EXHIBIT
10.1


 





REDHAWK
HOLDINGS CORP.


2019
STOCK INCENTIVE PLAN


 




    -1-


     


    

 


RedHawk
Holdings Corp.


2019
Stock Incentive Plan


Effective
August 19, 2019


 


Table
of Contents


 





	Article 1. INTRODUCTION	1
	 	 	 
	Article 2. ADMINISTRATION	1
	2.1	Committee Composition	1
	2.2	Committee Responsibilities	1
	 	 	 
	Article 3. SHARES AVAILABLE FOR
    GRANTS	1
	3.1	Basic Limitation	1
	3.2	Additional Shares	2
	 	 	 
	Article 4. ELIGIBILITY	2
	4.1	Nonstatutory Stock Options And Restricted Shares	2
	4.2	Incentive Stock Options 	2
	 	 	 
	Article 5. OPTIONS	2
	5.1	Stock Option Agreement	2
	5.2	Number Of Shares	2
	5.3	Exercise Price	2
	5.4	Exercisability And Term	2
	5.5	Limitations	3
	5.6	Form of Consideration 	3
	5.7	Exercise of Option	3
	5.8	Early Exercise of Options	5
	 	 	 
	Article 6. RESTRICTED SHARES	5
	6.1	Time, Amount And Form Of Awards	5
	6.2	Stock Award Agreement	5
	6.3	Voting And Dividend Rights	5
	6.4	Transferability	5
	6.5	Other Restrictions	5
	6.6	Removal of Restrictions	5
	 	 	 
	Article 7. ADJUSTMENTS; DISSOLUTION
    OR LIQUIDATION; MERGER OR CHANGE IN CONTROL	6
	7.1	Adjustments	6
	7.2	Dissolution Or Liquidation	6
	7.3	Certain Transactions/Change In Control	6
	7.4	Outside Director Awards	7
	7.5	Modification Or Assumption Of Options	7



 






    -i-


     


    

 


	Article 8. LEAVE OF ABSENCE/ TRANSFERABILITY	8
	8.1	Leave Of Absence/Transfer Between Locations
    	8
	8.2	Transferability Of Awards	8
	 	 	 
	Article 9. LIMITATION ON RIGHTS	8
	9.1	Retention Rights	8
	9.2	Regulatory Requirements	8
	 	 	 
	Article 10. TAX.	8
	10.1	General	8
	10.2	Compliance With Code Section 409 A	9
	 	 	 
	Article 11. AMENDMENT/ TERMINATION/
    TERM	9
	1.1	Term Of The Plan	9
	11.2	Amendment And Termination	9
	11.3	Stockholder Approval	9
	11.4	Effect Of Amendment Or Termination	9
	 	 	 
	Article 12. CONDITIONS UPON ISSUANCE
    OF SHARES	10
	12.1	Legal Compliance	10
	12.2	Investment Representations	10
	12.3	Inability To Obtain Authority	10
	12.4	Stockholder Approval	10
	12.5	Entire Agreement; Governing Law	10
	12.6	Successors And Assigns	10
	12.7	Clawback	10
	 	 	 
	Article 13. DEFINITIONS	11
	 	 
	Article 14. EXECUTION	14










 






    -ii-


     


    

 


REDHAWK
HOLDINGS CORP. 


2019
STOCK INCENTIVE PLAN 


Effective
August 19, 2019


 


Article
1.

INTRODUCTION


 


Effective
August 19, 2019, the Board hereby adopts the Plan.


 


The
purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging
Employees, Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention
of Employees, Directors and Consultants with exceptional qualifications and (c) linking Employees, Directors and Consultants directly
to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in
the form of Restricted Shares or Options (which may constitute incentive stock options or nonstatutory stock options).


 


Article
2.

ADMINISTRATION.


 


		2.1	COMMITTEE
                                         COMPOSITION. The Plan shall be administered by the Committee. The Committee shall
                                         consist exclusively of two or more Directors of the Company, who shall be appointed by
                                         the Board. In addition, the composition of the Committee shall satisfy such requirements
                                         as the Securities and Exchange Commission may establish for administrators acting under
                                         plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the
                                         Exchange Act and any other Applicable Law.



 


The
Board may also appoint one or more separate committees of the Board, each composed of one or more Directors of the Company who
need not satisfy the foregoing requirements, who may administer the Plan with respect to Employees and Consultants who are not
considered officers or Directors of the Company under section 16 of the Exchange Act, may grant Awards under the Plan to such
Employees and Consultants and may determine all terms of such Awards.


