Exhibit
10.2


 


ACCUSTEM
SCIENCES, INC.

2021 OMNIBUS EQUITY INCENTIVE PLAN


 


Section
1.Purpose of Plan.


 


The
name of the Plan is the Accustem Sciences, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the
Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates
whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the
Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract
and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To
accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Other Stock-Based Awards or any combination of the foregoing.


 


Section
2.Definitions.


 


For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a) “Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.


 


(b) “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified as of any date of determination.


 


(c) “Applicable
Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws,
including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any
other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.


 


(d) “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted under the Plan
or Prior Plan, as applicable.


 


(e) “Award
Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award, including through
electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent
with the Plan or Prior Plan, as applicable.


 


(f) “Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


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


 


(h) “Bylaws”
mean the bylaws of the Company, as may be amended and/or restated from time to time.


 




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(i) “Cause”
has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the Participant
or, if no such agreement exists or if such agreement does not define “Cause,” then “Cause” means, with respect
to a Participant, the occurrence of any of the following: (i) a conviction of a Participant for a felony crime or the failure of a Participant
to contest prosecution for a felony crime; provided, to the extent that the Participant is located or employed in the United Kingdom,
then “Cause” shall mean any offense carrying a custodial sentence; (ii) a Participant’s misconduct, fraud, disloyalty
or dishonesty (as such terms may be defined by the Committee in its sole discretion); (iii) any unauthorized use or disclosure of confidential
information or trade secrets by a Participant; (iv) a Participant’s negligence, malfeasance, breach of fiduciary duties, neglect
of duties; (v) any material violation by a Participant of a written Company or Subsidiary or Affiliate policy or any material breach
by a Participant of a written agreement with the Company or Subsidiary or Affiliate; or (vi) any other act or omission by a Participant
that, in the opinion of the Committee, could reasonably be expected to adversely affect the Company’s or a Subsidiary’s or
an Affiliate’s business, financial condition, prospects and/or reputation. A Participant’s employment or provision of services
shall be deemed to have terminated for Cause if, after the Participant’s employment or provision of services has terminated, facts
and circumstances are discovered that would have justified a termination for Cause, including, without limitation, violation of material
Company policies or breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant. Any voluntary
termination of employment or service by the Participant in anticipation of an involuntary termination of the Participant’s employment
or service, as applicable, for Cause shall be deemed to be a termination for Cause.


 


(j) “Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase
or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation,
(iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator determines,
in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.


 


(k) “Change
in Control” means the first occurrence of an event set forth in any one of the following paragraphs following the Effective
Date:


 


(1) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially
Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of paragraph (3) below; or


 


(2) the
date on which individuals who constitute the Board as of the Effective Date and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended cease
for any reason to constitute a majority of the number of directors serving on the Board; or


 




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(3) there
is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity,
other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any Subsidiary, fifty percent (50%) or more of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) following
which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the
Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is
then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or


 


(4) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined
voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction
in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of
all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if
such entity is a subsidiary, the ultimate parent thereof.


 


Notwithstanding
the foregoing, (i) a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series
of integrated transactions immediately following which the holders of Common Stock immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the
assets of the Company immediately following such transaction or series of transactions and (ii) to the extent required to avoid accelerated
taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with
respect to any Award that constitutes deferred compensation under Section 409A of the Code only if a change in the ownership or effective
control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred
under Section 409A of the Code. For purposes of this definition of Change in Control, the term “Person” shall not include
(i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of shares of the Company.


 


(l) “Code”
means the Internal Revenue Code of 1986, except with respect to reference to specific sections, other than in the case of reference to
specific Code Sections, as amended from time to time, or any successor thereto; provided, if a Participant is not a resident of
the U.S., then “Code” shall mean any laws or regulations relating to taxation such Participant is subject to.


 




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(m) “Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning of
Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common Stock is
traded.


 


(n) “Common
Stock” means the common stock of the Company, par value $0.001.


 


(o) “Company”
means Accustem Sciences, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in
the definition of “Change in Control” above).


 


(p) “Disability”
has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the Participant
or, if no such agreement exists or if such agreement does not define “Disability,” then “Disability” means that
a Participant, as determined by the Administrator in its sole discretion, (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees
of the Company or an Affiliate thereof.


 


(q) “Effective
Date” has the meaning set forth in Section 17 hereof.


