Exhibit 10.12



RENOVARO
BIOSCIENCES INC.



2023
EQUITY INCENTIVE PLAN



Renovaro
BioSciences Inc. (the “Company”) sets forth herein the terms and conditions of its 2023 Equity Incentive Plan (the
“Plan”), as follows:



| | 1. | PURPOSE
| | -- | -------



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



| | 2. | DEFINITIONS
| | -- | -----------



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



“Acquiror”
shall have the meaning set forth in Section 15.3(ii).



“Affiliate”
means any company or other trade or business that “controls,” is “controlled by,” or is “under common control
with,” the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any
Subsidiary.



“Award”
means a grant, under the Plan, of an Option, SAR, Restricted Shares, RSUs, Other Stock-based Award or cash award.



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



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



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





1







“Cause”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or, if there is
no such definition, “Cause” means, as determined by the Company and unless otherwise provided in an applicable Award
Agreement: (i) the Grantee’s willful failure to perform the Grantee’s duties and responsibilities; (ii) the Grantee’s
commission of any act of fraud, embezzlement, dishonesty or willful misconduct; (iii) unauthorized use or disclosure by the Grantee of
any proprietary information of the Company or any Affiliate; or (iv) Grantee’s willful breach of any of the Grantee’s obligations
under any agreement with the Company or any Affiliate. The Committee, in its absolute discretion, shall determine the effect of all matters
and questions relating to the existence of Cause.



“Change
in Control” shall mean, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” the occurrence of any of the following events:



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



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



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



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



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



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



“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any valid and binding governmental regulations, court decisions and other regulatory and judicial authority
issued or promulgated thereunder.





2







“Committee”
means a committee of members of the Board appointed by the Board to administer the Plan in accordance with Section 3. The Board
shall cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed.



“Company”
shall have the meaning set forth in the preamble.



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



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



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



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



“Effective
Date” means July 21, 2023, the date the Plan was approved by the Company’s stockholders.



“Exchange
Act” means the Securities Exchange Act of 1934, as not in effect or as hereafter amended.



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



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





3







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



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



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



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



“Issued
Shares” means, collectively, all outstanding Shares issued pursuant to Awards (including without limitation, outstanding Restricted
Shares prior to or after vesting and shares issued in connection with the exercise of an Option or SAR or the settlement of an RSU).



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



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



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



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



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



“Plan”
shall have the meaning set forth in the preamble.



“Prior
Plans” means the Renovaro BioSciences, Inc. 2019 Equity Incentive Plan and the Dandrit Biotech USA, Inc. 2014 Stock Incentive
Plan.



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



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



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



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



“SAR”
means a right granted to a Grantee under Section 9.



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



“SEC”
means the United States Securities and Exchange Commission.





4







“Section 409A”
means Code Section 409A.



“Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.



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



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



“Share”
means one share of Common Stock.



“Stockholder”
means a stockholder of the Company.



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



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



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



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



| | 3. | ADMINISTRATION
                                            OF THE PLAN
| | -- | ----------------------------------------------------------------------



3.1.
    General



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





5







3.2.     Committee
Composition



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



3.3.     Authority
of Board



Except
as specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement, or the
articles of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make
all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority
to take all such other actions and make all such other determinations, including determinations of fact, not inconsistent with the specific
terms and conditions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The interpretation
and construction by the Board of the Plan, any Award, or any Award Agreement shall be final, binding, and conclusive. Without limitation,
the Board shall have full and final authority, subject to the other terms and conditions of the Plan, to:



| | (i) | construe
                                            and interpret the Plan and apply its provisions;
| | --- | -----------------------------------------------------------------------------------------------------



| | (ii) | designate
                                            Grantees;
| | ---- | ---------------------------------------------------------------



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



| | (iv) | determine
                                            the number of Shares to be subject to an Award;
| | ---- | -----------------------------------------------------------------------------------------------------



| | (v) | establish
                                            the terms and conditions of each Award (including, but not limited to, the Option Price of
                                            any Option, the nature and duration of any restriction or condition (or provision for lapse
                                            thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares
                                            subject thereto, and any terms or conditions that may be necessary to qualify Options as
                                            Incentive Stock Options);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