 


		2.2	COMMITTEE
                                         RESPONSIBILITIES. The Committee shall (a) select the Service Providers who are
                                         to receive Awards under the Plan, (b) determine the type, number, vesting requirements
                                         and other features and conditions of such Awards, (c) interpret the Plan and (d) make
                                         all other decisions relating to the operation of the Plan. The Committee may adopt such
                                         rules or guidelines as it deems appropriate to implement the Plan. The Committee may
                                         amend or modify any outstanding Awards in any manner to the extent the Committee would
                                         have had the authority under the Plan initially to make such Awards as so amended or
                                         modified. The Committee’s determinations under the Plan shall be final and binding
                                         on all persons and will be given the maximum deference permitted under Applicable Law.



 


Article
3.

SHARES AVAILABLE FOR GRANTS.


 


		3.1	BASIC
                                         LIMITATION. Shares issued pursuant to the Plan may be authorized but unissued
                                         shares or treasury shares, or shares reacquired by the Company. The number of shares
                                         stated in this Section 3.1 as available for the grant of Awards is subject to adjustment
                                         in accordance with Article 7. The aggregate number of Shares available for Awards under
                                         the Plan is 110,000,000. The maximum number of Shares that may be issued upon the exercise
                                         of ISOs will equal the aggregate Share number stated above, plus, to the extent allowable
                                         under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares
                                         that become available for issuance under the Plan pursuant to Section 3.2.



 






    -1-


     


    

 


		3.2	ADDITIONAL
                                         SHARES. Any shares of Common Stock subject to an Award that is canceled, forfeited
                                         or expires prior to exercise or realization, either in full or in part, shall again become
                                         available for issuance under the Plan as ISOs or any type of Award. 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 (a)
                                         shares tendered in payment of an Option, or (b) shares delivered or withheld by the Company
                                         to satisfy any tax withholding obligation. The
                                         Company, during the term of this Plan, will at all times reserve and keep available such
                                         number of Shares as will be sufficient to satisfy the requirements of the Plan.



 


Article
4.

ELIGIBILITY.


 


		4.1	NONSTATUTORY
                                         STOCK OPTIONS AND RESTRICTED SHARES. Service Providers shall be eligible for
                                         the grant of Restricted Shares. Only Service Providers of the Company or a Subsidiary
                                         shall be eligible for the grant of NQOs.



 


		4.2	INCENTIVE
                                         STOCK OPTIONS. Only Employees who are common-law employees of the Company, a
                                         Parent or a Subsidiary shall be eligible for the grant of ISOs.



 


Article
5.

OPTIONS.


 


		5.1	STOCK
                                         OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced by
                                         a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject
                                         to all applicable terms of the Plan and may be subject to any other terms that are not
                                         inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option
                                         is an ISO or an NQO. The provisions of the various Stock Option Agreements entered into
                                         under the Plan need not be identical.



 


		5.2	NUMBER
                                         OF SHARES. Each Stock Option Agreement shall specify the number of Shares subject
                                         to the Option and shall provide for the adjustment of such number in accordance with
                                         Article 7.



 


		5.3	EXERCISE
                                         PRICE. Each Stock Option Agreement shall specify the Exercise Price; provided
                                         that the Exercise Price shall in no event be less than 100% of the Fair Market Value
                                         of a Share on the date of grant. In the case of an ISO granted to a Participant who,
                                         at the time the ISO is granted, owns stock representing more than ten percent (10%) of
                                         the total combined voting power of all classes of stock of the Company or any Parent
                                         or Subsidiary, the term of the ISO will be five (5) years from the date of grant or such
                                         shorter term as may be provided in the Stock Option Agreement.



 


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



 






    -2-


     


    

 


		5.5	LIMITATIONS.
                                         Each Option will be designated in the Stock Option Agreement as either an ISO or a NQO.
                                         Notwithstanding such designation, however, to the extent that the aggregate Fair Market
                                         Value of the Shares with respect to which ISOs are exercisable for the first time by
                                         the Participant during any calendar year (under all plans of the Company and any Parent
                                         or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be
                                         treated as NQOs to the extent such treatment is not in violation of Section 409A. For
                                         purposes of this Section 5.5, ISOs will be taken into account in the order in which they
                                         were granted, the Fair Market Value of the Shares will be determined as of the time the
                                         Option with respect to such Shares is granted, and calculation will be performed in accordance
                                         with Code Section 422 and Treasury Regulations promulgated thereunder.



 


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



 


		5.7	EXERCISE
                                         OF OPTION.



 


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



 


An
Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee may specify
from time to time) from the person entitled to exercise the Option; and (ii) full payment for the Shares with respect to
which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method
of payment authorized by the Committee and permitted by the Stock Option Agreement and the Plan. Shares issued upon exercise of
an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and
his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist
with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article 7
of the Plan.


