Exhibit 10.1


 





ENOCHIAN
BIOSCIENCES, INC.


2019
EQUITY INCENTIVE PLAN


Enochian
BioSciences, Inc. sets forth herein the terms and conditions of its 2019 Equity Incentive Plan.


		1.	PURPOSE



The
Plan is intended to enhance the Company’s and its Affiliates’ ability to attract and retain employees, Consultants
and Non-Employee Directors, and to motivate such employees, Consultants, and Non-Employee Directors to serve the Company and its
Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons
an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this
end, the Plan provides for the grant of stock options (nonstatutory and incentive), stock appreciation rights, restricted shares,
restricted stock units, other stock-based awards, and cash awards. Any of these awards may—but need not—be made as
performance incentives to reward attainment of performance goals in accordance with the terms and conditions hereof. Upon becoming
effective, the Plan replaces, and no further awards may be made under, the Prior Plan.


		2.	DEFINITIONS



For
purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:


“Affiliate”
means any company or other trade or business that “controls,” is “controlled by,” or is “under common
control with,” the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.


“Award”
means a grant, under the Plan, of (i) an Option, (ii) a Stock Appreciation Right, (iii) Restricted Shares, (iv) Restricted
Stock Units, (v) an Other Stock-based Award, or (vi) a Substitute Award.


“Award
Agreement” means a written agreement (including an agreement transmitted electronically) between the Company and a Grantee,
or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of an Award.


“Beneficial
Owner” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
in calculating the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of
all securities that such Person has the right to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially
Owned” have corresponding meanings.


“Board”
means the Board of Directors of the Company.


“Cause”
means, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having
“cause” to terminate a Grantee’s employment or service, as defined in any applicable document or policy
between the Grantee and the Company or an Affiliate or (ii) in the absence of any such document or policy (or the
absence of any definition of “Cause” contained therein), (A) the Grantee’s willful failure to perform his
or her duties and responsibilities; (B) the Grantee’s commission of any act of fraud, embezzlement, dishonesty or
willful misconduct, (C) unauthorized use or disclosure by the Grantee of any proprietary information of the Company or any
Affiliate, or (D) Grantee’s willful breach of any of his or her obligations under any agreement with the Company or any
Affiliate. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to the
existence of Cause.






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“Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)       An
acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”)
by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding Voting Securities.


 


(ii)       Connsumation
of any definitive agreement, the consummation of which would cause to occur:


 


(A)            
A merger, consolidation or reorganization involving the Company, where either or both of the events described in clause (i) above
would be the result;


 


(B)       A
liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by
a third party of an involuntary bankruptcy against, the Company; or


 


(C)       An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than
a transfer to an Affiliate).


Solely
to the extent required by Section 409A, an event described above shall not constitute a Change in Control for purposes of
the payment (but not vesting) terms and conditions of any Award subject to Section 409A unless such event also constitutes
a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s
assets within the meaning of Section 409A (a “409A Change in Control Event”); provided, however, that
if an event described in clause (ii) above would be a 409A Change in Control Event upon consummation of the event described therein
rather than upon approval by the Board, then the consummation of such event rather than approval by the Board shall constitute
a Change in Control.


“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


“Committee”
means a committee of members of the Board appointed by the Board to administer the Plan in accordance with Section 3.






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“Company”
means Enochian BioSciences, Inc., a Delaware corporation.


“Common
Stock” means the common stock of the Company, par value $0.0001 per share.


“Consultant”
means any person, other than an employee or Non-Employee Director, engaged by the Company or any Affiliate to render personal
services to such entity, including as an advisor, and who qualifies as a consultant or advisor under Rule 701 of the Securities
Act (during any period in which the Company is not subject to the reporting requirements of the Exchange Act) or Form S-8 (during
any period in which the Company is subject to the reporting requirements of the Exchange Act).


“Corporate
Transaction” means a recapitalization, reorganization, merger, consolidation, combination, exchange, consolidation,
sale of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another entity by the
Company, or other corporate transaction involving the Company or any of its Affiliates.


“Disability”
means “permanent and total disability” as set forth in Code Section 22(e)(3).


“Effective
Date” means December 12,2019.


“Exchange
Act” means the Securities Exchange Act of 1934.


“Fair
Market Value” of a Share as of a particular date means, on a given date, (i) if the Common Stock (A) is listed on a
national securities exchange or (B) is not listed on a national securities exchange, but is quoted by the OTC Markets Group, Inc.
(www.otcmarkets.com) or any successor or alternative recognized over-the-counter market or another inter-dealer quotation system,
on a last sale basis, the closing price of the Common Stock reported on such national securities exchange or other inter-dealer
quotation system, determined as of the Date of Grant as reported by such national securities exchange or other inter-dealer quotation
system; or (ii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system
on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock.


“Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than
a tenant or employee), a trust in which any one or more of these persons have more than 50% of the beneficial interest, a foundation
in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity
in which one or more of these persons (or the applicable individual) own more than 50% of the voting interests.


“GAAP”
means U.S. Generally Accepted Accounting Principles.


“Grant
Date” means the latest to occur of (1) the date as of which the Board approves an Award, (2) the date on which
the recipient of an Award first becomes eligible to receive an Award under Section 6, or (3) such other date
as may be specified by the Board in the Award Agreement.


“Grantee”
means a person who receives or holds an Award.