 


(r) “Eligible
Recipient” means an employee, director or independent contractor of the Company or any Affiliate of the Company who has been
selected as an eligible participant by the Administrator; provided, however, with respect to Participants who are residents
of the United States for tax purposes, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of
the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, non-employee director or independent contractor
of the Company or any Affiliate of the Company with respect to whom the Company is an “eligible issuer of service recipient stock”
within the meaning of Section 409A of the Code.


 


(s) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(t) “Exempt
Award” shall mean the following:


 


(1) An
Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity acquired
by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise. The terms
and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator at the
time of grant may deem appropriate, subject to Applicable Laws.


 




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(2) An
award that an Eligible Recipient purchases at Fair Market Value (including awards that an Eligible Recipient elects to receive in lieu
of fully vested compensation that is otherwise due) whether or not the Shares are delivered immediately or on a deferred basis.


 


(u) “Exercise
Price” means, (i) with respect to any Option, the per share price at which a holder of such Option may purchase Shares issuable
upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per share of such Stock Appreciation
Right.


 


(v) “Fair
Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value as determined
by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted to trading on a national
securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded
on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange, or (ii) if the Common
Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing
bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share
in such market.


 


(w) “Free
Standing Rights” has the meaning set forth in Section 8.


 


(x) “Good
Reason” has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement
with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,” “Good Reason”
and any provision of this Plan that refers to “Good Reason” shall not be applicable to such Participant.


 


(y) “Incentive
Compensation” means annual cash bonus and any Award.


 


(z) “ISO”
means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(aa)“Nonqualified
Stock Option” shall mean an Option that is not designated as an ISO.


 


(bb)“Option”
means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the
Plan includes the terms “Nonqualified Stock Option” and “ISO.”


 


(cc)“Other
Stock-Based Award” means a right or other interest granted pursuant to Section 10 hereof that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock, including, but not limited to, unrestricted
Shares, dividend equivalents or performance units, each of which may be subject to the attainment of performance goals or a period of
continued provision of service or employment or other terms or conditions as permitted under the Plan.


 


(dd)“Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case
may be.


 




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(ee)“Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.


 


(ff)“Plan”
means this 2021 Omnibus Equity Incentive Plan.


 


(gg)“Prior
Plan” has the meaning of the Accustem Sciences Limited Mirror Options Employee Share Option Plan, as such plan may be amended
from time to time.


 


(hh)“Prior
Plan Award” means any award outstanding under the Prior Plan as of the Effective Date herein, as amended and restated (attached
hereto as Annex I) and any award made by the remuneration committee of Accustem Sciences Limited prior to the Effective Date herein.


 


(ii) “Related
Rights” has the meaning set forth in Section 8.


 


(jj)“Restricted
Period” has the meaning set forth in Section 9.


 


(kk)“Restricted
Stock” means a Share granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified
period (or periods) of time and/or upon attainment of specified performance objectives.


 


(ll)“Restricted
Stock Unit” means the right granted pursuant to Section 9 hereof to receive a Share at the end of a specified restricted period
(or periods) of time and/or upon attainment of specified performance objectives.


 


(mm)“Rule
16b-3” has the meaning set forth in Section 3.


 


(nn)“Section
16 Officer” means any officer of the Company whom the Board has determined is subject to the reporting requirements of Section
16 of the Exchange Act, whether or not such individual is a Section 16 Officer at the time the determination to recoup compensation is
made.


 


(oo) “Shares”
means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, consolidation
or other reorganization) security.


 


(pp)“Stock
Appreciation Right” means a right granted pursuant to Section 8 hereof to receive an amount equal to the excess, if any, of
(i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award
or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.


 


(qq)“Subsidiary”
means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise
controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or
managing member or similar interest of such other Person.


 


(rr)“Transfer”
has the meaning set forth in Section 15.


 


Section
3.Administration.


 


(a) The
Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3 under
the Exchange Act (“Rule 16b-3”).


 




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(b) Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to
it by the Board, shall have the power and authority, without limitation:


 


(1) to
select those Eligible Recipients who shall be Participants;


 


(2) to
determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;


 


(3) to
determine the number of Shares to be covered by each Award granted hereunder;


 


(4) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not
limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions
applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards,
(iii) the Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any other Award, (iv) the vesting
schedule and terms applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi)
subject to the requirements of Section 409A of the Code (to the extent applicable) any amendments to the terms and conditions of outstanding
Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the payment schedules of such Awards
and/or, to the extent specifically permitted under the Plan, accelerating the vesting schedules of such Awards);


 


(5) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;


 


(6) to
determine the Fair Market Value in accordance with the terms of the Plan;


 


(7) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the
Participant’s service or employment for purposes of Awards granted under the Plan;


 


(8) to
adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to
time deem advisable;


 


(9) to
construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan
(and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and
authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and


 


(10) to
prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-United
States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations may be
set forth in an appendix or appendixes to the Plan.