 






    -3-


     


    

 


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


 


		(b)	Termination
                                         of Relationship as a Service Provider. If a Participant ceases to be a Service Provider,
                                         other than upon the Participant’s termination as the result of the Participant’s
                                         death or Disability or as a result of termination for Cause, the Participant may exercise
                                         his or her Option within such period of time as is specified in the Stock Option Agreement
                                         (but in no event later than the expiration of the term of such Option as set forth in
                                         the Stock Option Agreement) to the extent that the Option is vested on the date of termination.
                                         In the absence of a specified time in the Stock Option Agreement, the Option shall remain
                                         exercisable for three (3) months following the Participant’s termination. Unless
                                         otherwise provided by the Committee, if on the date of termination the Participant is
                                         not vested as to his or her entire Option, the Shares covered by the unvested portion
                                         of the Option will revert to the Plan. If after termination the Participant does not
                                         exercise his or her Option within the time specified by the Committee, the Option will
                                         terminate, and the Shares covered by such Option will revert to the Plan.



 


		(c)	Termination
                                         for Cause.  Except as explicitly provided otherwise in a Participant’s
                                         Stock Option Agreement, if a Participant ceases to be a Service Provider as a result
                                         of termination for Cause, the Option will terminate immediately upon such Participant’s
                                         termination as a Service Provider, and the Participant will be prohibited from exercising
                                         his or her Option from and after the date of such termination as a Service Provider. 
                                         For the avoidance of doubt, notwithstanding any vesting schedule set forth in the Participant’s
                                         Stock Option Agreement, upon a Participant’s termination for Cause, all Options
                                         held by such Participant, vested and unvested, immediately will revert to the Plan.



 


		(d)	Disability
                                         of Participant. If a Participant ceases to be a Service Provider as a result of the
                                         Participant’s Disability, the Participant may exercise his or her Option within
                                         such period of time as is specified in the Stock Option Agreement (but in no event later
                                         than the expiration of the term of such Option as set forth in the Stock Option Agreement)
                                         to the extent the Option is vested on the date of termination. In the absence of a specified
                                         time in the Stock Option Agreement, the Option shall remain exercisable for twelve (12)
                                         months following the Participant’s termination. Unless otherwise provided by the
                                         Committee, if on the date of termination the Participant is not vested as to his or her
                                         entire Option, the Shares covered by the unvested portion of the Option will revert to
                                         the Plan. If after termination the Participant does not exercise his or her Option within
                                         the time specified herein, the Option will terminate, and the Shares covered by such
                                         Option will revert to the Plan.



 


		(e)	Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as
is specified in the Stock Option Agreement (but in no event later than the expiration of the term of such Option as set forth
in the Stock Option Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated
beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the
Committee. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative
of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will
or in accordance with the laws of descent and distribution. In the absence of a specified time in the Stock Option Agreement,
the Option shall remain exercisable for twelve (12)
                                         months following the Participant’s death. Unless otherwise provided by the Committee,
                                         if at the time of death Participant is not vested as to his or her entire Option, the
                                         Shares covered by the unvested portion of the Option immediately will revert to the Plan.
                                         If the Option is not so exercised within the time specified herein, the Option will terminate,
                                         and the Shares covered by such Option will revert to the Plan.



 






    -4-


     


    

 


		5.8	EARLY
                                         EXERCISE OF OPTIONS. An Option may, but need not, include a provision
                                         whereby the Participant may elect at any time before the Participant ceases to be a Service
                                         Provider, to exercise the Option as to any part or all of the Shares subject to the Option
                                         prior to the full vesting of the Option. Subject to any repurchase limitation, any
                                         unvested Shares so purchased may be subject to a repurchase right in favor of the Company
                                         or to any other restriction the Committee determines to be appropriate.



 


Article
6.

RESTRICTED SHARES.


 


		6.1	TIME,
                                         AMOUNT AND FORM OF AWARDS. Awards under the Plan may be granted in the form of
                                         Restricted Shares to Service Providers in such amounts as the Committee, in its sole
                                         discretion, will determine.



 


		6.2	STOCK
                                         AWARD AGREEMENT. Each Award of Restricted Shares will be evidenced by a Stock
                                         Award Agreement that will specify the Period of Restriction, the number of Shares granted,
                                         and such other terms and conditions as the Committee, in its sole discretion, will determine,
                                         including, without limitation, any price to be paid by the Participant for such Restricted
                                         Shares. Unless the Committee determines otherwise, the Company as escrow agent, will
                                         hold the Restricted Shares until the restrictions on such Shares have lapsed.



 


		6.3	VOTING
                                         AND DIVIDEND RIGHTS. Unless otherwise provided in the Stock Award Agreement,
                                         during the Period of Restriction, the holder of Restricted Shares awarded under the Plan
                                         shall have full voting, dividend and other rights provided with respect to the Shares.
                                         Without limitation, a Stock Award Agreement may require that the holders of Restricted
                                         Shares invest any cash dividends received in additional Restricted Shares (in which case
                                         such additional Restricted Shares shall be subject to the same conditions and restrictions
                                         as the Award with respect to which the dividends were paid), or may defer payment of
                                         any dividends until vesting of the Award.