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“Incentive
Stock Option” means an Option that is an “incentive stock option” within the meaning of Code Section 422.


“Issued
Share” means an outstanding Share issued under an Award (including a Restricted Share).


“Non-Employee
Director” means a member of the Board who is not an employee.


“Nonstatutory
Stock Option” means an Option that is not an Incentive Stock Option.


“Option”
means an option to purchase one or more Shares under the Plan, including an Incentive Stock Option and a Nonstatutory Stock Option.


“Option
Price” means the exercise price for each Share subject to an Option.


“Other
Stock-based Award” means Awards consisting of Share units, or other Awards, valued in whole or in part by reference
to, or otherwise based on, Common Stock, other than Options, SARs, Restricted Shares, and RSUs.


“Person”
means a person as defined in Section 13(d)(3) of the Exchange Act.


“Plan”
means this Enochian BioSciences, Inc. 2019 Equity Incentive Plan.


“Prior
Plan” means the Dandrit Biotech USA, Inc. 2014 Stock Incentive Plan.


“Purchase
Price” means the purchase price for each Share under a grant of Restricted Shares.


“Restricted
Period” shall have the meaning set forth in Section 10.1.


“Restricted
Shares” means restricted Shares awarded to a Grantee under Section 10.


“Restricted
Stock Unit” or “RSU” means a bookkeeping entry representing the equivalent of Shares, awarded to
a Grantee under Section 10.


“SAR
Exercise Price” means the per Share exercise price of a SAR granted under Section 9.


“SEC”
means the U.S. Securities and Exchange Commission.


“Section 409A”
means Code Section 409A.


“Securities
Act” means the Securities Act of 1933.


“Separation
from Service” means the termination of the applicable Grantee’s employment with, and performance of services
for, the Company and each Affiliate. Unless otherwise determined by the Company, if a Grantee’s employment or service
with the Company or an Affiliate terminates but the Grantee continues to provide services to the Company or an Affiliate in a
non-employee director capacity or as an employee, officer, or consultant, as applicable, such change in status shall not be
deemed a Separation from Service. Approved temporary absences from employment because of illness, vacation, or leave of
absence and transfers among the Company and its Affiliates shall not be considered Separations from Service. Notwithstanding
the foregoing, with respect to any Award that constitutes nonqualified deferred compensation under Section 409A,
“Separation from Service” shall mean a “separation from service” as defined under Section
409A.






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“Service
Provider” means an employee, officer, Non-Employee Director, or Consultant of the Company or an Affiliate.


“Share”
means one share of Common Stock.


“Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.


“Stockholder”
means a stockholder of the Company.


“Subsidiary”
means any corporation, partnership, joint venture, affiliate, or other entity in which the Company owns more than 50% of the voting
stock or voting ownership interest, as applicable, or any other business entity designated by the Board as a Subsidiary for purposes
of the Plan.


“Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by
the Company or an Affiliate or with which the Company or an Affiliate combines.


“Ten
Percent Stockholder” means an individual who owns more than 10% of the total combined voting power of all classes of
outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules
of Code Section 424(d) shall be applied.


“Termination
Date” means the date that is 10 years after the Effective Date, unless the Plan is earlier terminated by the Board under
Section 5.2.


		3.	ADMINISTRATION
                                         OF THE PLAN



		3.1.	General



The
Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
articles of incorporation, bylaws and applicable law, and as further described in Section 3.3. To the extent permitted
by applicable law, the Board shall have the power and authority to delegate its powers and responsibilities hereunder to the Committee,
which shall have full authority to act in accordance with its charter, and with respect to the authority of the Board to act hereunder.
All references to the Board shall be deemed to include a reference to the Committee, to the extent such power or responsibilities
of the Board have been delegated. The Committee shall administer the Plan; provided that the Board shall retain the right
to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any
securities exchange on which the Common Stock may then be listed.






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3.2.           
Committee Composition


Except
as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors. The Board
shall have discretion to determine whether or not it intends to comply with the exemption requirements of SEC Rule 16b-3.
However, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of
the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or
more Non-Employee Directors. To the extent permitted by applicable law, the Board or the Committee may delegate its authority
to grant Awards to any individual or committee of individuals who are not Non-Employee Directors with respect to Awards that
do not involve insiders within the meaning of SEC Rule 16. To the extent that the Board delegates its authority to make
Awards as provided by this Section 3.1, all references in the Plan to the Board’s authority to make Awards
and determinations with respect thereto shall be deemed to include the Board’s delegate. Any such delegate shall serve
at the pleasure of, and may be removed at any time by the Board. Nothing herein shall create an inference that an Award is
not validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board
that does not at all times consist solely of two or more Non-Employee Directors.


