
for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


(b) Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable
for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative
or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration
Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3)
months after the Participant’s termination of Service.


 


(c) Termination for Cause.
Notwithstanding any other provision of this Option Agreement, if the Participant’s Service is terminated for Cause, the Option shall
terminate in its entirety and cease to be exercisable immediately upon such termination of Service.


 


(d) Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of ninety (90) days after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


7.2 Extension
if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of the
Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall
remain exercisable until the later of (a) thirty (30) days after the date such exercise first would no longer be prevented by such
provisions or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration
Date.


 






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		8.	Effect
                                            of Change in Control.



 


In the event of a
Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as
the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full
force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any
portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or
any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to
the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option
immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination
thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that
if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the
Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control.
If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or
delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control
on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. If
the Option is neither assumed nor substituted for by the Acquiror in connection with the Change in Control, the Option shall
terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the
Option is not exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the
Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares
shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.


 


		9.	Adjustments
                                            for Changes in Capital Structure.



 


Subject
to any required action by the stockholders of the Company and requirements of Sections 409A and 424 of the Code to the extent
applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse
stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of
the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock
(excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent
dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any
convertible securities of the Company shall not be treated as “effected without receipt of consideration by the
Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest
whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased
to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Board,
and its determination shall be final, binding and conclusive.


 






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		10.	Rights
                                            As a Stockholder, Director, Employee or Consultant.



 


The Participant shall have no rights as a
stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has
been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and
acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option
Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way
with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or
Consultant, as the case may be, at any time.


 


		11.	Right
                                            of First Refusal.



 


11.1 Grant
of Right of First Refusal. Except as provided in Section 11.7 and Section 16 below, in the event the Participant, the Participant’s
legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or
otherwise dispose of any Vested Shares (the “Transfer Shares”) to any person or entity, including, without limitation,
any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject
to the conditions set forth in this Section 11 (the “Right of First Refusal”).


 


11.2 Notice
of Proposed Transfer. Prior to any proposed transfer of the Transfer Shares, the Participant shall deliver written notice (the “Transfer
Notice”) to the Company describing fully the proposed transfer, including the number of Transfer Shares, the name and address
of the proposed transferee (the “Proposed Transferee”) and, if the transfer is voluntary, the proposed transfer
price, and containing such information necessary to show the bona fide nature of the proposed transfer. In the event of a bona fide gift
or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market Value of the Transfer Shares, as determined
by the Board in good faith. If the Participant proposes to transfer any Transfer Shares to more than one Proposed Transferee, the Participant
shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by
both the Participant and the Proposed Transferee and must constitute a binding commitment of the Participant and the Proposed Transferee
for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal.


 


11.3 Bona Fide
Transfer. If the Company determines that the information provided by the Participant in the Transfer Notice is insufficient to
establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Participant written notice of the
Participant’s failure to comply with the procedure described in this Section 11, and the Participant shall have no right to
transfer the Transfer Shares without first complying with the procedure described in this Section 11. The Participant shall not be
permitted to transfer the Transfer Shares if the proposed transfer is not bona fide.


 






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11.4
Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the
right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the
purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right
of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise
or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect
the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer
Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with
respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and
the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice
within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed
Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in
cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described
in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the
Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal
and any accrued interest canceled.


 


11.5 Failure to
Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent
as the Company and the Participant otherwise agree) within the period specified in Section 11.4 above, the Participant may conclude
a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided
such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall
have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company)
that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No
Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and
has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the
Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First
Refusal and shall require compliance by the Participant with the procedure described in this Section 11.


 


11.6 Transferees
of Transfer Shares. All transferees of the Transfer Shares or any interest therein, other than the Company, shall be required as
a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold
such Transfer Shares or interest therein subject to all of the terms and conditions of this Option Agreement, including this Section
11 providing for the Right of First Refusal with respect to any subsequent transfer. Any sale or transfer of any shares acquired
upon exercise of the Option shall be void unless the provisions of this Section 11 are met.


 


11.7 Transfers
Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired
upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received
pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right
of First Refusal unless the provisions of Section 11.9 below result in a termination of the Right of First Refusal.


 






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11.8 Assignment
of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there
has been an attempted transfer, to one or more persons as may be selected by the Company.


 


11.9 Early
Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall
terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless the Acquiror assumes the Company’s
rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option,
or (b) the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market”
shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)
such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial
journal or the Canadian Securities Exchange.


 


		12.	Stock
                                            Distributions Subject to Option Agreement.



 


If, from time to time, there is any
stock dividend, stock split or other change, as described in Section 9, in the character or amount of any of the outstanding stock of
the corporation the stock of which is subject to the provisions of this Option Agreement, then in such event any and all new, substituted
or additional securities to which the Participant is entitled by reason of the Participant’s ownership of the shares acquired upon
exercise of the Option shall be immediately subject to the Right of First Refusal with the same force and effect as the shares subject
to the Right of First Refusal immediately before such event.


 


		13.	Notice
                                            of Sales Upon Disqualifying Disposition.



 


The
Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option
Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a)
promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the
Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date
of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant
disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized
by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in
the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately
after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any
certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to
notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall
continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 






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		14.	Legends.



 


The Company may at any time place
legends referencing the Right of First Refusal and any applicable federal, state or foreign securities law restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the
Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates
may include, but shall not be limited to, the following:


 


14.1 “THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE
IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SUCH ACT.”


 


14.2 “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL OPTION IN FAVOR
OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S
PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”


 


14.3 “THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK
OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE
PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE
HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE
TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER
THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL
TRANSFERRED AS DESCRIBED ABOVE.”