 


		6.4	TRANSFERABILITY.
                                         Except as provided in this Article 6 or as the Committee determines, Restricted Shares
                                         may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
                                         until the end of the applicable Period of Restriction.



 


		6.5	OTHER
                                         RESTRICTIONS. The Committee, in its sole discretion, may impose such other restrictions
                                         on Restricted Shares as it may deem advisable or appropriate; provided however that restrictions
                                         and conditions applicable to Restricted Shares must be structured in a way that would
                                         cause such Restricted Shares to be exempt from Section 409A by virtue of such Restricted
                                         Shares being transferred under Section 83 of the Code.



 


		6.6	REMOVAL
                                         OF RESTRICTIONS. Except as otherwise provided in this Article 6, Shares
                                         of Common Stock covered by each Restricted Share grant made under the Plan will be released
                                         from escrow as soon as practicable after the last day of the Period of Restriction or
                                         at such other time as the Committee may determine. The Committee, in its discretion,
                                         may accelerate the time at which any restrictions will lapse or be removed.



 






    -5-


     


    

 


Article
7.

ADJUSTMENTS; DISSOLUTION OR LIQUIDATION; MERGER OR CHANGE IN CONTROL


 


		7.1	ADJUSTMENTS.
                                         In the event that any dividend or other distribution (whether in the form of cash, Shares,
                                         other securities, or other property), recapitalization, stock split, reverse stock split,
                                         reorganization, merger, consolidation, split-up, spin-off, combination,
                                         repurchase, or exchange of Shares or other securities of the Company, or other change
                                         in the corporate structure of the Company affecting the Shares occurs, the Committee,
                                         in order to prevent diminution or enlargement of the benefits or potential benefits intended
                                         to be made available under the Plan, will adjust the number and class of shares that
                                         may be delivered under the Plan and/or the number, class, and price of shares covered
                                         by each outstanding Award and the numerical Share limits in Article 3 of the Plan.
                                         It is intended that, if possible, any adjustments contemplated be made in a manner that
                                         satisfies applicable legal, tax (including, without limitation and as applicable in the
                                         circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge
                                         to earnings with respect to such adjustment) requirements.  Additionally, the Committee
                                         will make such adjustments to an Award required by Section 25102(o) of the California
                                         Corporations Code to the extent that the Company is relying upon the exemption afforded
                                         under such statute with respect to the Award.



 


		7.2	DISSOLUTION
                                         OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the
                                         Company, the Committee will notify each Participant as soon as practicable prior to the
                                         effective date of such proposed transaction. To the extent it has not been previously
                                         exercised, an Award will terminate immediately prior to the consummation of such proposed
                                         action.



 


		7.3	CERTAIN
                                         TRANSACTIONS/ CHANGE IN CONTROL. In the event of a merger, consolidation or similar
                                         transaction directly or indirectly involving the Company, each outstanding Award will
                                         be treated as the Committee determines (subject to the provisions of the following paragraph)
                                         whether with or without a Participant’s consent, including, without limitation,
                                         that (i) such Award will be assumed, or a substantially equivalent Award will be
                                         substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with
                                         appropriate adjustments as to the number and kind of shares and prices as set forth in
                                         Section 7.1; (ii) upon written notice to the applicable Participant, such Award
                                         will terminate upon or immediately prior to the consummation of such transaction; (iii) (1)
                                         such Award will terminate in exchange for an amount of cash and/or property, if any,
                                         equal to the amount that would have been attained upon the exercise of such Award or
                                         realization of the applicable Participant’s rights as of the date of the occurrence
                                         of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence
                                         of such transaction the Committee determines in good faith that no amount would have
                                         been attained upon the exercise of such Award or realization of the applicable Participant’s
                                         rights thereunder, then such Award may be terminated by the Company without payment),
                                         or (2) such Awards will be replaced with other rights or property selected by the
                                         Committee in its sole discretion; or (iv) any combination of the foregoing. In taking
                                         any of the actions permitted under this Section 7.3, the Committee will not be obligated
                                         to treat all Awards, all Awards held by a Participant, all Awards of the same type, or
                                         all portions of the same Award, similarly.



 


Notwithstanding
the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly involving
the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute
for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise all of his or her outstanding
Options (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise
be vested or exercisable, all restrictions on Restricted Shares (or portions thereof) not assumed or substituted for will lapse,
and, with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance
goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and
conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement or other written agreement
between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. In addition, if an Option (or portion
thereof) is not assumed or substituted for, the Committee will notify the Participant in writing or electronically that the Option
(or its applicable portion) will be exercisable for a period of time determined by the Committee in its sole discretion, and the
Option (or its applicable portion) will terminate upon the expiration of such period.