3.3.           
Authority of Board


Except
as specifically provided in Section 13 or as otherwise may be required by applicable law, regulatory requirement,
or the articles of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions
and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full
power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms
and conditions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The interpretation
and construction by the Board of the Plan, any Award, or any Award Agreement shall be final, binding, and conclusive. Without
limitation, the Board shall have full and final authority, subject to the other terms and conditions of the Plan, to:


		(1)	construe
                                         and interpret the Plan and apply its provisions;



		(2)	designate
                                         Grantees;



		(2)	determine
                                         the type or types of Awards to be made to a Grantee and the applicable Grant Date;



		(3)	determine
                                         the number of Shares to be subject to an Award;



		(4)	establish
                                         the terms and conditions of each Award (including the Option Price of any Option, the
                                         nature and duration of any restriction or condition (or provision for lapse thereof)
                                         relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares
                                         subject thereto, and any terms or conditions that may be necessary to qualify Options
                                         as Incentive Stock Options);



		(5)	prescribe
                                         the form of each Award Agreement;



		(6)	amend,
                                         modify, or supplement the terms and conditions of any outstanding Award, including the
                                         authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign
                                         nationals or individuals who are employed outside the U.S. to recognize differences in
                                         local law, tax policy, or custom;







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		(7)	promulgate,
                                         amend and rescind rules and regulations relating to the administration of the Plan;



		(8)	to
                                         authorize any person to execute, on behalf of the Company, any instrument required to
                                         carry out the purposes of the Plan; and



		(9)	to
                                         modify the Option Price or SAR Exercise Price of any outstanding Option or SAR, provided
                                         that if the modification effects a repricing, shareholder approval shall be required
                                         before the repricing is effective.



		3.4.	Separation
                                         from Service for Cause; Clawbacks



		3.4.1.	Separation
                                         from Service for Cause



The
Company may annul an Award if the Grantee incurs a Separation from Service for Cause.


		3.4.2.	Clawbacks



All
awards, amounts, or benefits received or outstanding under the Plan shall be subject to clawback, cancellation, recoupment, rescission,
payback, reduction, or other similar action in accordance with any Company clawback or similar policy (“Clawback Policy”)
or any applicable law related to such actions. In addition, a Grantee may be required to repay to the Company previously paid
compensation, whether provided pursuant to the Plan or an Award Agreement in accordance with the Clawback Policy. A Grantee’s
acceptance of an Award shall be deemed to constitute the Grantee’s acknowledgement of and consent to the Company’s
application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the Grantee,
whether adopted before or after the Effective Date and whether before or after the Grant Date of an Award, and any applicable
law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Grantee’s
agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable law, without
further consideration or action.


		3.5.	Deferral
                                         Arrangement



The
Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules
and procedures as it may establish and in accordance with Section 409A, which may include terms and conditions for the payment
or crediting of interest or dividend equivalents, including converting such credits into deferred units.


		3.6.	No
                                         Liability



No
member of the Board shall be liable for any action or determination made in good faith with respect to the Plan, any Award, or
Award Agreement.






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		3.7.	Book
                                         Entry



 


Notwithstanding
any other term or condition of the Plan, the Company may elect to satisfy any requirement under the Plan for the delivery of stock
certificates through the use of book-entry.


		4.	shares
                                         SUBJECT TO THE PLAN



		4.1.	Authorized
                                         Number of Shares



Subject
to adjustment under Section 14, the total number of Shares authorized to be awarded under the Plan shall not exceed
the sum of (1) 6,000,000 and (2) the number of Shares available for the grant of awards as of the Effective Date under the Prior
Plan. In addition, Shares underlying any outstanding award granted under a Prior Plan that, after the Effective Date, expires,
or is terminated, surrendered, or forfeited for any reason without issuance of Shares shall be available for the grant of new
Awards. As provided in Section 1, no new awards shall be granted under the Prior Plan after the Effective Date. Shares
issued under the Plan shall consist in whole or in part of authorized but unissued Shares, treasury Shares, or Shares purchased
on the open market or otherwise, all as determined by the Company from time to time. All of the Shares available under this 4.1
may be issued pursuant to the exercise of Incentive Stock Options.


		4.2.	Share
                                         Counting



		4.2.1.	General



Each
Share granted in connection with an Award shall be counted as one Share against the limit in Section 4.1, subject
to this Section 4.2.


		4.2.2.	Cash-Settled
                                         Awards



Any
Award settled in cash shall not be counted as Shares for any purpose under the Plan.


		4.2.3.	Expired
                                         or Terminated Awards



If
any Award expires, or is terminated, surrendered, or forfeited, in whole or in part, the unissued Shares covered by that Award
shall again be available for the grant of Awards.


		4.2.4.	Repurchased,
                                         Surrendered, or Forfeited Awards



If
Issued Shares are repurchased by, or are surrendered or forfeited to the Company at no more than cost, such Shares shall again
be available for the grant of Awards.


		4.2.5.	Payment
                                         of Option Price or Tax Withholding in Shares



Notwithstanding
anything to the contrary contained herein: Shares subject to an Award under the Plan shall not again be made available for issuance
or delivery under the Plan if such Shares are (i) Shares tendered in payment of an Option, (ii) Shares delivered or withheld by
the Company to satisfy any tax withholding obligation, (iii) Shares covered by a Share-settled SAR or other Shares that were not
issued upon the settlement of the SAR.






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		4.2.6.	Substitute
                                         Awards



 


In
the case of any Substitute Award, such Substitute Award shall not be counted against the number of Shares reserved under the Plan.


		5.	EFFECTIVE
                                         DATE, DURATION, AND AMENDMENTS



		5.1.	Term



The
Plan shall be effective as of the Effective Date but no Award shall be exercised or paid unless and until the Plan has been approved
by the Stockholders, which approval shall be within twelve (12) months after the date the Plan is adopted by the Board. The Plan
shall terminate automatically on the 10-year anniversary of the Effective Date and may be terminated on any earlier date as provided
in Section 5.2.