6







| | (vi) | prescribe
                                            the form of each Award Agreement;
| | ---- | ---------------------------------------------------------------------------------------



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



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



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



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



| | 3.4. | Separation
                                            from Service for Cause; Clawbacks
| | ---- | ----------------------------------------------------------------------------------------



| | 3.4.1. | Separation
                                            from Service for Cause
| | ------ | -----------------------------------------------------------------------------



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



| | 3.4.2. | Clawbacks
| | ------ | ---------



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



| | 3.5. | Deferral
                                            Arrangement
| | ---- | ----------------------------------------------------------------



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





7







| | 3.6. | No
                                            Liability
| | ---- | --------------------------------------------------------



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



| | 3.7. | Book
                                            Entry
| | ---- | ------------------------------------------------------



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



| | 4. | shares
                                            SUBJECT TO THE PLAN
| | -- | ----------------------------------------------------------------------



| | 4.1. | Authorized
                                            Number of Shares
| | ---- | -----------------------------------------------------------------------



Subject
to adjustment under Section 15, the total number of Shares authorized to be awarded under the Plan shall not exceed the sum
of (i) 4,000,000 and (ii) the number of Shares available for the grant of awards as of the Effective Date under the Prior Plans. In addition,
Shares underlying any outstanding award granted under the Prior Plans that, after the Effective Date, expires, or is terminated, surrendered,
or forfeited for any reason without issuance of Shares shall be available for the grant of new Awards. As provided in Section 1,
no new awards shall be granted under the Prior Plans after the Effective Date. Shares issued under the Plan shall consist in whole or
in part of authorized but unissued Shares, treasury Shares, or Shares purchased on the open market or otherwise, all as determined by
the Company from time to time. All of the Shares available under this 4.1 shall be available for issuance under Incentive Stock Options.



| | 4.2. | Share
                                            Counting
| | ---- | ----------------------------------------------------------



| | 4.2.1. | General
| | ------ | -------



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



| | 4.2.2. | Cash-Settled
                                            Awards
| | ------ | ---------------------------------------------------------------



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



| | 4.2.3. | Expired
                                            or Terminated Awards
| | ------ | ------------------------------------------------------------------------



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





8







| | 4.2.4. | Repurchased,
                                            Surrendered, or Forfeited Awards
| | ------ | -----------------------------------------------------------------------------------------



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



| | 4.2.5. | Payment
                                            of Option Price or Tax Withholding in Shares
| | ------ | ------------------------------------------------------------------------------------------------



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



| | 4.2.6. | Substitute
                                            Awards
| | ------ | -------------------------------------------------------------



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



| | 5. | EFFECTIVE
                                            DATE, DURATION, AND AMENDMENTS
| | -- | ------------------------------------------------------------------------------------



| | 5.1. | Term
| | ---- | ----



The
Plan shall be effective as of the Effective Date, provided that it has been approved by the Stockholders. The Plan shall terminate automatically
on the ten-year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2.



| | 5.2. | Amendment
                                            and Termination of the Plan
| | ---- | ---------------------------------------------------------------------------------



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





9







| | 6. | AWARD
                                            ELIGIBILITY AND LIMITATIONS
| | -- | -----------------------------------------------------------------------------



| | 6.1. | Service
                                            Providers
| | ---- | -------------------------------------------------------------



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



| | 6.2. | Successive
                                            Awards
| | ---- | -------------------------------------------------------------



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



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



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



| | 7. | AWARD
                                            AGREEMENT
| | -- | -----------------------------------------------------------



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



| | 8. | TERMS
                                            AND CONDITIONS OF OPTIONS
| | -- | ---------------------------------------------------------------------------



| | 8.1. | Option
                                            Price
| | ---- | --------------------------------------------------------



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





10







| | 8.2. | Vesting
| | ---- | -------



Subject
to Section 8.3, each Option shall become exercisable at such times and under such terms and conditions (including, without
limitation, performance requirements) as may be determined by the Board and stated in the Award Agreement. No Option may be exercised
for a fraction of a Share. The Board may, but shall not be required to, provide for an acceleration of vesting and exercisability in
the terms of any Award Agreement upon the occurrence of a specified event.