 






    -6-


     


    

 


Notwithstanding
anything in this Section 7.3 to the contrary, and unless otherwise provided for in an Award Agreement or other written agreement
between the Participant and the Company or any of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon
the satisfaction of one or more performance goals will not be considered assumed if the Company or its acquirer or successor modifies
any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals
only to reflect the acquiring or succeeding corporation’s corporate structure following the applicable transaction will
not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding
anything in this Section 7.3 to the contrary, if a payment under an Award Agreement is subject to Code Section 409A
and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply
with the definition of “change in control” for purposes of a distribution under Code Section 409A, then any payment
of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would
be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.


 


		7.4	OUTSIDE
                                         DIRECTOR AWARDS. With respect to Awards granted to an Outside Director, in the
                                         event of a Change in Control in which such Awards are assumed or substituted for, if
                                         on the date of or following such assumption or substitution the Participant’s status
                                         as a Director or a director of the successor corporation, as applicable, is terminated
                                         other than upon a voluntary resignation by the Participant (unless such resignation is
                                         at the request of the acquirer), then the Participant will fully vest in and have the
                                         right to exercise Options as to all of the Shares underlying such Award, including those
                                         Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
                                         Stock will lapse, and, with respect to Awards with performance-based vesting, unless
                                         specifically provided otherwise under the applicable Award Agreement, a Company policy
                                         applicable to the Participant, or other written agreement between the Participant and
                                         the Company, all performance goals or other vesting criteria will be deemed achieved
                                         at one hundred percent (100%) of target levels and all other terms and conditions met.



 


		7.5	MODIFICATION
                                         OR ASSUMPTION OF OPTIONS. The Committee may modify, extend or assume outstanding
                                         options or may accept the cancellation of outstanding options (whether granted by the
                                         Company or by another issuer) in return for the grant of new options for the same or
                                         a different number of shares and at the same or a different exercise price. The foregoing
                                         notwithstanding, no modification of an Option shall, without the consent of the Optionee,
                                         alter or impair his or her rights or obligations under such Option (except that the Committee
                                         has the authority to amend any outstanding Option without the Optionee’s consent
                                         if the Committee deems it necessary or advisable to comply with Code Section 409A). In
                                         addition, to the extent the Committee’s modification of the purchase price or the
                                         exercise price of any outstanding Award effects a repricing, shareholder approval shall
                                         be required before the repricing is effective.



 






    -7-


     


    

 


Article
8.

LEAVE OF ABSENCE/ TRANSFERABILITY


 


		8.1	LEAVE
                                         OF ABSENCE/TRANSFER BETWEEN LOCATIONS. Unless the Committee provides otherwise
                                         and except as required by Applicable Laws, vesting of Awards granted hereunder will be
                                         suspended during any unpaid leave of absence. For purposes of ISOs, no such leave may
                                         exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed
                                         by statute or contract. If reemployment upon expiration of a leave of absence approved
                                         by the Company is not so guaranteed, then six (6) months following the first (1st)
                                         day of such leave any ISO held by the Participant will cease to be treated as an ISO
                                         and will be treated for tax purposes as a NQO.



 


		8.2	TRANSFERABILITY
                                         OF AWARDS. Unless determined otherwise by the Committee, an Award may not be
                                         sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
                                         than by will or by the laws of descent or distribution and may be exercised, during the
                                         lifetime of the Participant, only by the Participant. If the Committee makes an Award
                                         transferable, such Award will not be transferable other than for no consideration, and
                                         will contain such additional terms and conditions as the Committee deems appropriate.



 


Article
9.

LIMITATION ON RIGHTS.


 


		9.1	RETENTION
                                         RIGHTS. Neither the Plan nor any Award granted under the Plan shall be deemed
                                         to give any individual a right to remain a Service Provider. The Company and its Parents
                                         and Subsidiaries reserve the right to terminate the service of any Service Provider at
                                         any time, with or without Cause, subject to Applicable Laws, the Company’s certificate
                                         of incorporation and bylaws and a written employment agreement (if any).



 


		9.2	REGULATORY
                                         REQUIREMENTS. Any other provision of the Plan notwithstanding, the obligation
                                         of the Company to issue Shares under the Plan shall be subject to all Applicable Laws,
                                         rules and regulations and such approval by any regulatory body as may be required. The
                                         Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant
                                         to any Award prior to the satisfaction of all legal requirements relating to the issuance
                                         of such Shares, to their registration, qualification or listing or to an exemption from
                                         registration, qualification or listing.



 


Article
10.

TAX.