 


(c) Subject
to Section 5, neither the Board nor the Committee shall have the authority to (i) reprice or cancel and regrant any Award at a lower
exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other
Awards without first obtaining the approval of the Company’s stockholders; or (ii) accelerate the vesting of any Awards (except
pursuant to Section 11).


 




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(d) All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including
the Company and the Participants.


 


(e) The
expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


(f) If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall
be exercised by the Committee. Except as otherwise provided in the Articles of Incorporation or Bylaws of the Company, any action of
the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly
constituted or unanimous written consent of the Committee’s members.


 


Section
4.Shares Reserved for Issuance Under the Plan.


 


(a) Subject
to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under
the Plan shall be equal to the sum of (i) [___]1 shares, plus (ii) an annual increase on the first day of each calendar year
beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of
the Plan, equal to the lesser of (A) five percent (5%) of the Shares outstanding (on an as-converted basis, which shall include Shares
issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for Shares, including
without limitation, preferred stock, warrants and employee options to purchase any Shares) on the final day of the immediately preceding
calendar year and (B) such lesser number of Shares as determined by the Board plus (iii) the number of shares of Common Stock reserved,
but unissued under the Prior Plan; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt
Award shall not count against such share limit. Following the Effective Date, no further awards shall be issued under the Prior Plan,
but all awards under the Prior Plan which are outstanding as of the Effective Date (including any Prior Plan Award Agreements) shall
be governed by this Plan, to the extent that the terms of such awards under the Prior Plan are not inconsistent with this Plan.


 


(b) Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under the Plan. If any Shares subject to an Award are forfeited,
cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant,
the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or
expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing, (i) any Shares reacquired by the Company
on the open market or otherwise using cash proceeds from the exercise of Options; and (ii) Shares surrendered or withheld as payment
of either the Exercise Price of an Award (including Shares otherwise underlying a Stock Appreciation Right that are retained by the Company
to account for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be
available for grant under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled
in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants
of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted
against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of any Award granted in
tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised
and, notwithstanding the foregoing, such number of Shares shall no longer be available for grant under the Plan.


 





 



1
NOTE: To confirm share allowance.


 




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(c) No
more than [___]2 Shares (as increased on an annual basis, on the first day of each calendar year beginning with the first
January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, by the lesser
of (A) five percent (5%) of the Shares outstanding (on an as-converted basis, which shall include Shares issuable upon the exercise or
conversion of all outstanding securities or rights convertible into or exercisable for Shares, including without limitation, preferred
stock, warrants and employee options to purchase any Shares) on the final day of the immediately preceding calendar year; (B) [___] Shares,
and (C) such lesser number of Shares as determined by the Board) shall be issued pursuant to the exercise of ISOs.


 


(d) Director
Compensation Limits. Notwithstanding any provision to the contrary in the Plan, the sum of the grant date Fair Market Value of equity-based
Awards (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Top
718, or any successor thereto) plus any cash fees paid by the Company for serving as a non-employee director of the Board during any
calendar year shall not exceed $[___], increased to [___] in the calendar year of his or her initial service as a non-employee director.


 


Section
5.Equitable Adjustments.


 


In
the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number
and kind of securities reserved for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and
the Exercise Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase
price of Shares or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Stock,
Restricted Stock Units or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding Awards
(including, without limitation, any applicable performance targets or criteria with respect thereto); provided, however,
that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall
be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection
with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements
of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other
property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or other property covered by such Award,
reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however, that if the Exercise Price
or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other
property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant.
Further, without limiting the generality of the foregoing, with respect to Awards subject to foreign laws, adjustments made hereunder
shall be made in compliance with applicable requirements. Except to the extent determined by the Administrator, any adjustments to ISOs
under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.


 





 



2
NOTE: We suggest including the same number of Shares as appears in (a).


 




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Section
6.Eligibility and Award Limits.


 


The
Participants in the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that
qualify as Eligible Recipients.


 


Section
7.Options.


 


(a) General.
Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted an Option shall
enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole
discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability
of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has
no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not be the same with respect
to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted
under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement.


 


(b) Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at
the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value
of a share of Common Stock on the date of grant.


 


(c) Option
Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10)
years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions
in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator shall have
the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,
in its sole discretion, deems appropriate.