		5.2.	Amendment
                                         and Termination of the Plan



The
Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards that have not been made.
An amendment shall be contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law,
or required by applicable securities exchange listing requirements. No Awards may be granted after the Termination Date. The applicable
terms and conditions of the Plan, and any terms and conditions applicable to Awards granted before the Termination Date shall
survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination of the Plan
shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded.


		6.	AWARD
                                         ELIGIBILITY AND LIMITATIONS



		6.1.	Service
                                         Providers



Awards
may be made to any Service Provider, as the Board may determine and designate from time to time, subject to Section 8.7 in the
case of an Incentive Stock Option. The Board may grant an Award to a person who is reasonably expected to become a Service Provider
provided that such grant is contingent upon such person becoming a Service Provider.


		6.2.	Successive
                                         Awards



Service
Providers may receive more than one Award, subject to such restrictions as are provided herein.


		6.3.	Stand-Alone,
                                         Additional, Tandem, and Substitute Awards



The
Board may grant Awards either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or
any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or
an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem,
substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another
Award, the Board shall have the right to require the surrender of such other Award in consideration for the grant of the new
Award. Subject to Section 3.3(9), the Board shall have the right to make Awards in substitution or exchange for any
other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an
Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under
other plans of the Company or any Affiliate, in which the value of Shares subject to the Award is equivalent in value to the
cash compensation (for example, RSUs or Restricted Shares).






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		7.	AWARD
                                         AGREEMENT



Each
Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Without
limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award
constitutes acceptance of all terms and conditions of the Plan and the notice. Award Agreements granted from time to time or at
the same time need not contain similar terms and conditions but shall be consistent with the terms and conditions of the Plan.
Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonstatutory Stock Options
or Incentive Stock Options, and in the absence of such specification such options shall be deemed Nonstatutory Stock Options.


		8.	TERMS
                                         AND CONDITIONS OF OPTIONS



		8.1.	Option
                                         Price



The
Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. Each Option shall be separately
designated in the Award Agreement as either an Incentive Stock Option or Nonqualified Option. The Option Price of each Option
(except those that constitute Substitute Awards) shall be at least the Fair Market Value of a Share on the Grant Date; provided,
however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110% of the Fair Market Value
of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share.


		8.2.	Vesting



Subject
to Section 8.3, each Option shall become exercisable at such times and under such terms and conditions (including
performance requirements) as may be determined by the Board and stated in the Award Agreement. No Option may be exercised for
a fraction of a Share. The Board may, but shall not be required to, provide for an acceleration of vesting and exercisability
in the terms of any Award Agreement upon the occurrence of a specified event.


		8.3.	Term



8.3.1       General


Each
Option shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of a period not to
exceed 10 years from the Grant Date, or under such circumstances and on any date before 10 years from the Grant Date as may
be set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement; provided, however,
that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an
Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five years from its Grant
Date.






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8.3.2       Separation
from Service


Unless
otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Board, in
the event a Grantee has a Separation from Service (other than upon the Grantee’s death or Disability), the Grantee may exercise
his or her Option (to the extent that the Grantee was entitled to exercise such Option as of the date of Separation from Service)
but only within such period of time ending on the earlier of (a) the date three months following the Grantee’s Separation
from Service or (b) the expiration of the term of the Option as set forth in the Award Agreement; provided that, if the
Separation from Service is by the Company for Cause or if the Grantee’s Separation from Service is due to resignation, all
outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the
Grantee does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.


 


8.3.3       Extension
of Termination Date


 


A
Grantee's Award Agreement may also provide that if the exercise of the Option following the Grantee’s Separation from Service
for any reason would be prohibited at any time because the issuance of Shares would violate the registration requirements under
the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation
system, then the Option shall terminate on the earlier of (a) the expiration of the term of the Option in accordance with Section
8.3.1 or (b) the expiration of a period after the Grantee’s Separation from Service that is three months after the end of
the period during which the exercise of the Option would be in violation of such registration or other securities law requirements.


 


8.3.4       Disability
of Grantee


 


Unless
otherwise provided in an Award Agreement, in the event of a Grantee’s Separation from Service as a result of the Grantee's
Disability, the Grantee may exercise his or her Option (to the extent that the Grantee was entitled to exercise such Option as
of the date of termination), but only within such period of time ending on the earlier of (a) the date 12 months following such
termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Grantee
does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.


 


8.3.5       Death
of Grantee


 


Unless
otherwise provided in an Award Agreement, in the event of a Grantee’s Separation from Service as a result of the
Grantee's death, then the Option may be exercised (to the extent the Grantee was entitled to exercise such Option as of the
date of death) by the Grantee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the Option upon the Grantee's death, but only within the period ending on the earlier
of (a) the date 12 months following the date of death or (b) the expiration of the term of such Option as set forth in the
Award Agreement. If, after the Grantee's death, the Option is not exercised within the time specified herein or in the Award
Agreement, the Option shall terminate.






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		8.4.	Limitations
                                         on Exercise of Option



Notwithstanding
any other term or condition of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of
an event that results in termination of the Option.


		8.5.	Method
                                         of Exercise



An
Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth
the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. To be effective,
notice of exercise must be made in accordance with procedures established by the Company from time to time.


		8.6.	Rights
                                         of Holders of Options



Unless
otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of
a Stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares
or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him or her. Except
as provided in Section 14 or the related Award Agreement, no adjustment shall be made for dividends, distributions,
or other rights for which the record date is before the date of such issuance.


