MOBILITYPAY
HOLDINGS, INC.


2018
AMENDED AND RESTATED


EQUITY
INCENTIVE PLAN


 


WHEREAS,
MobilityPay Holdings, Inc., a corporation organized under the laws of Nevada (hereinafter referred to as the “Company”),
originally adopted a 2015 Equity Incentive Plan on April 8, 2015 (the “2015 Plan”).


 


WHEREAS,
the Board of Directors of the Company (the “Board”) may, at any time, and from time to time, amend the Plan provided
that such amendment does not adversely affect the rights of any grantees with respect to rights or securities previously granted
under the Plan.


 


WHEREAS,
the Board has determined that it is in the best interest of the Company to amend the Plan.


 


NOW,
THEREFORE, the Plan is hereby amended and restated as follows:


 


SECTION
1


INTRODUCTION


 


1.1.
Establishment. MobilityPay Holdings, Inc., a Nevada corporation (hereinafter referred to, as the “Company”),
hereby establishes the MobilityPay Holdings, Inc. Equity Incentive Plan (the “Plan”) for certain key employees and
consultants of the Company.


 


1.2.
Purposes. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Eligible Employees and Consultants of the Company and to create in such Eligible
Employees and Consultants a more direct interest in the future success of the operations of the Company by relating incentive
compensation to increases in stockholder value, so that the income of Eligible Employees and Consultants is more closely aligned
with the income of the Company’s stockholders.


 


SECTION
2


DEFINITIONS


 


2.1.
Definitions. The following terms shall have the meanings set forth below:


 


(a)
“Award” means a grant made under this Plan in the form of Stock, Options, or Restricted Stock.


 


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


 




    	 	 	 



    	 



    

 


(c)
“Consultant” means any person, including an advisor, who is engaged by the Company to render services and is compensated
for such services, and any director of the Company whether compensated for such services or not; provided that the term Consultant
shall not include directors who are not compensated for their services or are paid only a director’s fee by the Company.


 


(d)
“Effective Date” means the effective date of the Plan.


 


(e)
“Eligible Employees” means full-time key employees (including, without limitation, officers and directors who are
also employees) of the Company upon whose judgment, initiative and efforts the Company is, or will be, important to the successful
conduct of its business.


 


(f)
“Fair Market Value” means the officially quoted closing price of the Stock on the Nasdaq Stock Market, or if the Stock
is listed on a securities exchange, the last reported sales price of the Stock on such exchange which shall be for consolidated
trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Stock. If the
Stock is not publicly traded, the Fair Market Value of the Stock on any date shall be determined in good faith by the Board after
such consultation with outside legal, accounting and other experts as the Board may deem advisable, and the Board shall maintain
a written record of its method of determining such value.


 


(g)
“Incentive Stock Option” means any Option designated as such and granted in accordance with the requirements of Section
422 of the Internal Revenue Code.


 


(h)
“Internal Revenue Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.


 


(i)
“Non-Statutory Option” means any Option other than an Incentive Stock Option.


 


(j)
“Option” means a right to purchase Stock at a stated price for a specified period of time.


 


(k)
“Option Price” means the price at which shares of Stock subject to an Option may be purchased, determined in accordance
with subsection 7.2(b).


 


(l)
“Participant” means an Eligible Employee or Consultant to the Company designated by the Board from time to time during
the term of the Plan to receive one or more Awards under the Plan.


 


(m)
“Plan Year” means each 12-month period beginning January 1 and ending December 31, except that for the first year
of the Plan it shall begin on the Effective Date.


 


(n)
“Restricted Stock” means Stock granted under Section 9 that is subject to restrictions imposed pursuant to said Section.


 


(o)
“Share” means a share of Stock.


 




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(p)
“Stock” means the common stock, no par value, of the Company.


 


2.2.
Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine
gender, and the definition of any term herein in the singular shall also include the plural.