 


(d) Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance
goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option
shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole
or in part, based on such factors as the Administrator may determine in its sole discretion.


 


(e) Notwithstanding
the foregoing herein this Section 7(a) through Section 7(d), Participant may not exercise any Option (i) while disciplinary proceedings
by the Company or its Affiliates are underway against Participant, (ii) while the Company or its Affiliates are investigating Participant’s
conduct and may as a result begin disciplinary hearings, (iii) if there is a breach or Participant’s employment contract that arises
to termination by the Company for Cause, (iv) if Participant is in breach of a fiduciary duty owed to the Company or any of its affiliates,
or (v) in the event Participant ceases to be an Employee, there was a breach of Participant’s employment contract or fiduciary
duties (as reasonably determined by the Board) would have prevented the exercise of Options had the Company known the occurrence of such
breach, and if the Company had no knowledge of such breach, then after (1) Participant ceases to be an employee or director or officer
of the Company and its affiliates and (2) the time when the Company decided to permit Participant to exercise Participant’s Option.
The Company and its Affiliates shall not frustrate Participant’s valid exercise of an Option, unless there occurs an invalid exercise
as described herein this Section 7(e).


 




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(f) Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number
of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or
its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option
or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise
procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted
Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted
by Applicable Laws or (iv) any combination of the foregoing.


 


(g) ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions,
limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion
of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined
in Section 424(e) of the Code) or a Subsidiary of the Company.


 


(1) ISO
Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns
shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company at the time of grant, its
“parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of
the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten
percent (110%) of the Fair Market Value of the Shares on the date of grant.


 


(2) $100,000
Per Year Limitation for ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which
ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000,
such excess ISOs shall be treated as Nonqualified Stock Options.


 


(3) Disqualifying
Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant
makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition”
is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii)
one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator
and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent
for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions
from such Participant as to the sale of such Shares.


 




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(h) Rights
as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder
with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid
in full for such Shares and has satisfied the requirements of Section 15 hereof.


 


(i) Termination
of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the Administrator
in the Award Agreement.


 


(j) Other
Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves
of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or
other changes in the employment status or service status of a Participant, in the discretion of the Administrator.


 


Section
8.Stock Appreciation Rights.


 


(a) General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part
of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time
of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants
of Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter into an Award Agreement
with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among
other things, the number of Shares to be awarded, the Exercise Price per Share, and all other conditions of Stock Appreciation Rights.
Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. The
provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under
the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award
Agreement.


 


(b) Awards;
Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the shares
of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof
and has satisfied the requirements of Section 15 hereof.


 


(c) Exercise
Price. The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Administrator in its
sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.


 


(d) Exercisability.


 


(1) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.


 




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(2) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which
they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.


 


(e) Payment
Upon Exercise.


 


(1) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal
in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified in the Free Standing
Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.


 


(2) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and
surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess
of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by the number
of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall
no longer be exercisable to the extent the Related Rights have been so exercised.


 


(3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of
Shares and cash).


 


(f) Termination
of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be provided
for by the Administrator in the Award Agreement.


 


(g) Term.


 


(1) The
term of each Free-Standing Right shall be fixed by the Administrator, but no Free-Standing Right shall be exercisable more than ten (10)
years after the date such right is granted.


 


(2) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten
(10) years after the date such right is granted.


 


(h) Other
Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment or service status of a Participant, in the discretion of the Administrator.


 


Section
9.Restricted Stock and Restricted Stock Units.


 


(a) General.
Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to
whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant who is granted Restricted
Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator
shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded; the price, if any, to be
paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time restrictions, performance
goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the “Restricted Period”);
and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance goals or conditions
established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units,
in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be the same with
respect to each Participant.


 




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(b) Awards
and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted
Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock; and (ii) any such
certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions appliable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted
Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition
of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares
covered by such Award. Certificates for shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered
to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock Award. With respect to Restricted
Stock Units to be settled in Shares, at the expiration of the Restricted Period, share certificates in respect of the shares of Common
Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his or
her legal representative, in a number equal to the number of shares of Common Stock underlying the Restricted Stock Units Award. Notwithstanding
anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the
Restricted Period, and whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion,
be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units,
at the expiration of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated or uncertificated
form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section
409A of the Code, and such issuance or payment shall in any event be made within such period as is required to avoid the imposition of
a tax under Section 409A of the Code.