 


		10.1	GENERAL.
                                         To the extent provided by the terms of an Award Agreement and subject to the discretion
                                         of the Committee, the Participant may satisfy any federal, state, local, foreign or other
                                         taxes (including the Participant’s FICA obligation) tax withholding obligation
                                         relating to the exercise or acquisition of Common Stock under an Award by any of the
                                         following means (in addition to the Company’s right to withhold from any compensation
                                         paid to the Participant by the Company) or by a combination of such means: (a) tendering
                                         a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the
                                         shares of Common Stock otherwise issuable to the Participant as a result of the exercise
                                         or acquisition of Common Stock under the Award, provided, however, that no shares of
                                         Common Stock are withheld with a value exceeding the minimum amount of tax required to
                                         be withheld by law; or (c) delivering to the Company previously owned and unencumbered
                                         shares of Common Stock of the Company. The Company shall not be required to issue any
                                         Shares or make any cash payment under the Plan until such obligations are satisfied.
                                         The amount of the withholding requirement will be deemed to include any amount which
                                         the Committee agrees may be withheld at the time the election is made, not to exceed
                                         the amount determined by using the maximum federal, state or local marginal income tax
                                         rates applicable to the Participant with respect to the Award on the date that the amount
                                         of tax to be withheld is to be determined. The Fair Market Value of the Shares to be
                                         withheld or delivered will be determined as of the date that the taxes are required to
                                         be withheld.



 






    -8-


     


    

 


		10.2	COMPLIANCE
                                         WITH CODE SECTION 409A. All Awards granted hereunder are intended to be
                                         exempt from or comply with the requirements of Section 409A. Any ambiguities in this
                                         Plan or any Award granted hereunder will be interpreted to so comply with or be exempt
                                         from Section 409A, as appropriate. The terms of the Plan and any Award granted under
                                         the Plan shall be interpreted, operated and administered in a manner consistent with
                                         the foregoing intention. Notwithstanding any other provision in the Plan or an Award
                                         Agreement, the Committee, to the extent it unilaterally deems necessary or advisable
                                         in its sole discretion, reserves the right, but shall not be required, to amend or modify
                                         the Plan and any Award granted under the Plan so that the Award qualifies for exemption
                                         from or complies with Section 409A; provided, however, that the Company makes no representation
                                         that the Awards granted under the Plan shall be exempt from or comply with Section 409A
                                         of the Code. Any amounts payable under the Plan shall be excludible from the requirements
                                         of Section 409A, either as involuntary separation pay or as short-term deferral amounts,
                                         to the maximum possible extent. In no event will
                                         the Company (or any Parent or Subsidiary of the Company, as applicable) have any liability
                                         for or reimburse a Participant for any taxes imposed or other costs incurred under Section 409A.



 


Whenever
in the provision of payment or benefit under the Plan is conditioned on the Service Provider’s execution and non-revocation
of a waiver and release of claims, such waiver and release must be executed and not revoked, and all revocation periods must have
expired, on or prior to the stated payment date; otherwise, the payment or benefit is forfeited. In no event may a Service Provider,
directly or indirectly, designate the calendar year of a payment.


 


Article
11.

AMENDMENT/ TERMINATION/ TERM.


 


		11.1	TERM
                                         OF THE PLAN Subject to Section 12.4 of the Plan, the Plan will become effective
                                         upon its adoption by the Board. Unless sooner terminated under Section 11.2, it will
                                         continue in effect for a term of ten (10) years from the date of such approval.



 


		11.2	AMENDMENT
                                         AND TERMINATION. The Board may at any time amend, alter, suspend or terminate
                                         the Plan, provided any such amendment, alteration or suspension is in compliance with
                                         Section 409A, to the extent applicable.



 


		11.3	STOCKHOLDER
                                         APPROVAL. The Company will obtain stockholder approval of any Plan amendment
                                         to the extent necessary and desirable to comply with Applicable Laws.



 


		11.4	EFFECT
                                         OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension or termination
                                         of the Plan will impair the rights of any Participant, unless mutually agreed otherwise
                                         between the Participant and the Committee, which agreement must be in writing and signed
                                         by the Participant and the Company. Termination of the Plan will not affect the Committee’s
                                         ability to exercise the powers granted to it hereunder with respect to Awards granted
                                         under the Plan prior to the date of such termination.



 






    -9-


     


    

 


Article
12.

CONDITIONS UPON ISSUANCE OF SHARES.


 


		12.1	LEGAL
                                         COMPLIANCE. Shares will not be issued pursuant to the exercise of an Award unless
                                         the grant and exercise of such Award and the issuance and delivery of such Shares will
                                         comply with Applicable Laws and will be further subject to the approval of counsel for
                                         the Company with respect to such compliance.



 


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



 


		12.3	INABILITY
                                         TO OBTAIN AUTHORITY. The inability
                                         of the Company to obtain authority from any regulatory body having jurisdiction or to
                                         complete or comply with the requirements of any registration or other qualification of
                                         the Shares under any state, federal or non U.S. law or under the rules and regulations
                                         of the Securities and Exchange Commission, the stock exchange on which Shares of the
                                         same class are then listed, or any other governmental or regulatory body, which authority,
                                         registration, qualification or rule compliance is deemed by the Company’s counsel
                                         to be necessary or advisable for the issuance and sale of any Shares hereunder, will
                                         relieve the Company of any liability in respect of the failure to issue or sell such
                                         Shares as to which such requisite authority, registration, qualification or rule compliance
                                         will not have been obtained.