 


SECTION
3


PLAN
ADMINISTRATION


 


The
Plan shall be administered by the Board. In accordance with the provisions of the Plan, the Board shall, in its sole discretion,
select Participants from among the Eligible Employees and Consultants to whom Awards will be granted, the form of each Award,
the amount of each Award and any other terms and conditions of each Award as the Board may deem necessary or desirable and consistent
with the terms of the Plan. The Board shall determine the form or forms of the agreements with participants which shall evidence
the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted
pursuant to the Plan, which provisions need not be identical except as may be provided herein. The Board may from time to time
adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of
the Company. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement
entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such
expediency. No member of the Board shall be liable for any action or determination made in good faith, and all members of the
Board shall be fully protected by the Company with respect to any such action, determination or interpretation. The determination,
interpretations and other actions of the Board pursuant to the provisions of the Plan shall be binding and conclusive for all
purposes and on all persons.


 


SECTION
4


STOCK
SUBJECT TO THE PLAN


 


4.1.
Number of Shares. The maximum aggregate number of Shares which may be authorized for issuance under the Plan in accordance
with the provisions of the Plan and subject to such restrictions or other provisions as the Board may from time to time deem necessary
is one million (1,000,000). The Shares may be divided among the various Plan components as the Board shall determine. Shares which
may be issued upon the exercise of Options shall be applied to reduce the maximum number of Shares remaining available for use
under the Plan. The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized
and unissued Stock, or as treasury Stock, at least the number of Shares from time to time required under the provisions of the
Plan, or otherwise assure itself of its ability to perform its obligations hereunder.


 




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4.2.
Unused and Forfeited Stock. Any Shares that are subject to an Award under this Plan which are not used because the terms
and conditions of the Award are not met, including any Shares that are subject to an Option which expires or is terminated for
any reason, or any Shares which are used for full or partial payment of the purchase price of Shares with respect to which an
Option is exercised, and any Shares retained by the Company pursuant to Section 15.2, shall automatically become available for
use under the Plan.


 


4.3.
Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at any time increase or decrease the number of its
outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or
any other distribution upon such Shares payable in Stock, or through a stock split, subdivision, consolidation, combination, reclassification
or recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above events, the
numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued
and outstanding, fully paid and nonassessable at the time of such occurrence: (i) the shares of Stock as to which Awards may be
granted under the Plan; and (ii) the Shares of Stock then included in each outstanding Option granted hereunder.


 


4.4.
Dividend Payable in Stock of Another Corporation, Etc. If the Company shall at any time pay or make any dividend or other
distribution upon the Stock payable in securities of another corporation or other property (except money or Stock), a proportionate
part of such securities or other property shall be set aside and delivered to any Participant then holding an Award for the particular
type of Stock for which the dividend or other distribution was made, upon exercise thereof in the case of Options, and the vesting
thereof in the case of other Awards. Prior to the time that any such securities or other property are delivered to a Participant
in accordance with the foregoing, the Company shall be the owner of such securities or other property and shall have the right
to vote the securities, receive any dividends payable on such securities, and in all other respects shall be treated as the owner.
If securities or other property which have been set aside by the Company in accordance with this Section are not delivered to
a Participant because an Award is not exercised or otherwise vested, then such securities or other property shall remain the property
of the Company and shall be dealt with by the Company as it shall determine in its sole discretion.


 


4.5.
Other Changes in Stock. In the event there shall be any change, other than as specified in Sections 4.3 and 4.4, in the
number or kind of outstanding shares of Stock or of any stock or other securities into which the Stock shall be changed or for
which it shall have been exchanged, and if the Board shall in its discretion determine that such change equitably requires an
adjustment in the number or kind of Shares subject to outstanding Awards or which have been reserved for issuance pursuant to
the Plan but are not then subject to an Award, then such adjustments shall be made by the Board and shall be effective for all
purposes of the Plan and on each outstanding Award that involves the particular type of stock for which a change was effected.


 




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4.6.
Rights to Subscribe. If the Company shall at any time grant to the holders of its Stock rights to subscribe pro rata for
additional shares thereof or for any other securities of the Company or of any other corporation, there shall be reserved with
respect to the Shares then subject to an Award held by any Participant of the particular class of Stock involved, the Stock or
other securities which the Participant would have been entitled to subscribe for if immediately prior to such grant the Participant
had exercised his entire Option, or otherwise vested in his entire Award. If, upon exercise of any such Option or the vesting
of any other Award, the Participant subscribes for the additional Stock or other securities, the Participant shall pay to the
Company the price that is payable by the Participant for such Stock or other securities.