		8.7.	Limitations
                                         on Incentive Stock Options



An
Option shall constitute an Incentive Stock Option only (1) if the Grantee of the Option is an employee of the Company or
any Subsidiary; (2) to the extent specifically provided in the related Award Agreement; and (3) to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of the Shares with respect to which all Incentive Stock
Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans
of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options
into account in the order in which they were granted. No Option shall be treated as an Incentive Stock Option unless the Plan
has been approved by the Stockholders in a manner intended to comply with the stockholder approval requirements of Code Section 422;
provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a
failure to obtain such approval, but rather such Option shall be treated as a Nonstatutory Stock Option unless and until such
approval is obtained.


		9.	TERMS
                                         AND CONDITIONS OF STOCK APPRECIATION RIGHTS (SARs)



		9.1.	Right
                                         to Payment



A
SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of
one Share on the date of exercise over (2) the SAR Exercise Price. The Award Agreement for a SAR (except those that
constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than
the Fair Market Value of a Share on that date. SARs may be granted alone or in conjunction with all or part of an Option or
at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in
tandem with an outstanding Option after the Grant Date of such Option shall have a SAR Exercise Price that is equal to the
Option Price; provided, however, that the SAR Exercise Price may not be less than the Fair Market Value of a
Share on the Grant Date of the SAR to the extent required by Section 409A.






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		9.2.	Other
                                         Terms



The
Board shall determine at the Grant Date the time or times at which and the circumstances under which a SAR may be exercised in
whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable after Separation from Service or upon other terms or conditions, the method
of exercise, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions
of any SAR.


		9.3.	Term
                                         of SARs



The
term of a SAR granted under the Plan shall be determined by the Board and stated in the related Award Agreement; provided,
however, that such term shall not exceed 10 years.


		9.4.	Payment
                                         of SAR Amount



Upon
exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Shares) in an amount determined
by multiplying:


		(1)	the
                                         difference between the Fair Market Value of a Share on the date of exercise over the
                                         SAR Exercise Price; by



		(2)	the
                                         number of Shares with respect to which the SAR is exercised.



		10.	TERMS
                                         AND CONDITIONS OF RESTRICTED SHARES AND RESTRICTED STOCK UNITS (RSUs)



		10.1.	Restrictions



At
the time of grant, the Board may establish a period of time (a “Restricted Period”) and any additional restrictions
including the satisfaction of corporate or individual performance objectives. Each Award of Restricted Shares or RSUs may be subject
to a different Restricted Period and additional restrictions. Neither Restricted Shares nor RSUs may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during the Restricted Period or before the satisfaction of any other applicable
restrictions.


		10.2.	Restricted
                                         Share Certificates



The
Company shall issue, in the name of each Grantee to whom Restricted Shares have been granted, stock certificates or other evidence
of ownership representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after
the Grant Date.






    	 	13	 



     


    

 


		10.3.	Rights
                                         of Holders of Restricted Shares



Unless
the Board otherwise provides in an Award Agreement and subject to Section 16.10, holders of Restricted Shares shall
have rights as Stockholders, including voting and dividend rights.


		10.4.	Rights
                                         of Holders of RSUs



		10.4.1.	Settlement
                                         of RSUs



RSUs
may be settled in cash or Shares, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also
set forth whether the RSUs shall be settled (1) within the time period specified for “short term deferrals” under
Section 409A or (2) otherwise within the requirements of Section 409A, in which case the Award Agreement shall
specify upon which events such RSUs shall be settled.


		10.4.2.	Voting
                                         and Dividend Rights



Unless
otherwise stated in the applicable Award Agreement and subject to Section 16.10, holders of RSUs shall not have rights
as Stockholders, including no voting or dividend or dividend equivalents rights.


		10.4.3.	Creditor’s
                                         Rights



A
holder of RSUs shall have no rights other than those of a general creditor of the Company. RSUs represent an unfunded and unsecured
obligation of the Company, subject to the applicable Award Agreement.


		10.5.	Purchase
                                         of Restricted Shares



The
Grantee shall be required, to the extent required by applicable law, to purchase Restricted Shares from the Company at a Purchase
Price equal to the greater of (1) the aggregate par value of the Restricted Shares or (2) the Purchase Price, if any,
specified in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by services
already rendered. The Purchase Price shall be payable in a form described in Section 11 or, if permitted by the Board,
in consideration for past services rendered.


		10.6.	Delivery
                                         of Shares



Upon
the expiration or termination of any Restricted Period and the satisfaction of any other terms and conditions prescribed by the
Board, the restrictions applicable to Restricted Shares or RSUs settled in Shares shall lapse, and, unless otherwise provided
in the Award Agreement, a stock certificate for such Shares shall be delivered, free of all such restrictions, to the Grantee
or the Grantee’s beneficiary or estate, as the case may be.






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		11.	FORM
                                         OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES



		11.1.	General
                                         Rule



Payment
of the Option Price for an Option or the Purchase Price for Restricted Shares shall be made in cash or in cash equivalents acceptable
to the Company, except as provided in this Section 11. Notwithstanding any provision of this Section 11, during any
period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a
national market system) an exercise by a Non-Employee Director or officer that involves or may involve a direct or indirect extension
of credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the
Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award under this Plan.