| | 8.3. | Term
| | ---- | ----



8.3.1       General



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



8.3.2       Separation
from Service



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



8.3.3       Extension
of Termination Date



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





11







8.3.4       Disability
of Grantee



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



8.3.5       Death
of Grantee



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



| | 8.4. | Limitations
                                            on Exercise of Option
| | ---- | -----------------------------------------------------------------------------



Notwithstanding
any other term or condition of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan
is approved by the Stockholders as provided herein or (ii) after the occurrence of an event that results in termination of the Option.



| | 8.5. | Method
                                            of Exercise
| | ---- | --------------------------------------------------------------



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



| | 8.6. | Rights
                                            of Holders of Options
| | ---- | ------------------------------------------------------------------------



Unless
otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of a Stockholder
(for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting
of the subject Shares) until the Shares covered thereby are fully paid and issued to the Grantee. Except as provided in Section 15or the related Award Agreement, no adjustment shall be made for dividends, distributions, or other rights for which the record date
is before the date of such issuance.





12







| | 8.7. | Limitations
                                            on Incentive Stock Options
| | ---- | ----------------------------------------------------------------------------------



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



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



| | 9.1. | Right
                                            to Payment
| | ---- | ------------------------------------------------------------



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



| | 9.2. | Other
                                            Terms
| | ---- | -------------------------------------------------------



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



| | 9.3. | Term
                                            of SARs
| | ---- | --------------------------------------------------------



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





13







| | 9.4. | Payment
                                            of SAR Amount
| | ---- | -----------------------------------------------------------------



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



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



| | (ii) | the
                                            number of Shares with respect to which the SAR is exercised.
| | ---- | ------------------------------------------------------------------------------------------------------------



| | 10. | TERMS
                                            AND CONDITIONS OF RESTRICTED SHARES AND RSUs
| | --- | ----------------------------------------------------------------------------------------------



| | 10.1. | Restrictions
| | ----- | ------------



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



| | 10.2. | Restricted
                                            Share Certificates
| | ----- | -------------------------------------------------------------------------



The
Company shall issue, in the name of each Grantee to whom Restricted Shares have been granted, stock certificates or other evidence of
ownership representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after the Grant
Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s
benefit until such time as any Restricted Shares are forfeited to the Company or the restrictions lapse, or (ii) such certificates shall
be delivered to the Grantee; provided, however, that such certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.



| | 10.3. | Rights
                                            of Holders of Restricted Shares
| | ----- | ----------------------------------------------------------------------------------



Unless
the Board otherwise provides in an Award Agreement and subject to Section 17.10, holders of Restricted Shares shall have
rights as Stockholders, including voting and dividend rights.



| | 10.4. | Rights
                                            of Holders of RSUs
| | ----- | ---------------------------------------------------------------------



| | 10.4.1. | Settlement
                                            of RSUs
| | ------- | --------------------------------------------------------------



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





14







| | 10.4.2. | Voting
                                            and Dividend Rights
| | ------- | ----------------------------------------------------------------------



Unless
otherwise stated in the applicable Award Agreement and subject to Section 17.10, holders of RSUs shall not have rights as
Stockholders, including no voting or dividend or dividend equivalents rights.



| | 10.4.3. | Creditor’s
                                            Rights
| | ------- | -------------------------------------------------------------



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



| | 10.5. | Purchase
                                            of Restricted Shares
| | ----- | -------------------------------------------------------------------------



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



| | 10.6. | Delivery
                                            of Stock Certificates
| | ----- | --------------------------------------------------------------------------



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



| | 11. | FORM
                                            OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES
| | --- | ---------------------------------------------------------------------------------------------



| | 11.1. | General
                                            Rule
| | ----- | --------------------------------------------------------



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



| | 11.2. | Surrender
                                            of Stock
| | ----- | --------------------------------------------------------------