 


4.7.
General Adjustment Rules. If any adjustment or substitution provided for in this Section 4 shall result in the creation
of a fractional Share under any Award, the Company shall, in lieu of selling or otherwise issuing such fractional Share, pay to
the Participant a cash sum in an amount equal to the product of such fraction multiplied by the Fair Market Value of a Share on
the date the fractional Share would otherwise have been issued. In the case of any such substitution or adjustment affecting an
Option, the total Option Price for the shares of Stock then subject to an Option shall remain unchanged but the Option Price per
share under each such Option shall be equitably adjusted by the Board to reflect the greater or lesser number of shares of Stock
or other securities into which the Stock subject to the Option may have been changed.


 


4.8.
Determination by Board, Etc. Adjustments under this Section 4 shall be made by the Board, whose determinations with regard
thereto shall be final and binding upon all parties thereto.


 


SECTION
5


REORGANIZATION
OR LIQUIDATION


 


In
the event that the Company is merged or consolidated with another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any reclassification or change of outstanding Shares), or if
all or substantially all of the assets or more than 50% of the outstanding voting stock of the Company is acquired by any other
corporation, business entity or person (other than a sale or conveyance in which the Company continues as a holding company of
an entity or entities that conduct the business or businesses formerly conducted by the Company), or in case of a reorganization
(other than a reorganization under the United States Bankruptcy Code) or liquidation of the Company, and if the provisions of
Section 11 do not apply, the Board, or the board of directors of any corporation assuming the obligations of the Company, shall
have the power and discretion to prescribe the terms and conditions for the exercise of, or modification of, any outstanding Awards
granted hereunder. By way of illustration, and not by way of limitation, the Board may provide for the complete or partial acceleration
of the dates of exercise of the Options, or may provide that such Options will be exchanged or converted into options to acquire
securities of the surviving or acquiring corporation, or may provide for a payment or distribution in respect of outstanding Options
(or the portion thereof that is currently exercisable) in cancellation thereof. The Board may remove restrictions on Restricted
Stock and may modify the performance requirements for any other Awards. The Board may provide that Stock or other Awards granted
hereunder must be exercised in connection with the closing of such transaction, and that if not so exercised such Awards will
expire. Any such determinations by the Board may be made generally with respect to all Participants or may be made on a case-by-case
basis with respect to particular Participants. The provisions of this Section 5 shall not apply to any transaction undertaken
for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially
affect the beneficial ownership of the Company’s capital stock.


 




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SECTION
6


PARTICIPATION


 


Participants
in the Plan shall be those Eligible Employees or Consultants who, in the judgment of the Board, are performing, or during the
term of their incentive arrangement will perform, important services in the management, operation and development of the Company,
and significantly contribute, or are expected to significantly contribute, to the achievement of long-term corporate economic
objectives. Participants may be granted from time to time one or more Awards; provided, however, that the grant of each such Award
shall be separately approved by the Board, and receipt of one such Award shall not result in automatic receipt of any other Award,
and written notice shall be given to such person, specifying the terms, conditions, rights and duties related thereto; and further
provided that Incentive Stock Options shall not be granted to Consultants or to Eligible Employees who are not permitted to receive
Incentive Stock Options under the Internal Revenue Code. Each Participant shall enter into an agreement with the Company, in such
form as the Board shall determine and which is consistent with the provisions of the Plan, specifying such terms, conditions,
rights and duties. Awards shall be deemed to be granted as of the date specified in the grant resolution of the Board, which date
shall be the date of any related agreement with the Participant. In the event of any inconsistency between the provisions of the
Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern.


 


SECTION
7


STOCK
OPTIONS


 


7.1.
Grant of Options. Coincident with the following designation for participation in the Plan, a Participant may be granted
one or more Options. The Board in its sole discretion shall designate whether an Option is to be considered an Incentive Stock
Option or a Non-Statutory Option. The Board may grant both an Incentive Stock Option and a Non-Statutory Option to the same Participant
at the same time or at different times. Incentive Stock Options and Non-Statutory Options, whether granted at the same or different
times, shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event shall the exercise
of one Option affect the right to exercise any other Option or affect the number of Shares for which any other Option may be exercised.