		11.2.	Surrender
                                         of Shares



To
the extent the Award Agreement so provides, payment of the Option Price for an Option or the Purchase Price for Restricted Shares
may be made all or in part through the tender to, or withholding by, the Company of Shares that shall be valued, for purposes
of determining the extent to which the Option Price or Purchase Price for Restricted Shares has been paid thereby, at their Fair
Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the
right to make payment in the form of already owned Shares may be authorized only at the time of grant.


		11.3.	Cashless
                                         Exercise



With
respect to an Option only (and not with respect to Restricted Shares), to the extent permitted by law and to the extent the Award
Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company)
of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part
of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 16.3.


		11.4.	Other
                                         Forms of Payment



To
the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Shares may be made
in any other form that is consistent with applicable laws, regulations, and rules, including the Company’s withholding of
Shares otherwise due to the exercising Grantee.


		12.	other
                                         sTOCK-based awards



		12.1.	Grant
                                         of Other Stock-based Awards



Other
Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards. Other Stock-based
Awards may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or
may be used in the settlement of amounts payable in Shares under any other compensation plan or arrangement of the Company.
Subject to the terms and conditions of the Plan, the Board shall determine the persons to whom and the time or times at which
such Awards may be made, the number of Shares to be granted under such Awards, and all other terms and conditions of such
Awards. Unless the Board determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain
such terms and conditions as the Board determines to be necessary or appropriate to carry out the intent of the Plan with
respect to such Award.






    	 	15	 



     


    

 


12.2.       
Terms of Other Stock-based Awards


Any
Shares subject to Awards made under this Section 12 may not be sold, assigned, transferred, pledged, or otherwise
encumbered before the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance,
or deferral period lapses.


		13.	REQUIREMENTS
                                         OF LAW



		13.1.	General



The
Company shall not be required to sell or issue any Shares under any Award if the sale or issuance of such Shares would constitute
a violation by the Grantee, any other individual, or the Company of any law or regulation of any governmental authority, including
any federal or state securities laws or regulations. If at any time the Company determines that the listing, registration, or
qualification of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary
or desirable as a term or condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be
issued or sold to the Grantee or any other individual exercising an Option unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any terms and conditions not acceptable to the Company, and any delay
caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act,
upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration statement under such
Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell or issue such Shares
unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire
such Shares under an exemption from registration under the Securities Act. The Company may, but shall not be obligated to, register
any securities covered hereby under the Securities Act. The Company shall not be obligated to take any affirmative action in order
to cause the exercise of an Option or the issuance of Shares under the Plan to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the Shares
covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which
the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption. The Board may require the Grantee to sign such additional documentation, make such representations, and
furnish such information as the Board may consider appropriate in connection with the grant of Awards or issuance or delivery
of Shares in compliance with applicable laws.


		13.2.	California
                                         Grantees



The
Plan is intended to comply with Section 25102(o) of the California Corporations Code, to the extent applicable. In that
regard, to the extent required by Section 25102(o), (1) the terms of any Options or SARs, to the extent vested and
exercisable upon a Grantee’s Separation from Service, shall include any minimum exercise periods following Separation
from Service specified by Section 25102(o) and (2) any repurchase right of the Company with respect to Issued Shares shall
include a minimum 90-day notice requirement. Any Plan term that is inconsistent with Section 25102(o) shall, without further
act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o).






    	 	16	 



     


    

 


		14.	EFFECT
                                         OF CHANGES IN CAPITALIZATION



		14.1.	Changes
                                         in Common Stock



If
(1) the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number
or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse
split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase
or decrease in such Shares effected without receipt of consideration by the Company occurring after the Effective Date or (2)
there occurs any spin-off, split-up, extraordinary cash dividend, or other distribution of assets by the Company, (A) the number
and kinds of shares for which grants of Awards may be made (including the per-Grantee maximums set forth in Section 4),
(B) the number and kinds of shares for which outstanding Awards may be exercised or settled, and (C) the performance goals relating
to outstanding Awards, shall be equitably adjusted by the Company; provided that any such adjustment shall comply with
Section 409A. In addition, in the event of any such increase or decease in the number of outstanding shares or other transaction
described in clause (2) above, the number and kind of shares for which Awards are outstanding and the Option Price per share of
outstanding Options and SAR Exercise Price per share of outstanding SARs shall be equitably adjusted; provided that any
such adjustment shall comply with Section 409A.