 


		12.4	STOCKHOLDER
                                         APPROVAL. The Plan will be subject to approval by the stockholders of the Company
                                         within twelve (12) months after the date the Plan is adopted by the Board.



 


		12.5	ENTIRE
                                         AGREEMENT; GOVERNING LAW. The Plan and each Award Agreement constitute the entire
                                         agreement of the parties with respect to the subject matter hereof and supersede in their
                                         entirety all prior undertakings and agreements of the Company and Participant with respect
                                         to the subject matter thereof. The Plan and each Award Agreement is governed by the internal
                                         substantive laws but not the choice of law rules of the State of Nevada.



 


		12.6	SUCCESSORS
                                         AND ASSIGNS. The Company may assign any of its rights under this Plan and any
                                         Award Agreement to single or multiple assignees, and this Plan and any Award Agreement
                                         shall inure to the benefit of the successors and assigns of the Company. Subject to the
                                         restrictions on transfer herein set forth, this Plan and any Award Agreement shall be
                                         binding upon Participant and his or her heirs, executors, administrators, successors
                                         and assigns.



 


		12.7	CLAWBACK.
                                         Notwithstanding any other provisions in this Plan to the contrary, any Award received
                                         by a Subject Participant, and/or any Share issued upon exercise of any Award received
                                         by a Subject Participant hereunder, and/or any amount received with respect to any sale
                                         of any such Award or Share, will be subject to potential cancellation, recoupment, rescission,
                                         payback or other action to the extent required pursuant to Applicable Law, government
                                         regulation or national securities exchange listing requirement (or any clawback policy
                                         adopted by the Company pursuant to any such law, government regulation or national securities
                                         exchange listing requirement). Each Subject Participant agrees and consents to the Company’s
                                         application, implementation and enforcement of any policy established by the Company
                                         that may apply to the Subject Participant and any provision of applicable law, government
                                         regulation or national securities exchange listing requirement relating to cancellation,
                                         rescission, payback or recoupment of compensation, and expressly agrees that the Company
                                         may take such actions as are necessary to effectuate any such policy (as applicable to
                                         the Subject Participant) or Applicable Law, government regulation or national securities
                                         exchange listing requirement without further consent or action being required by the
                                         Subject Participant.



 






    -10-


     


    

 


Article
13.

DEFINITIONS.


 


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



 


		13.2	“Award”
                                         means any award of an Option or a Restricted Share under the Plan.



 


		13.3	“Award
                                         Agreement” means either or both a Stock Option Agreement and a Stock Award
                                         Agreement.



 


		13.4	“Board”
                                         means the Company’s Board of Directors, as constituted from time to time.



 


		13.5	“Cause”
                                         means, with respect to a Participant, the occurrence of any of the following events:
                                         (i) such Participant’s commission of a felony or any crime involving fraud, dishonesty
                                         or moral turpitude under the laws of the United States or any state thereof; (ii) such
                                         Participant’s attempted commission of, or participation in, a fraud or act of dishonesty
                                         against the Company, Parent or Subsidiary; (iii) such Participant’s intentional,
                                         material violation of any contract or agreement between the Participant and the Company,
                                         Parent or Subsidiary or of any statutory duty owed to the Company, Parent or Subsidiary;
                                         (iv) such Participant’s unauthorized use or disclosure of the Company’s,
                                         Parent’s or Subsidiary’s confidential information or trade secrets; (v) such
                                         Participant’s gross negligence or willful misconduct; or (vi) such Participant’s
                                         action which constitutes “Cause” under his or her applicable employment or
                                         consulting agreement. The determination that a termination of the Participant’s
                                         continuous status as a Service Provider is either for Cause or without Cause shall be
                                         made by the Company in its sole discretion. Any determination by the Company that Participant’s
                                         continuous status as a Service Provider was terminated by reason of dismissal without
                                         Cause for the purposes of outstanding Awards held by such Participant shall have no effect
                                         upon any determination of the rights or obligations of the Company or such Participant
                                         for any other purpose. If, subsequent to a Participant’s termination as a Service
                                         Provider, it is discovered that such Participant could have been terminated for Cause,
                                         the Participant shall, at the election of the Company, in its sole discretion, be deemed
                                         to have been terminated for Cause retroactively to the date the events giving rise to
                                         Cause occurred. In such event, any amounts or Shares received under this Plan shall be
                                         returned to the Company within thirty (30) days of the Company’s written demand.