 


7.2.
Option Agreements. Each Option granted under the Plan shall be evidenced by a written stock option agreement which shall
be entered into by the Company and the Participant to whom the Option is granted (the “Option Holder”), and which
shall contain the following terms and conditions, as well as such other terms and conditions not inconsistent therewith, as the
Board may consider appropriate in each case.


 


(a)
Number of Shares. Each stock option agreement shall state that it covers a specified number of Shares, as determined by the Board.
Notwithstanding any other provision of the Plan, the aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by an Option Holder in any calendar year, under the Plan or otherwise, shall
not exceed $100,000. For this purpose, the Fair Market Value of the Shares shall be determined as of the time an Option is granted.


 




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(b)
Price. The price at which each Share covered by an Option may be purchased shall be determined in each case by the Board and set
forth in the stock option agreement, but in no event shall the Option Price for each Share covered by an Incentive Stock Option
be less than the Fair Market Value of the Stock on the date the Option is granted; provided that the Option Price for each Share
covered by a Non-Statutory Option may be granted at any price less than Fair Market Value, in the sole discretion of the Board.
In addition, the Option Price for each Share covered by an Incentive Stock Option granted to an Eligible Employee who then owns
stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company must be at least 110% of the Fair Market Value of the Stock subject to the Incentive Stock Option on
the date the Option is granted.


 


(c)
Duration of Options. Each stock option agreement shall state the period of time, determined by the Board, within which the Option
may be exercised by the Option Holder (the “Option Period”). The Option Period must expire, in all cases, not more
than 10 years from the date an Option is granted; provided, however, that the Option Period of an Option granted to an Eligible
Employee or Consultant who then owns stock possessing more than 10% of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary corporation of the Company must expire not more than five years from the date such
an Option is granted. Each stock option agreement shall also state the periods of time, if any, as determined by the Board, when
incremental portions of each Option shall vest. Except as provided in Sections 5 and 10, no portion of any Option shall vest before
six months after the date of grant of the Option.


 


(d)
Termination of Employment, Death, Disability, Etc. Except as otherwise determined by the Board, each stock option agreement shall
provide as follows with respect to the exercise of the Option upon termination of the employment or the death of the Option Holder:


 


(i)
If the employment of the Option Holder is terminated within the Option Period for cause, as determined by the Company, the Option
shall thereafter be void for all purposes. As used in this subsection 7.2(d), “cause” shall mean a gross violation,
as determined by the Company, of the Company’s established policies and procedures. The effect of this subsection 7.2(d)(i)
shall be limited to determining the consequences of a termination, and nothing in this subsection 7.2(d)(i) shall restrict or
otherwise interfere with the Company’s discretion with respect to the termination of any employee.


 


(ii)
If the Option Holder terminates his employment with the Company in a manner determined by the Board, in its sole discretion, to
constitute retirement (which determination shall be communicated to the Option Holder within 10 days of such termination), the
Option may be exercised by the Option Holder, or in the case of death by the persons specified in subsection (iii) of this subsection
7.2(d), within three months following his or her retirement if the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory Stock Option (provided in each case that such exercise must occur
within the Option Period), but not thereafter. In any such case, the Option may be exercised only as to the Shares as to which
the Option had become exercisable on or before the date of the Option Holder’s termination of employment.


 




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(iii)
If the Option Holder dies, or if the Option Holder becomes disabled (within the meaning of Section 22(e) of the Internal Revenue
Code), during the Option Period while still employed, or within the three-month period referred to in (iv) below, or within the
three or 12-month period referred to in (ii) above, the Option may be exercised by those entitled to do so under the Option Holder’s
will or by the laws of descent and distribution within 12 months following the Option Holder’s death or disability, but
not thereafter. In any such case, the Option may be exercised only as to the Shares as to which the Option had become exercisable
on or before the date of the Option Holder’s death or disability.