 


(c) Restrictions
and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following
restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or,
subject to Section 409A of the Code where applicable, thereafter:


 


(1) The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including,
but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service with the
Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change in Control,
the outstanding Awards shall be subject to Section 11 hereof.


 


(2) Except
as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect
to Restricted Stock during the Restricted Period; provided, however, that dividends declared during the Restricted Period
with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock vests. Except as provided
in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to Shares subject
to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an
amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units
shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the time (and to the extent) Shares in respect
of the related Restricted Stock Units are delivered to the Participant. Certificates for Shares of unrestricted Common Stock may, in
the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture
in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator, in its sole discretion, shall otherwise determine.


 




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(3) The
rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director or
independent contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set
forth in the Award Agreement.


 


(d) Form
of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that
any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection
with the Award.


 


Section
10.Other Stock-Based Awards.


 


Other
Stock-Based Awards may be issued under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete
authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant
who is granted an Other Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions
as the Administrator shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to
be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in
shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based
Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other
Stock-Based Awards. In the event that the Administrator grants a bonus in the form of Shares, the Shares constituting such bonus shall,
as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name
of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such
bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend equivalent Award issued hereunder
shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying Award.


 


Section
11.Change in Control.


 


Unless
otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and
(b) the Participant is employed by the Company or any of its Affiliates immediately prior to the consummation of such Change in Control
then upon the consummation of such Change in Control, the Administrator, in its sole and absolute discretion, may:


 


(a) provide
that any unvested or unexercisable portion of any Award carrying a right to exercise become fully vested and exercisable; and


 


(b) cause
the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan to
lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed
to be fully achieved at target performance levels.


 




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If
the Administrator determines in its discretion pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation
Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide
that all Options and/or Stock Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective
date of such Change in Control.


 


Section
12.Amendment and Termination.


 


The
Board may amend, alter or terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair
the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval
of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules
of the stock exchange on which the Common Stock is traded or other Applicable Law. Subject to Section 3(c), the Administrator may amend
the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately
preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.


 


Section
13.Unfunded Status of Plan.


 


The
Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to
a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general
creditor of the Company.


 


Section
14.Withholding Taxes.


 


Each
Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant
for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an
amount up to the maximum statutory tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined
by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and
the Company shall, to the extent permitted by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise
due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount
sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other than cash are to
be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval
of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery
of Shares or other property, as applicable, or (ii) delivering already owned unrestricted shares of Common Stock, in each case, having
a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such already owned and unrestricted shares
of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and any
fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion
of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds,
as permitted by Applicable Laws, to satisfy its withholding obligation with respect to any Award.


 




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Section
15.Transfer of Awards.


 


Until
such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment,
mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or
creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”)
by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of
an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio
and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit
or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of
such Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions
of the immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the lifetime of the Participant,
only by the Participant or, during any period during which the Participant is under a legal Disability, by the Participant’s guardian
or legal representative.


 


Section
16.Continued Employment or Service.


 


Neither
the adoption of the Plan nor the grant of an Award shall confer upon any Eligible Recipient any right to continued employment or service
with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any
Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.


 


Section
17.Effective Date.


 


The
Plan was approved by the Board on [_________], 2021 and shall be adopted and become effective on the date that it is approved by the
Company’s stockholders (the “Effective Date”).


 


Section
18.Electronic Signature.


 


Participant’s
electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.


 


Section
19.Term of Plan.


 


No
Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date.


 


Section
20.Securities Matters and Regulations.


 


(a) Notwithstanding
anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award granted under the
Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities laws, and
the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The Administrator
may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator,
in its sole discretion, deems necessary or advisable.


 




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(b) Each
Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award
shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions not acceptable to the Administrator.


 


(c) In
the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under
the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant
to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired
by such Participant is acquired for investment only and not with a view to distribution.


 


Section
21.Section 409A of the Code.


 


The
Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with
Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section
409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the
Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred
a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments
described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to
the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates)
are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest
charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on
the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount
to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A
of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from
or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.
The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.


 




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Section
22.Notification of Election Under Section 83(b)
of the Code.


 


If
any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under
Section 83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the
election with the Internal Revenue Service.


 


Section
23.No Fractional Shares.


 


No
fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.


 


Section
24.Beneficiary.


 


A
Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.


 


Section
25.Paperless Administration.


 


In
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


Section
26.Severability.


 


If
any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be
applied as if the invalid or unenforceable provision had not been included in the Plan.


 


Section
27.Clawback.