		14.2.	Effect
                                         of Certain Transactions



Except
as otherwise provided in an Award Agreement, in the event of a Corporate Transaction, the Plan and the Awards shall continue
in effect in accordance with their respective terms, except that after a Corporate Transaction either (1) each outstanding
Award shall be treated as provided for in the agreement entered into in connection with the Corporate Transaction or (2) if
not so provided in such agreement, each Grantee shall be entitled to receive in respect of each Share subject to any
outstanding Awards, upon exercise or payment or transfer in respect of any Award, the same number and kind of stock,
securities, cash, property, or other consideration that each Stockholder was entitled to receive in the Corporate Transaction
in respect of one Share; provided, however, that, unless otherwise determined by the Board, such stock,
securities, cash, property or other consideration shall remain subject to all of the terms and conditions (including
performance criteria) that were applicable to the Awards before such Corporate Transaction. Without limiting the generality
of the foregoing, the treatment of outstanding Options and SARs under this Section 14.2 in connection with a
Corporate Transaction in which the consideration paid or distributed to the Stockholders is not entirely shares of common
stock of the acquiring or resulting corporation may include the cancellation of outstanding Options and SARs upon
consummation of the Corporate Transaction as long as, at the election of the Board, (A) the holders of affected Options and
SARs have been given a period of at least 15 days before the date of the consummation of the Corporate Transaction to
exercise the Options or SARs (to the extent otherwise exercisable) or (B) the holders of the affected Options and SARs are
paid (in cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled an amount equal to
the excess, if any, of the per Share price paid or distributed to Stockholders in the Corporate Transaction (the value of any
noncash consideration to be determined by the Board) over the Option Price or SAR Exercise Price, as applicable. For
avoidance of doubt, (i) the cancellation of Options and SARs under clause (B) of the preceding sentence may be effected
notwithstanding any other term or condition of the Plan or any Award Agreement and (ii) if the amount determined under clause
(B) of the preceding sentence is zero or less, the affected Option or SAR may be cancelled without any payment therefore. The
treatment of any Award as provided in this Section 14.2 shall be conclusively presumed to be appropriate for
purposes of Section 14.1.






    	 	17	 



     


    

 


		14.3.	Change
                                         in Control



Subject
to the requirements and limitations of Section 409A, if applicable, the Board may provide for any one or more of the following
in connection with a Change in Control, which such actions need not be the same for all Grantees:


		(1)	Accelerated
                                         Vesting. Unless otherwise provided in any Award Agreement, upon a Grantee’s
                                         Separation from Service immediately prior to, upon, or following a Change in Control
                                         for any reason other than Cause, the exercisability, vesting and/or settlement of an
                                         Award shall immediately accelerate.



		(2)	Assumption,
                                         Continuation or Substitution. 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
                                         Grantee, either 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, as applicable. For purposes
                                         of this Section 14.3, if so determined by the Board, in its discretion, an Award
                                         denominated in Shares 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 subject to 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 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 or settlement of the Award,
                                         for each Share subject to the Award, to consist solely of common stock of the Acquiror
                                         equal in Fair Market Value to the per share consideration received by holders of Shares
                                         pursuant to the Change in Control. If any portion of such consideration may be received
                                         by holders of Shares 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. Any Award
                                         or portion thereof which is neither assumed or continued by the Acquiror in connection
                                         with the Change in Control nor exercised or settled 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.




    	 	18	 



     


    
 


		(3)	Cash-Out
                                         of Awards. The Board may, in its discretion and without the consent of any Grantee,
                                         determine that, upon the occurrence of a Change in Control, each or any Award or a portion
                                         thereof outstanding immediately prior to the Change in Control and not previously exercised
                                         or settled shall be canceled in exchange for a payment with respect to each vested Share
                                         (and each unvested Share, if so determined by the Board) 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 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 Shares 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 Grantees 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. The Board may, in its discretion, without
                                         payment of any consideration to the Grantee, cancel any outstanding Award to the extent
                                         not vested or exercised immediately prior to the Change in Control and not otherwise
                                         assumed or continued by the Acquiror in accordance with Section 14.3(2) above.



		14.4.	Adjustments



Adjustments
under this Section 14 related to Shares or other securities of the Company shall be made by the Board. No fractional
Shares or other securities shall be issued under any such adjustment, and any fractions resulting from any such adjustment shall
be eliminated in each case by rounding downward to the nearest whole Share.


		15.	No
                                         Limitations on Company



The
grant of Awards shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell
or transfer all or any part of its business or assets.


		16.	TERMS
                                         APPLICABLE GENERALLY TO AWARDS



		16.1.	Disclaimer
                                         of Rights



No
term or condition of the Plan or any Award Agreement shall be construed to confer upon any individual the right to remain in
the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or
authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or
to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding any
other term or condition of the Plan, unless otherwise stated in the applicable Award Agreement, no Award shall be affected by
any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation
of the Company to pay any benefits under the Plan shall be interpreted as a contractual obligation to pay only those amounts
described herein, in the manner and under the terms and conditions prescribed herein. The Plan shall in no way be interpreted
to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for
payment to any Grantee or beneficiary under the Plan.






    	 	19	 



     


    

 


		16.2.	Nonexclusivity
                                         of the Plan



Neither
the adoption of the Plan nor the submission of the Plan to the Stockholders for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including
the granting of Options as the Board determines desirable.


		16.3.	Withholding
                                         Taxes



The
Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee
any federal, state, or local taxes of any kind required by law to be withheld (1) with respect to the vesting of or other lapse
of restrictions applicable to an Award, (2) upon the issuance of any Shares upon the exercise of an Option or SAR, or (3) otherwise
due in connection with an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the
Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy
such withholding obligation. The Company or the Affiliate, as the case may be, may require or permit the Grantee to satisfy such
obligations, in whole or in part, (A) by causing the Company or the Affiliate to withhold up to the maximum required number of
Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (B) by delivering to the
Company or the Affiliate Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair
Market Value equal to such withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation
shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined.
To the extent applicable, a Grantee may satisfy his or her withholding obligation only with Shares that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


		16.4.	Other
                                         Terms and Conditions; Employment Agreements



Each
Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board.
In the event of any conflict between the terms and conditions of an employment agreement and the Plan, the terms and conditions
of the employment agreement shall govern.