 


(iv)
If the employment of the Option Holder by the Company is terminated (which for this purpose means that the Option Holder is no
longer employed by the Company) within the Option Period for any reason other than cause, retirement as provided in (ii) above,
disability or the Option Holder’s death, the Option may be exercised by the Option Holder within three months following
the date of such termination (provided that such exercise must occur within the Option Period), but not thereafter. In any such
case, the Option may be exercised only as to the Shares as to which the Option had become exercisable on or before the date of
termination of employment.


 


(e)
Transferability. Each stock option agreement shall provide that the Option granted therein is not transferable by the Option Holder
except by will or pursuant to the laws of descent and distribution, and that such Option is exercisable during the Option Holder’s
lifetime only by him or her, or in the event of disability or incapacity, by his or her guardian or legal representative.


 


(f)
Exercise, Payments, Etc.


 


(i)
Each stock option agreement shall provide that the method for exercising the Option granted therein shall be by delivery to the
Corporate Secretary of the Company of written notice specifying the number of Shares with respect to which such Option is exercised
(which must be in an amount evenly divisible by 100) and payment of the Option Price. Such notice shall be in a form satisfactory
to the Board and shall specify the particular Option (or portion thereof) which is being exercised and the number of Shares with
respect to which the Option is being exercised. The exercise of the Option shall be deemed effective upon receipt of such notice
by the Corporate Secretary and payment to the Company. The purchase of such Stock shall take place at the principal offices of
the Company upon delivery of such notice, at which time the purchase price of the Stock shall be paid in full by any of the methods
or any combination of the methods set forth in (ii) below. A properly executed certificate or certificates representing the Stock
shall be issued by the Company and delivered to the Option Holder. If certificates representing Stock are used to pay all or part
of the Option Price, separate certificates for the same number of shares of Stock shall be issued by the Company and delivered
to the Option Holder representing each certificate used to pay the Option Price, and an additional certificate shall be issued
by the Company and delivered to the Option Holder representing the additional shares, in excess of the Option Price, to which
the Option Holder is entitled as a result of the exercise of the Option.


 




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(ii)
The exercise price shall be paid by any of the following methods or any combination of the following methods:


 


(A)
in cash;


 


(B)
by cashier’s check payable to the order of the Company;


 


(C)
by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market
Value of which equals the purchase price of the Stock purchased pursuant to the Option, properly endorsed for transfer to the
Company; provided however, that Shares used for this purpose must have been held by the Option Holder for such minimum period
of time as may be established from time to time by the Board; for purposes of this Plan, the Fair Market Value of any Shares delivered
in payment of the purchase price upon exercise of the Option shall be the Fair Market Value as of the exercise date; the exercise
date shall be the day the delivery of the certificates for the Stock used as payment of the Option Price; or


 


(D)
by delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver
to the Company promptly the amount of the proceeds of the sale of all or a portion of the Stock or of a loan from the broker to
the Option Holder necessary to pay the exercise price.


 


(iii)
In the discretion of the Board, the Company may guaranty a third-party loan obtained by a Participant to pay part or all of the
Option Price of the Shares provided that such loan or the Company’s guaranty is secured by the Shares.


 


(g)
Date of Grant. An option shall be considered as having been granted on the date specified in the grant resolution of the Board.


 


(h)
Withholding.


 


(A)
Non-Statutory Options. Each stock option agreement covering Non-Statutory Options shall provide that, upon exercise of the Option,
the Option Holder shall make appropriate arrangements with the Company to provide for the amount of additional withholding required
by applicable federal and state income tax laws, including payment of such taxes through delivery of Stock or by withholding Stock
to be issued under the Option, as provided in Section 15.


 




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(B)
Incentive Options. In the event that a Participant makes a disposition (as defined in Section 424(c) of the Internal Revenue Code)
of any Stock acquired pursuant to the exercise of an Incentive Stock Option prior to the expiration of two years from the date
on which the Incentive Stock Option was granted or prior to the expiration of one year from the date on which the Option was exercised,
the Participant shall send written notice to the Company at its principal office in Irvine, California (Attention: Corporate Secretary)
of the date of such disposition, the number of shares disposed of, the amount of proceeds received from such disposition, and
any other information relating to such disposition as the Company may reasonably request. The Participant shall, in the event
of such a disposition, make appropriate arrangements with the Company to provide for the amount of additional withholding, if
any, required by applicable federal and state income tax laws.