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





15







| | 11.3. | Cashless
                                            Exercise
| | ----- | -------------------------------------------------------------



With
respect to an Option only (and not with respect to Restricted Shares), to the extent permitted by law and to the extent the Award Agreement
so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable
direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to
the Company in payment of the Option Price and any withholding taxes described in Section 17.3.



| | 11.4. | Other
                                            Forms of Payment
| | ----- | ------------------------------------------------------------------



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



| | 12. | TERMS
                                            AND CONDITIONS OF PERFORMANCE AWARDS
| | --- | --------------------------------------------------------------------------------------



The
right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award
subject to performance conditions.



| | 13. | other
                                            sTOCK-based awards
| | --- | --------------------------------------------------------------------



| | 13.1. | Grant
                                            of Other Stock-based Awards
| | ----- | -----------------------------------------------------------------------------



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



| | 13.2. | Terms of Other
Stock-based Awards
| | ----- | ---------------------------------



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





16







| | 14. | REQUIREMENTS
                                            OF LAW
| | --- | ---------------------------------------------------------------



| | 14.1. | General
| | ----- | -------



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



| | 14.2. | California
                                            Grantees
| | ----- | ---------------------------------------------------------------



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



| | 14.3 | Rule 16b-3.
| | ---- | -----------



During
any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards and the exercise of Options granted to officers and directors hereunder shall qualify for the exemption provided by Rule
16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall
not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify
this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or
its replacement.





17









| | 14.4 | Non-Exempt Employees.
| | ---- | ---------------------



No
Option granted to a Grantee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first
exercisable for any shares of Common Stock until at least six months following the date of grant of the Option. Notwithstanding the foregoing,
consistent with the provisions of the Worker Economic Opportunity Act, in the event of the Grantee’s death or Disability, upon
a Change in Control in which the vesting of such Options accelerates, or upon the Grantee’s retirement (as such term may be defined
in the Grantee’s Award Agreement or in another applicable agreement or in accordance with the Company’s then current employment
policies and guidelines) any such vested Options may be exercised earlier than six months following the date of grant. The foregoing
provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an
Option shall be exempt from the Grantee’s regular rate of pay.



| | 15. | EFFECT
                                            OF CHANGES IN CAPITALIZATION
| | --- | -------------------------------------------------------------------------------



| | 15.1. | Changes
                                            in Common Stock
| | ----- | -------------------------------------------------------------------



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



| | 15.2. | Effect
                                            of Certain Transactions
| | ----- | --------------------------------------------------------------------------



Except
as otherwise provided in an Award Agreement, in the event of a Corporate Transaction, the Plan and the Awards shall continue in effect
in accordance with their respective terms, except that after a Corporate Transaction either (i) each outstanding Award shall be treated
as provided for in the agreement entered into in connection with the Corporate Transaction or (ii) if not so provided in such agreement,
each Grantee shall be entitled to receive in respect of each Share subject to any outstanding Awards, upon exercise or payment or transfer
in respect of any Award, the same number and kind of stock, securities, cash, property, or other consideration that each Stockholder
was entitled to receive in the Corporate Transaction in respect of one Share; provided, however, that, unless otherwise
determined by the Board, such stock, securities, cash, property or other consideration shall remain subject to all of the terms and conditions
(including performance criteria) that were applicable to the Awards before such Corporate Transaction. Without limiting the generality
of the foregoing, the treatment of outstanding Options and SARs under this Section 15.2 in connection with a Corporate Transaction
in which the consideration paid or distributed to the Stockholders is not entirely shares of common stock of the acquiring or resulting
corporation may include the cancellation of outstanding Options and SARs upon consummation of the Corporate Transaction as long as, at
the election of the Board, (A) the holders of affected Options and SARs have been given a period of at least 15 days before the date
of the consummation of the Corporate Transaction to exercise the Options or SARs (to the extent otherwise exercisable) or (B) the holders
of the affected Options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled
an amount equal to the excess, if any, of the per Share price paid or distributed to Stockholders in the Corporate Transaction (the value
of any noncash consideration to be determined by the Board) over the Option Price or SAR Exercise Price, as applicable. For avoidance
of doubt, (i) the cancellation of Options and SARs under clause (B) of the preceding sentence may be effected notwithstanding any other
term or condition of the Plan or any Award Agreement and (ii) if the amount determined under clause (B) of the preceding sentence is
zero or less, the affected Option or SAR may be cancelled without any payment therefore. The treatment of any Award as provided in this
Section 15.2 shall be conclusively presumed to be appropriate for purposes of Section 15.1.