 


(a) If
the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial reporting
requirement, then the Committee may require any Section 16 Officer to repay or forfeit to the Company, and each Section 16 Officer agrees
to so repay or forfeit, that part of the Incentive Compensation received by that Section 16 Officer during the three-year period preceding
the publication of the restated financial statement that the Committee determines was in excess of the amount that such Section 16 Officer
would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial
statement. The Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously
paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer (which need not be the same amount
or proportion for each Section 16 Officer), including any determination by the Committee that a Section 16 Officer engaged in fraud,
willful misconduct or committed grossly negligent acts or omissions which materially contributed to the events that led to the financial
restatement. The amount and form of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute
discretion, and recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute discretion, through the
cancellation of vested or unvested Awards, cash repayment or both.


 




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(b) Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any Applicable Laws, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such Applicable Law, government
regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation
or stock exchange listing requirement).


 


Section
28.Governing Law.


 


The
Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of
conflicts of law of such state.


 


Section
29.Indemnification.


 


To
the extent allowable pursuant to applicable law, each member of the Board and the Administrator and any officer or other employee to
whom authority to administer any component of the Plan is designated shall be indemnified and held harmless by the Company from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be a party or in which he or she may be involved
by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled pursuant
to the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.


 


Section
30.Titles and Headings, References to Sections of
the Code or Exchange Act.


 


The
titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any
amendment or successor thereto.


 


Section
31.Successors.


 


The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company.


 


Section
32.Relationship to other Benefits.


 


No
payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.


 




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ANNEX
I


 


Terms
of Grant of Options to Existing and New U.K. Participants


 


U.K.
SUB-PLAN TO THE


ACCUSTEM
SCIENCES, INC.


2021
OMNIBUS EQUITY INCENTIVE PLAN


 


Adopted
by Resolution of the Board on November 30, 2021


 


The
Company has adopted this U.K. Sub-Plan to the Company’s 2021 Omnibus Equity Incentive Plan (the “Plan”) for persons
who are eligible to participate under the Plan, but are not residents of the United States for purposes of United States Federal Income
Tax and United States Securities rules and regulations (or any other applicable law), and, for persons who hold Awards under the Prior
Plan and governed by the terms set forth in such Prior Plan, to the extent they are not inconsistent with the Plan.


 


1. Interpretation.


 


1.1 Wherever
the following terms are used in the Plan, they shall have the meanings specified therein, unless Participant is a resident of the U.K.,
then the following terms shall have the meaning set forth below. The singular pronoun shall include the plural where the context so indicates.
The following definitions and Sections of interpretation apply in the Plan;


 


		(a)	“Adoption
                                            Date” means the date of the adoption of the Board of the Company;



 


		(b)	“Business
                                            Day” means a day other than a Saturday, Sunday or public holiday in England when
                                            banks in London are open for business;



 


		(c)	“Change
                                            of Control” shall have the meaning set forth in the Plan;



 


		(d)	“Control”
                                            has the meaning given in section 719 of ITEPA 2003;



 


		(e)	“Employer
                                            Company” means, for the purposes of Section 6 and 10 and the definition of Tax
                                            Liability, the Participant’s employer or former employer as appropriate;



 


		(f)	“Employer
                                            NICs” means any secondary class 1 (employer) NICs (or any similar liability for
                                            social security contribution in any jurisdiction) that the Company or any employer (or former
                                            employer) of a Participant is liable to pay as a result of any Taxable Event (or which that
                                            person would be liable to pay in the absence of an election of the type referred to in Section
                                            6.1(b)) and that may be lawfully recovered from the Participant;



 


		(g)	“Exercise
                                            Condition” means a condition, if any, that must be satisfied before an Option may
                                            be exercised, which complies with Section 3 and is specified in the Award Agreement;



 


		(h)	“Exercise
                                            Price” means the price at which each Share subject to an Option may be acquired
                                            on the exercise of that Option, as set forth in each Participant’s Award Agreement;



 




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		(i)	“Grant
                                            Date” means the date on which an Option is granted under the Prior Plan or this
                                            Sub-Plan;



 


		(j)	“Group
                                            Companies” shall mean an Employer Company or any entity in the same Group as an
                                            Employer Company;



 


		(k)	“HMRC”
                                            means the HM Revenue & Customs;



 


		(l)	“ITEPA
                                            2003” means the Income Tax (Earnings and Pensions) Act 2003;



 


		(m)	“Market
                                            Value” the market value of a Share determined to the satisfaction of the Board
                                            in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains
                                            Act 1992;



 