 


(i)
Adjustment of Options. Subject to the limitations contained in Sections 7 and 14, the Board may make any adjustment in the Option
Price, the number of shares subject to, or the terms of, an outstanding Option and a subsequent granting of an Option by amendment
or by substitution of an outstanding Option. Such amendment, substitution, or re-grant may result in terms and conditions (including
Option Price, number of shares covered, vesting schedule or exercise period) that differ from the terms and conditions of the
original Option. The Board may not, however, adversely affect the rights of any Participant to previously granted Options without
the consent of such Participant. If such action is affected by amendment, the effective date of such amendment shall be the date
of the original grant.


 


7.3.
Stockholder Privileges. No Option Holder shall have any rights as a stockholder with respect to any Shares covered by an
Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other
distributions or other rights as to which there is a record date preceding the date such Option Holder becomes the holder of record
of such Stock, except as provided in Section 4.


 


SECTION
8


STOCK
APPRECIATION RIGHTS


 


If
an agreement evidencing an Option so provides, an Option granted under this Plan (herein sometimes referred to as the “corresponding
option”) may include the right (a “Stock Appreciation Right”) to receive an amount equal to some or all of the
excess of the Fair Market Value of the Shares subject to unexercised portions of the corresponding option over the aggregate exercise
price for such Shares under the corresponding option as of the date the Stock Appreciation Right is exercised. The amount payable
upon exercise of a Stock Appreciation Right may be paid in cash or in shares of the class then subject to the corresponding option
(valued on the basis of their Fair Market Value), or in a combination of cash and such shares so valued. No Stock Appreciation
Right may be exercised in whole or in part (a) other than in connection with the contemporaneous surrender without exercise of
such corresponding option, or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised,
or (b) except to the extent that the corresponding option or such portion thereof is exercisable on the date of exercise of the
Stock Appreciation Right by the person exercising the Stock Appreciation Right, or (c) unless the class of stock then subject
to the corresponding option is then “publicly traded”. For this purpose, a class of stock is “publicly traded”
if it is listed or admitted to unlisted trading privileges on a national securities exchange or if sales or bid and offer quotations
therefor are reported on the Nasdaq Stock Market or on any then operative successor to the Nasdaq Stock Market.


 




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SECTION
9


RESTRICTED
STOCK AWARDS


 


9.1.
Awards Granted by the Board. Coincident with or following designation for participation in the Plan, a Participant may
be granted one or more Restricted Stock Awards consisting of Shares. The number of Shares granted as a Restricted Stock Award
shall be determined by the Board.


 


9.2.
Restrictions. A Participant’s right to retain a Restricted Stock Award granted to him under Section 9.1 shall be
subject to such restrictions, including but not limited to his continuous employment by the Company for a restriction period specified
by the Board, or the attainment of specified performance goals and objectives, as may be established by the Board with respect
to such award. The Board may in its sole discretion require different periods of employment or different performance goals and
objectives with respect to different Participants, to different Restricted Stock Awards or to separate, designated portions of
the Shares constituting a Restricted Stock Award.


 


9.3.
Privileges of a Stockholder, Transferability. A Participant shall have all voting, dividend, liquidation and other rights
with respect to Stock in accordance with its terms received by him as a Restricted Stock Award under this Section 9 upon his becoming
the holder of record of such Stock; provided, however, that the Participant’s right to sell, encumber or otherwise transfer
such Stock shall be subject to the limitations of Section 11.2 hereof.


 


9.4.
Enforcement of Restrictions. The Board may in its sole discretion require one or more of the following methods of enforcing
the restrictions referred to in Sections 9.2 and 9.3:


 


(a)
Placing a legend on the stock certificates referring to the restrictions;


 


(b)
Requiring the Participant to keep the stock certificates, duly endorsed, in the custody of the Company while the restrictions
remain in effect; or


 


(c)
Requiring that the stock certificates, duly endorsed, be held in the custody of a third party while the restrictions remain in
effect.