18







| | 15.3. | Change
                                            in Control
| | ----- | -------------------------------------------------------------



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



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



| | (ii) | Assumption,
                                            Continuation or Substitution. In the event of a Change in Control, the surviving, continuing,
                                            successor, or purchasing corporation or other business entity or parent thereof, as the case
                                            may be (the “Acquiror”), may, without the consent of any Grantee, either
                                            assume or continue the Company’s rights and obligations under each or any Award or
                                            portion thereof outstanding immediately prior to the Change in Control or substitute for
                                            each or any such outstanding Award or portion thereof a substantially equivalent award with
                                            respect to the Acquiror’s stock, as applicable. For purposes of this Section 15.3,
                                            if so determined by the Board, in its discretion, an Award denominated in Shares shall be
                                            deemed assumed if, following the Change in Control, the Award confers the right to receive,
                                            subject to the terms and conditions of the Plan and the applicable Award Agreement, for each
                                            Share subject to the Award immediately prior to the Change in Control, the consideration
                                            (whether stock, cash, other securities or property or a combination thereof) to which a holder
                                            of a Share on the effective date of the Change in Control was entitled; provided, however,
                                            that if such consideration is not solely common stock of the Acquiror, the Board may, with
                                            the consent of the Acquiror, provide for the consideration to be received upon the exercise
                                            or settlement of the Award, for each Share subject to the Award, to consist solely of common
                                            stock of the Acquiror equal in Fair Market Value to the per share consideration received
                                            by holders of Shares pursuant to the Change in Control. If any portion of such consideration
                                            may be received by holders of Shares pursuant to the Change in Control on a contingent or
                                            delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per
                                            share as of the time of the Change in Control on the basis of the Board’s good faith
                                            estimate of the present value of the probable future payment of such consideration. Any Award
                                            or portion thereof which is neither assumed or continued by the Acquiror in connection with
                                            the Change in Control nor exercised or settled as of the time of consummation of the Change
                                            in Control shall terminate and cease to be outstanding effective as of the time of consummation
                                            of the Change in Control.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





19







| | (iii) | Cash-Out
                                            of Awards. The Board may, in its discretion and without the consent of any Grantee, determine
                                            that, upon the occurrence of a Change in Control, each or any Award or a portion thereof
                                            outstanding immediately prior to the Change in Control and not previously exercised or settled
                                            shall be canceled in exchange for a payment with respect to each vested Share (and each unvested
                                            Share, if so determined by the Board) subject to such canceled Award in (i) cash, (ii) stock
                                            of the Company or of a corporation or other business entity a party to the Change in Control,
                                            or (iii) other property which, in any such case, shall be in an amount having a Fair Market
                                            Value equal to the Fair Market Value of the consideration to be paid per Share in the Change
                                            in Control, reduced by the exercise or purchase price per share, if any, under such Award.
                                            If any portion of such consideration may be received by holders of Shares pursuant to the
                                            Change in Control on a contingent or delayed basis, the Board may, in its sole discretion,
                                            determine such Fair Market Value per share as of the time of the Change in Control on the
                                            basis of the Board’s good faith estimate of the present value of the probable future
                                            payment of such consideration. In the event such determination is made by the Board, the
                                            amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to
                                            Grantees in respect of the vested portions of their canceled Awards as soon as practicable
                                            following the date of the Change in Control and in respect of the unvested portions of their
                                            canceled Awards in accordance with the vesting schedules applicable to such Awards. The Board
                                            may, in its discretion, without payment of any consideration to the Grantee, cancel any outstanding
                                            Award to the extent not vested or exercised immediately prior to the Change in Control and
                                            not otherwise assumed or continued by the Acquiror in accordance with Section 15.3(ii)above.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 15.4. | Adjustments
| | ----- | -----------



Adjustments
under this Section 15 related to Shares or other securities of the Company shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. No fractional Shares or other securities shall be issued under any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.