		(n)	“Minimum
                                            Proportion” means the proportion of an Option that may become exercisable due to
                                            an event under Section 4, and that shall be 100% except that if the Option becomes exercisable
                                            before any Exercise Condition has been achieved the Board (in its sole discretion) shall
                                            adjust the Minimum Proportion to take account of the extent to which the Exercise Condition
                                            has been achieved at the date of the relevant event;



 


		(o)	“NICs”
                                            means National Insurance Contributions;



 


		(p)	“Personal
                                            Data” means any personal information that could identify a Participant;



 


		(q)	“Redundancy”
                                            has the meaning given by the Employment Rights Act 1996;



 


		(r)	“Sufficient
                                            Shares” the smallest number of Shares that, when sold, produce an amount at least
                                            equal to the relevant Tax Liability (after deduction of brokerage and any other charges or
                                            taxes on the sale);



 


		(s)	“Taxable
                                            Event” any event or circumstance that gives rise to a liability for the Participant
                                            to pay income tax, NICs or both (or their equivalents in any jurisdiction) in respect of:



 


		(i)	the
                                            Option, including its exercise, assignment or surrender for consideration, or the receipt
                                            of any benefit in connection with it;



 


		(ii)	any
                                            Shares (or other securities or assets):



 


		(iii)	earmarked
                                            or held to satisfy the Option;



 


		(iv)	acquired
                                            on exercise of the Option;



 


		(v)	acquired
                                            as a result of holding the Option; or



 


		(vi)	acquired
                                            in consideration of the assignment or surrender of the Option;



 




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		(vii)	any
                                            securities (or other assets) acquired or earmarked as a result of holding Shares (or other
                                            securities or assets) mentioned in (b) above; or



 


		(viii)	any
                                            amount due under pay as you earn (PAYE) in respect of securities or assets in (a) to (c)
                                            above, including any failure by the Participant to make good such an amount in the time limit
                                            specified in section 222 of ITEPA 2003.



 


1.2 Section
headings shall not affect the interpretation of the Plan.


 


1.3 Unless
the context otherwise requires, a reference to one gender shall include a reference to the other genders.


 


1.4 A
reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.


 


1.5 A
reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or
statutory provision.


 


1.6 A
reference to writing or written includes email.


 


1.7 Any
obligation on a party not to do something includes an obligation not to allow that thing to be done.


 


2. Exercise
Condition


 


2.1 On
the Grant Date of any Option, the Board may specify one or more appropriate and objective Exercise Conditions for the Option. An Exercise
Condition may be specified to apply only to part of an Option and must be capable of being met within ten years after the relevant Grant
Date.


 


2.2 The
Board, in its absolute and sole discretion, shall determine whether, and to what extent, Exercise Conditions have been satisfied. If
the Board considers that an Exercise Condition has become incapable of being satisfied, in whole or in part, that Option, or the appropriate
part of it, shall be forfeited.


 


3. Manner
of exercise of Options


 


3.1 Where
an Option is exercised in part, it shall be exercised over at least 100 Shares or, if less, the number of Shares over which the Option
is then exercisable.


 


4. Termination
of employment


 


4.1 A
Participant who gives or receives notice of termination of employment (whether or not lawful) may not exercise an Option at any time
while the notice remains effective.


 


4.2 A
Participant who ceases to be an Employee (whether or not following notice) may not exercise an Option at any time after ceasing to be
an Employee, except where:


  


		(a)	the
                                            Administrator permits the exercise under Section 4.5; or



 




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		(b)	the
                                            employment terminates for one of the reasons set out in Section 4.4.



 


4.3 If
a Participant dies, his personal representatives may exercise such proportion of his Option as the Administrator may specify (not being
less than the Minimum Proportion measured at the date of death) during the period ending 12 months after his death.


 


4.4 If
a Participant ceases to be an Employee because of any of the following reasons:


 


	 	(a)	injury;
	 	 	 
	 	(b)	ill
                                            health; or
	 	 	 
	 	(c)	disability;
                                            or
	 	 	 
	 	(d)	Redundancy;
                                            or
	 	 	 
		(e)	the
                                            transfer of the business that employs the Participant to a person that is not a Group Companies,



 


he
may exercise such proportion of his Option as the Administrator may specify (not being less than the Minimum Proportion measured at the
cessation date) during the period of 90 days after ceasing to be an employee.


 


4.5 The
Board may permit an Participant who ceases to be an Employee for any reason other than death and the reasons set out in Section 4.4,
to exercise such proportion of his Option as the Board may specify during the period of 90 days after the cessation of employment. If
the Board does not make such a decision within this period, the Option lapses immediately and in accordance with Section 5.2.