 


9.5.
Termination of Employment, Death, Disability, Etc. In the event of the death or disability (within the meaning of Section
22(e) of the Internal Revenue Code) of a Participant, or the retirement of a Participant as provided in Section 7.2(d)(ii), all
employment period and other restrictions applicable to Restricted Stock Awards then held by him shall lapse, and such awards shall
become fully nonforfeitable. Subject to Sections 5 and 10, in the event of a Participant’s termination of employment for
any other reason, any Restricted Stock Awards as to which the employment period or other restrictions have not been satisfied
shall be forfeited.


 




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SECTION
10


CHANGE
IN CONTROL


 


10.1.
Options, Restricted Stock. In the event of a change in control of the Company as defined in Section 10.2, then the Board
may, in its sole discretion, without obtaining stockholder approval, to the extent permitted in Section 14, take any or all of
the following actions: (a) accelerate the exercise dates of any outstanding Options or make all such Options fully vested and
exercisable; (b) grant a cash bonus award to any Option Holder in an amount necessary to pay the Option Price of all or any portion
of the Options then held by such Option Holder; (c) pay cash to any or all Option Holders in exchange for the cancellation of
their outstanding Options in an amount equal to the difference between the Option Price of such Options and the greater of the
tender offer price for the underlying Stock or the Fair Market Value of the Stock on the date of the cancellation of the Options;
(d) make any other adjustments or amendments to the outstanding Options and (e) eliminate all restrictions with respect to Restricted
Stock and deliver Shares free of restrictive legends to any Participant.


 


10.2.
Definition. For purposes of the Plan, a “change in control” shall be deemed to have occurred if (a) any “person”
or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company becomes the “beneficial owner” (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of more than 33-1/3 percent of the then outstanding voting stock of the Company;
or (b) at any time during any period of three consecutive years (not including any period prior to the Effective Date), individuals
who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s
assets.


 


SECTION
11


RIGHTS
OF EMPLOYEES; PARTICIPANTS


 


11.1.
Employment. Nothing contained in the Plan or in any Award granted under the Plan shall confer upon any Participant any
right with respect to the continuation of his or her employment by the Company, or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or
to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. Whether
an authorized leave of absence, or absence in military or government service, shall constitute a termination of employment shall
be determined by the Board at the time.


 




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11.2.
Nontransferability. No right or interest of any Participant in an Award granted pursuant to the Plan shall be assignable
or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or be subjected to any lien, directly
or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In
the event of a Participant’s death, a Participant’s rights and interests in Options shall, to the extent provided
in Section 7, be transferable by testamentary will or the laws of descent and distribution, and payment of any amounts due under
the Plan shall be made to, and exercise of any Options may be made by, the Participant’s legal representatives, heirs or
legatees. If in the opinion of the Board a person entitled to payments or to exercise rights with respect to the Plan is disabled
from caring for his affairs because of mental condition, physical condition or age, payment due such person may be made to, and
such rights shall be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing
the Board with evidence satisfactory to the Board of such status.


 


SECTION
12


GENERAL
RESTRICTIONS


 


12.1.
Investment Representations. The Company may require any person to whom an Option or other Award is granted, as a condition
of exercising such Option or receiving Stock under the Award, to give written assurances in substance and form satisfactory to
the Company and its counsel to the effect that such person is acquiring the Stock subject to the Option or the Award for his own
account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects
as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws. Legends evidencing
such restrictions may be placed on the certificates evidencing the Stock.


 


12.2.
Compliance with Securities Laws. Each Award shall be subject to the requirement that, if at any time counsel to the Company
shall determine that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange
or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole
or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions
acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration
or qualification.


 




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12.3.
Stock Restriction Agreement. The Board may provide that shares of Stock issuable upon the exercise of an Option shall,
under certain conditions, be subject to restrictions whereby the Company has a right of first refusal with respect to such shares
or a right or obligation to repurchase all or a portion of such shares, which restrictions may survive a Participant’s term
of employment with the Company. The acceleration of time or times at which an Option becomes exercisable may be conditioned upon
the Participant’s agreement to such restrictions.