 


14.4
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT
IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]” OR UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE],
AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


		15.	Lock-Up
                                            Agreement.



 


The Participant hereby
agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by the
Company pursuant to an effective registration statement filed under the Securities Act, the Participant shall not offer, sell,
contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of
stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such
registration statement as may be established by the underwriter for such public offering; provided, however, that such period of
time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection
with such public offering. The foregoing limitation shall not apply to shares registered in the public offering under the Securities
Act. The Participant hereby agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing
within a reasonable timeframe if so requested by the Company.


 






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		16.	Restrictions
                                            on Transfer of Shares.



 


No shares acquired upon exercise
of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant),
assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner which violates any of the provisions
of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books
any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as
owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have
been so transferred.


 


		17.	Miscellaneous
                                            Provisions.



 


17.1 Termination
or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in
Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any
unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with
any applicable law or government regulation, including, but not limited to Section 409A of the Code. No amendment or addition to
this Option Agreement shall be effective unless in writing. If the Stock is listed on the Canadian Securities Exchange, the
operation of this subparagraph shall be suspended unless otherwise approved in writing by the Canadian Securities Exchange.


 


17.2 Compliance with
Section 409A. The Company intends that income realized by the Participant pursuant to the Plan and this Option Agreement will
not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Option Agreement shall be interpreted
and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable
discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of
Section 409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of
the Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for
income realized by the Participant pursuant to the Plan or this Option Agreement. In any event, and except for the
responsibilities of the Company set forth in Section 4.4, no Participating Company shall be responsible for the payment of any
applicable taxes on income realized by the Participant pursuant to the Plan or this Option Agreement.


 


17.3 Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Option Agreement.


 


17.4 Binding
Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


17.5 Delivery
of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant
by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or
with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the other party at the address of such
party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.


 


(a) Description of Electronic
Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement,
and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically.
In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by
Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such
means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site
of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery
specified by the Company.


 






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(b) Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 17.5(a) of this Option Agreement
and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and
Exercise Notice, as described in Section 17.5(a). The Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.
The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or
any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents
fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 17.5(a) or may
change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents
described in


Section 17.5(a).


 


17.6 Integrated
Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or other agreement with the
Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to
such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan
shall survive any exercise of the Option and shall remain in full force and effect.


 


17.7 Applicable
Law. This Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the State of California.


 


17.8 Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


17.9 Regulatory
Approval. If the shares of the Company are listed on the Canadian Securities Exchange, then this Option Agreement and the Plan shall
be subject to regulatory approval.


 


17.10. Escrow. Prior
to listing on the Canadian Securities Exchange, all securities issued to Related Persons are required to be subject to an escrow agreement
pursuant to National Policy 46-201. In addition, where convertible securities ( such as stock options, common share purchase warrants,
special warrants, convertible debentures or notes) are issued less than 18 months before listing and exercisable or convertible into
listed shares at a price that is less than the issuance price per security under a prospectus offering or other financing or acquisition
made contemporaneously with the listing application then the underlying security will be subject to escrow with releases scheduled at
periods specified under National Policy 46- 201.


 




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	☐ Incentive Stock Option	Participant: 	________________________
	☐ Nonstatutory Stock Option	 	 
	 	Date:	________________________



 


STOCK OPTION EXERCISE NOTICE


 


	Direct Communication Solutions, Inc.
	 	 
	 	 
	 	 
	Ladies and Gentlemen:	 



 


1. Option.
I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”)
of Direct Communication Solutions, Inc. (the “Company”) pursuant to the Company’s Amended and Restated
2017 Stock Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”)
and my Stock Option Agreement (the “Option Agreement”) as follows:


 


	 	Date of Grant:	 	 	 
	 	 	 	 
	 	Number of Option Shares:	 	 	 
	 	 	 	 
	 	Exercise Price per Share:		$	 



 


2. Exercise of Option. I
hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares, in accordance with
the Grant Notice and the Option Agreement:


 


	 	Total Shares
Purchased:		 	 
	 	 	 	 
	 	Total Exercise Price (Total Shares  X
     Price per Share)		$	 



 


3. Payments.
I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:


 


	 	☐ Cash:	 	$	 
	 	 	 	 
	 	☐ Check:	 	$	               
	 	 	 	 
	 	☐  Tender of Company Stock:	 	Contact
Plan Administrator








 


4. Tax
Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign
tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose
payment in full of my withholding taxes, if any, as follows:


 


(Contact Plan Administrator for amount of tax due.)


 


	 	☐ Cash:	   	$	 
	 	 	 	 
	 	☐ Check:		$	 



 







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5. Participant
Information.


 


	 	My address is:	 
	 	 	 
	 	 	 
	 	 	 
	 	My Social Security Number is:	 
	 	 	 



 


6. Notice
of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial
Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within
two (2) years of the Date of Grant.


 


7. Binding
Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the
Grant Notice, the Option Agreement, including the Right of First Refusal set forth therein, and the Plan, to all of which I hereby expressly
assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.


 


8. Transfer.
I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities
Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act.
I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate
or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered
or such registration is not required in the opinion of legal counsel satisfactory to the Company.


 


I am aware that Rule 144 under the
Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect
to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that
might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and
that a copy of Rule 144 will be delivered to me upon request.


 


For Canadians,
I understand that the resulting Shares from the exercise of the Options shall be subject to the Canadian Securities Commissions’
National Instrument 45-102 and any transfer thereof shall be carried out in compliance with such laws.


 


I
understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of
which I have received and carefully read and understand.


 


	 	Very truly yours,
	 	 
	 	(Signature)



 


Receipt of the above is hereby acknowledged.


 


DIRECT
COMMUNICATION SOLUTIONS, INC.


 


	By: 	 	 
	Title:	 	 
	Dated:	 	 



 


 


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