20







| | 16. | No
                                            Limitations on Company
| | --- | ---------------------------------------------------------------------



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



| | 17. | TERMS
                                            APPLICABLE GENERALLY TO AWARDS
| | --- | --------------------------------------------------------------------------------



| | 17.1. | Disclaimer
                                            of Rights
| | ----- | ----------------------------------------------------------------



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



| | 17.2. | Nonexclusivity
                                            of the Plan
| | ----- | ----------------------------------------------------------------------



Neither
the adoption of the Plan nor the submission of the Plan to the Stockholders for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including,
without limitation, the granting of Options as the Board determines desirable.



| | 17.3. | Withholding
                                            Taxes
| | ----- | -------------------------------------------------------------



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





21







| | 17.4. | Other
                                            Terms and Conditions; Employment Agreements
| | ----- | ---------------------------------------------------------------------------------------------



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



| | 17.5. | Severability
| | ----- | ------------



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



| | 17.6. | Governing
                                            Law
| | ----- | ---------------------------------------------------------



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



| | 17.7. | Section 409A
| | ----- | ------------



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





22







| | 17.8. | Separation
                                            from Service
| | ----- | -------------------------------------------------------------------



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



| | 17.9. | Transferability
                                            of Awards and Issued Shares
| | ----- | ---------------------------------------------------------------------------------------



| | 17.9.1. | Transfers
                                            in General
| | ------- | ----------------------------------------------------------------



Except
as provided in Section 17.9.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other than
by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s
personal representative) may exercise rights under the Plan.



| | 17.9.2. | Family
                                            Transfers
| | ------- | ------------------------------------------------------------



If
authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock
Options) to any Family Member. For the purpose of this Section 17.9.2, a “not for value” transfer is a transfer
that is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a
transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. After a transfer under this Section 17.9.2, any such Award shall continue to be subject to the same
terms and conditions as were applicable immediately before transfer. Subsequent transfers of transferred Awards are prohibited except
to Family Members of the original Grantee in accordance with this Section 17.9.2 or by will or the laws of descent and distribution.



| | 17.10. | Dividend
                                            Equivalent Rights
| | ------ | ----------------------------------------------------------------------



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



| | 17.11. | Data
                                            Protection
| | ------ | -----------------------------------------------------------



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





23







| | 17.12. | Disqualifying
                                            Dispositions
| | ------ | ----------------------------------------------------------------------



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



| | 17.13. | Plan
                                            Construction
| | ------ | -------------------------------------------------------------



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



| | (i)    | references to a statute or
law refer to the statute or law and any amendments and any successor statutes or laws, and to all valid and binding governmental regulations,
court decisions, and other regulatory and judicial authority issued or rendered thereunder, as amended, or their successors, as in effect
at the relevant time;                                                                            
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)   | in computing periods from a
specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from
and including,” and the words “to,” “until” and “ending on” (and the like) mean “to and
including”;                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii)  | indications of time of day
shall be based upon the time applicable to the location of the principal headquarters of the Company;                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)   | the words “include,”
“includes” and “including” (and the like) mean “include, without limitation,” “includes, without
limitation” and “including, without limitation” (and the like), respectively;                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)    | all references to articles
and sections are to articles and sections in the Plan;                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vi)   | all words used shall be construed
to be of such gender or number as the circumstances and context require;                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vii)  | the captions and headings of
articles and sections have been inserted solely for convenience of reference and shall not be considered a part of the Plan, nor shall
any of them affect the meaning or interpretation of the Plan;                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (viii) | any reference to an agreement,
plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy,
form, document or set of documents, shall mean such agreement, plan, policy, form, document or set of documents as amended from time
to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ix)   | all accounting terms not specifically
defined shall be construed in accordance with GAAP.                                                                                                                                                                                                                                                                                                                           



24