 


4.6 The
Board shall notify the relevant Participant of any decision made under Section 8.5, including any decision not to permit the exercise
of an Option, within a reasonable time after making it.


 


4.7 A
Participant shall not be regarded as ceasing to be an Employee or Director until he is no longer an employee or director of any Group
Companies.


 


5. Lapse
of Options


 


5.1
An Option shall lapse on the earliest of the following:


 


		(a)	when
                                            the Administrator so decides in accordance with Section 3.3, to the extent that an Exercise
                                            Condition has become wholly or partly incapable of being met.



 


		(b)	any
                                            date on which the Option shall lapse, as specified in the Option Certificate;



 


		(c)	the
                                            first anniversary of the Participant’s death;


 




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		(d)	if
                                            Section 4.2 applies, and the Board decides under Section 4.5 that it will not permit the
                                            Participant to exercise the Option, the date the Board decides;



 


		(e)	if
                                            Section 4.2 applies, and the Board makes no decision under Section 4.5, 90 days after the
                                            Participant ceases to be an Employee;



 


	 	(f)	if
                                            Section 4.4 or Section 4.5 applies, the end of the 90-day period;



 


		(g)	when
                                            the Participant becomes bankrupt under Part IX of the Insolvency Act 1986, applies for an
                                            interim order under Part VIII of the Insolvency Act 1986, proposes or makes a voluntary arrangement
                                            under Part VIII of the Insolvency Act 1986, takes similar steps or is similarly affected,
                                            under laws of any jurisdiction that correspond to those provisions of the Insolvency Act
                                            1986.



 


5.2 Part
of an Option shall lapse where Section 4.5 applies and the Administrator has determined that the Option may be exercised, but only in
part.


 


6. Tax
liabilities


 


6.1 Unless
the Group Companies that employs the relevant Participant directs that it shall not, each Award Agreement shall include the Participant’s
irrevocable agreement that:


 


		(a)	the
                                            Company, his employer or former employer (as appropriate) may recover the whole or any part
                                            of any Employer NICs from the Participant; and



 


		(b)	at
                                            the request of the Company, Participant’s employer or former employer, the Participant
                                            shall elect (using a form approved by HMRC) that the whole or any part of the liability for
                                            Employer NICs shall be transferred to the Participant.



 


6.2 A
Participant’s employer or former employer may decide to release the Participant from, or not to enforce, any part of the Participant’s
obligations in respect of Employer NICs under Section 6.1.


 


6.3 Each
Award Agreement shall include the Participant’s irrevocable agreement to enter into a joint election under section 431(1) or 431(2)
of ITEPA 2003 in respect of the Shares to be acquired on exercise of the relevant Option, if required to do so by the Company, his employer
or former employer, on or before any date of exercise of the Option.


 


6.4 Each
Award Agreement shall include a power of attorney appointing the Company as the Participant’s agent and attorney for the purposes
of Section 6.3.


 




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7. Relationship
with employment contract


 


7.1 The
rights and obligations of any Participant under the terms of his office or employment with any Group Companies or former Group Companies
shall not be affected by being a Participant.


 


7.2 The
value of any benefit realized under the Plan by Participants shall not be taken into account in determining any pension or similar entitlements.


 


7.3 Participants
shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where this loss arises (or is
claimed to arise), in whole or in part, from:


 


	 	(a)	termination
                                            of office or employment with; or
	 	 	 
	 	(b)	notice
                                            to terminate office or employment given by or to,
	 	 	 
	 	(c)	any
                                            Group Companies or any former Group Companies.
	 	 	 
		(d)	Notwithstanding
                                            the foregoing in this Section 7.3, this exclusion of liability shall apply however termination
                                            of office or employment, or the giving of notice, is caused, and however compensation or
                                            damages are claimed.



 


7.4 Participants
and Employees shall have no rights to compensation or damages from any Group Companies or any former Group Companies on account of any
loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:


 


	 	(a)	any
                                            company ceasing to be a Group Companies; or



 


		(b)	the
                                            transfer of any business from a Group Companies to any person that is not a Group Companies.



 


		(c)	Notwithstanding
                                            the foregoing in this Section 7.4, this exclusion of liability shall apply however the change
                                            of status of the relevant Group Companies, or the transfer of the relevant business, is caused,
                                            and however compensation or damages are claimed.



 


7.5 An
Employee shall not have any right to receive Options, whether or not he has previously been granted any.


 




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