		16.5.	Severability



If
any term or condition of the Plan or any Award Agreement is determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining terms and conditions hereof and thereof shall be severable and enforceable, and all terms and conditions
shall remain enforceable in any other jurisdiction.






    	 	20	 



     


    

 


		16.6.	Governing
                                         Law



The
Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware without
regard to the principles of conflicts of law that could cause the application of the laws of any jurisdiction other than the State
of Delaware. For purposes of resolving any dispute that arises under the Plan, each Grantee, by virtue of receiving an Award,
shall be deemed to have submitted to and consented to the exclusive jurisdiction of the State of Florida and to have agreed that
any related litigation shall be conducted solely in the courts of Miami-Dade County or the federal courts for the U.S. for the
Southern District of Florida, where the Plan is made and to be performed, and no other courts. The Plan is not intended to be
subject to the Employee Retirement Income Security Act of 1974.


		16.7.	Section 409A



The
Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted,
the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due
within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation
unless applicable laws require otherwise. For purposes of Section 409A, each installment payment under the Plan shall be treated
as a separate payment. Notwithstanding any other term or condition of the Plan, to the extent required to avoid accelerated taxation
or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided
under the Plan during the six-month period immediately after the Grantee’s Separation from Service shall instead be paid
on the first payroll date after the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s
death, if earlier). Notwithstanding the foregoing, neither the Company nor the Board shall have any obligation to take any action
to prevent the assessment of any additional tax or penalty on any Grantee under Section 409A and neither the Company nor
the Board shall have any liability to any Grantee for such tax or penalty.


		16.8.	Separation
                                         from Service



The
Board shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the appropriate
Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time
thereafter with the consent of the Grantee, the actions that may be taken upon the occurrence of a Separation from Service, including
accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service.


		16.9.	Transferability
                                         of Awards and Issued Shares



		16.9.1.	Transfers
                                         in General



Except
as provided in Section 16.9.2, no Award shall be assignable or transferable by the Grantee to whom it is granted,
other than by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally
(or the Grantee’s personal representative) may exercise rights under the Plan.






    	 	21	 



     


    

 


		16.9.2.	Family
                                         Transfers



If
authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive
Stock Options) to any Family Member. For the purpose of this Section 16.9.2, a “not for value” transfer
is a transfer that is (1) a gift, (2) a transfer under a domestic relations order in settlement of marital property
rights; or (3) a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the
Grantee) in exchange for an interest in that entity. After a transfer under this Section 16.9.2, any such Award shall
continue to be subject to the same terms and conditions as were applicable immediately before transfer. Subsequent transfers of
transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 16.9.2
or by will or the laws of descent and distribution.


		16.10.	Dividend
                                         Equivalent Rights



If
specified in the Award Agreement, the recipient of an Award may be entitled to receive dividend equivalent rights with respect
to the Shares or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth
in the Award Agreement. Dividend equivalents credited to a Grantee may be paid in cash or deemed to be reinvested in additional
Shares or other securities of the Company at a price per unit equal to the Fair Market Value of a Share on the date that such
dividend was paid to Stockholders. Notwithstanding the foregoing, dividends or dividend equivalents shall not be paid on any Award
or portion thereof that is unvested or on any Award that is subject to the achievement of performance criteria before the Award
has become earned and payable.


		16.11.	Data
                                         Protection



A
Grantee’s acceptance of an Award shall be deemed to constitute the Grantee’s acknowledgement of and consent to the
collection and processing of personal data relating to the Grantee so that the Company can meet its obligations and exercise its
rights under the Plan and generally administer and manage the Plan. This data shall include data about participation in the Plan
and Shares offered or received, purchased, or sold under the Plan and other appropriate financial and other data (such as the
date on which the Awards were granted) about the Grantee and the Grantee’s participation in the Plan.


		16.12.	Disqualifying
                                         Dispositions



Any
Grantee who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of Shares acquired
upon exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year
after the issuance of the Shares acquired upon exercise of such Incentive Stock Option shall be required to immediately advise
the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.


		16.13.	Plan
                                         Construction



In
the Plan, unless otherwise stated, the following uses apply:


	(1)		references
to a statute or law refer to the statute or law and any amendments and any successor statutes or laws, and to all valid and binding
governmental regulations, court decisions, and other regulatory and judicial authority issued or rendered thereunder, as amended,
or their successors, as in effect at the relevant time;



	(2)		in computing
periods from a specified date to a later specified date, the words “from” and “commencing on” (and the
like) mean “from and including,” and the words “to,” “until” and “ending on” (and
the like) mean “to and including”;



	(3)		indications
of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company;



	(4)		the words
“include,” “includes” and “including” (and the like) mean “include, without limitation,”
“includes, without limitation” and “including, without limitation” (and the like), respectively;



	(5)		all references
to articles and sections are to articles and sections in the Plan;



	(6)		all words
used shall be construed to be of such gender or number as the circumstances and context require;



	(7)		the captions
and headings of articles and sections have been inserted solely for convenience of reference and shall not be considered a part
of the Plan, nor shall any of them affect the meaning or interpretation of the Plan;



	(8)		any reference
to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such
agreement, plan, policy, form, document or set of documents, shall mean such agreement, plan, policy, form, document or set of
documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof;
and



	(9)		all accounting
terms not specifically defined shall be construed in accordance with GAAP.





 






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