 


SECTION
13


OTHER
EMPLOYEE BENEFITS


 


The
amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or the grant or vesting
of any other Award shall not constitute “earnings” with respect to which any other employee benefits of such employee
are determined, including without limitation benefits under any pension, profit sharing, life insurance or salary continuation
plan.


 


SECTION
14


PLAN
AMENDMENT, MODIFICATION AND TERMINATION


 


The
Board may at any time terminate, and from time-to-time may amend or modify, the Plan provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by the stockholders if stockholder approval is required
to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the Company, on the advice of counsel,
determines that stockholder approval is otherwise necessary or desirable.


 


No
amendment, modification or termination of the Plan shall in any manner adversely affect any Awards theretofore granted under the
Plan, without the consent of the Participant holding such Awards.


 


SECTION
15


WITHHOLDING


 


15.1.
Withholding Requirement. The Company’s obligations to deliver Shares upon the exercise of an Option, or upon the
vesting of any other Award, shall be subject to the Participant’s satisfaction of all applicable federal, state and local
income and other tax withholding requirements.


 




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15.2.
Withholding With Stock. At the time the Board grants an Award, it may, in its sole discretion, grant the Participant an
election to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the
Company withhold from Shares otherwise issuable to the Participant, Shares having a value equal to the amount required to be withheld
or such lesser amount as may be elected by the Participant. All elections shall be subject to the approval or disapproval of the
Board. The value of Shares to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of
tax to be withheld is to be determined (the “Tax Date”). Any such elections by Participants to have Shares withheld
for this purpose will be subject to the following restrictions:


 


(a)
All elections must be made prior to the Tax Date.


 


(b)
All elections shall be irrevocable.


 


(c)
If the Participant is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”),
the Participant must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of
Stock to satisfy such tax withholding obligation.


 


SECTION
16


BROKERAGE
ARRANGEMENTS


 


The
Board, in its discretion, may enter into arrangements with one or more banks, brokers or other financial institutions to facilitate
the disposition of shares acquired upon exercise of Stock Options, including, without limitation, arrangements for the simultaneous
exercise of Stock Options and sale of the Shares acquired upon such exercise.


 


SECTION
17


NONEXLUSIVITY
OF THE PLAN


 


Neither
the adoption of the Plan by the Board nor the submission of the Plan to stockholders of the Company for approval shall be construed
as creating any limitations on the power or authority of the Board to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation of any other
plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group
of employees, which the Company now has lawfully put into effect, including, without limitation, any retirement, pension, savings
and stock purchase plan, insurance, death and disability benefits and executive short-term incentive plans.


 


SECTION
18


REQUIREMENTS
OF LAW


 


18.1.
Requirements of Law. The issuance of stock and the payment of cash pursuant to the Plan shall be subject to all applicable
laws, rules and regulations.


 


18.2.
Governing Law. The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of
the State of California.


 


18.3.
Federal Securities Law Requirements. If a Participant is an officer or director of the Company within the meaning of Section
16 of the 1934 Act, Awards granted hereunder shall be subject to all conditions required under Rule 16b-3, or any successor rule
promulgated under the 1934 Act, to qualify the Award for any exception from the provisions of Section 16(b) of the 1934 Act available
under that Rule. Such conditions are hereby incorporated herein by reference and shall be set forth in the agreement with the
Participant which describes the Award.


 


SECTION
19


DURATION
OF THE PLAN


 


The
Plan shall terminate at such time as may be determined by the Board of Directors, and no Award shall be granted after such termination.
If not sooner terminated under the preceding sentence, the Plan shall fully cease and expire at midnight on March 31, 2023. Awards
outstanding at the time of the Plan termination may continue to be exercised or earned in accordance with their terms.


 




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CERTIFICATION


 


I,
the undersigned, being the duly elected Chief Executive Officer of the Company, do hereby certify that the foregoing 2018 Amended
and Restated Equity Incentive Plan was adopted by the Board of Directors and by a majority of the outstanding shares of the Company
entitled to vote on April 1, 2018.


 


	By:	/s/
    John W. Martin	 
	 	John
    W. Martin, Chief Executive Officer	 


 




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