 


		13.6	“Change
                                         in Control” shall mean the occurrence of any of the following events:



 


		(a)	Change
                                         in Ownership of the Company. A change in the ownership of the Company which occurs
                                         on the date that any one person, or more than one person acting as a group (“Person”),
                                         acquires ownership of the stock of the Company that, together with the stock held by
                                         such Person, constitutes more than fifty percent (50%) of the total voting power of the
                                         stock of the Company, provided, however, that for
                                         purposes of this subsection (a), the acquisition of additional stock by any one Person,
                                         who is considered to own more than fifty percent (50%) of the total voting power of the
                                         stock of the Company will not be considered a Change in Control; or



 






    -11-


     


    

 


		(b)	Change
                                         in Effective Control of the Company. A change in the effective control of the Company
                                         occurs on the date that a majority of members of the Board is replaced during any twelve
                                         (12) month period by Directors whose appointment or election is not endorsed by a majority
                                         of the members of the Board prior to the date of the appointment or election. For purposes
                                         of this subsection (b), if any Person is considered to be in effective control of the
                                         Company, the acquisition of additional control of the Company by the same Person will
                                         not be considered a Change in Control; or



 


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



 


For
purposes of this Section 13.6, persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


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


 


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


 


		13.7	“Code”
                                         means the Internal Revenue Code of 1986, as amended.



 


		13.8	“Committee”
                                         means a committee of the Board, as described in Article 2.



 


		13.9	“Common
                                         Stock” means the common stock, par value $0.001 per share, of the Company.



 


		13.10	“Company”
                                         means RedHawk Holdings Corp., a Nevada corporation.



 


		13.11	“Consultant”
                                         means a consultant or adviser who provides bona fide services to the Company, a Parent
                                         or a Subsidiary as an independent contractor. Service as a Consultant shall be considered
                                         employment for all purposes of the Plan, except as provided in Section 4.2.



 






    -12-


     


    

 


		13.12	“Director”
                                         shall mean a member of the Board.



 


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



 


		13.14	“Employee”
                                         means a common-law employee of the Company, a Parent or a Subsidiary.



 


		13.15	“Exchange
                                         Act” means the Securities Exchange Act of 1934, as amended.



 


		13.16	“Exercise
                                         Price” means the amount for which one Share may be purchased upon exercise
                                         of such Option, as specified in the applicable Stock Option Agreement.



 


		13.17	“Fair
                                         Market Value” means, for so long as the Common Stock is listed on
                                         any established stock exchange or a national market system, including without limitation
                                         the New York Stock Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market
                                         or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be
                                         the closing sales price for such stock (or the closing bid, if no sales were reported)
                                         as quoted on such exchange or system on the day of determination, as reported in The
                                         Wall Street Journal or such other source as the Administrator deems reliable.
                                         If the Common Stock is regularly quoted by a recognized
                                         securities dealer but selling prices are not reported, the Fair Market Value of a Share
                                         will be the mean between the high bid and low asked prices for the Common Stock on the
                                         day of determination, as reported in The Wall Street Journal or such
                                         other source as the Committee deems reliable.  In the absence of an established
                                         market for the Common Stock, the Fair Market Value shall be determined in good faith
                                         by the Committee and such determination shall be conclusive and binding on all persons.



 


		13.18	“ISO”
                                         means an incentive stock option described in section 422(b) of the Code.



 


		13.19	“NQO”
                                         means a stock option not described in sections 422 or 423 of the Code.



 


		13.20	“Option”
                                         means an ISO or NQO granted under the Plan and entitling the holder to purchase Shares.



 


		13.21	“Optionee”
                                         means an individual or estate who holds an Option.



 


		13.22	“Outside
                                         Director” means a Director who is not an Employee.



 


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



 


		13.24	“Participant”
                                         means an individual or estate who holds an Award.



 


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



 


		13.26	“Plan”
                                         means this RedHawk Holdings Corp. 2019 Stock Incentive Plan, as amended from time to
                                         time.



 






    -13-


     


    

 


		13.27	“Restricted
                                         Share” means a Share awarded under the Plan.



 


		13.28	“Service
                                         Provider” means an Employee, Director or Consultant.



 


		13.29	“Share”
                                         means a share of Common Stock, as adjusted in accordance with Article 7 of the Plan.



 


		13.30	“Stock
                                         Award Agreement” means the agreement between the Company and the recipient
                                         of a Restricted Share that contains the terms, conditions and restrictions pertaining
                                         to such Restricted Share.



 


		13.31	“Stock
                                         Option Agreement” means the agreement between the Company and an Optionee
                                         that contains the terms, conditions and restrictions pertaining to his or her Option.



 


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



 


		13.33	“Subject
                                         Participant” means a Participant who is designated by the Board as an “executive
                                         officer” under the Exchange Act.



 


Article
14.

EXECUTION.


 


To
record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this document in the
name of the Company.


 


		REDHAWK
HOLDINGS CORP.
	 	 	 
	 	By:	/s/ G. Darcy Klug	 
	 	G.
Darcy Klug, Interim Chief Executive Officer 

and Chief Financial Officer



 






    -14-