Exhibit
10.4


 


HUDSON
CAPITAL INC. 


2021
EQUITY INCENTIVE PLAN


 


ARTICLE
I

PURPOSE


 


The
purpose of this Hudson Capital Inc.2021 Equity Incentive Plan (the “Plan”) is to benefit Hudson Capital Inc., a British
Virgin Islands corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to
attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and
to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the
granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Unrestricted
Stock Awards or any combination of the foregoing.


 


ARTICLE
II

DEFINITIONS


 


The
following definitions shall be applicable throughout the Plan unless the context otherwise requires:


 


2.1
“Affiliate” shall mean any corporation
which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section 424(f) of the Code or other
entity in which the Company has a controlling interest in such entity or another entity which is part of a chain of entities in which
the Company or each entity has a controlling interest in another entity in the unbroken chain of entities ending with the applicable
entity.


 


2.2
“Award” shall mean, individually
or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, or Unrestricted Stock Award.


 


2.3
“Award Agreement” shall mean a written
agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions of the Award, as amended.


 


2.4
“Board” shall mean the Board of Directors
of the Company.


 


2.5
““Cause” shall mean (i) if
the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines “Cause”
(or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who
is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate of the employment
(or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned
duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which
is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of
any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation
of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of
the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written
agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination
of which shall be final, conclusive and binding on all parties.


 


2.6
“Change of Control” shall mean: (i)
for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change
of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in such agreement,
or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean the satisfaction of any
one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day
that any one or more of the following conditions shall have been satisfied):


 




    	 



     


    

 


(a)
Any person (as such term is used in paragraphs 13(d)
and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”), other than the Company or an Affiliate
or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of
the Company’s then outstanding securities;


 


(b)
The closing of a merger, consolidation or other business
combination (a “Business Combination”) other than a Business Combination in which holders of the Shares immediately
prior to the Business Combination have substantially the same proportionate ownership of the common stock or ordinary shares, as applicable,
of the surviving corporation immediately after the Business Combination as immediately before;


 


(c)
The closing of an agreement for the sale or disposition
of all or substantially all of the Company’s assets to any entity that is not an Affiliate;


 


(d)
The approval by the holders of shares of Shares of a
plan of complete liquidation of the Company, other than a merger of the Company into any subsidiary or a liquidation as a result of which
persons who were stockholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership
of shares of common stock or ordinary shares, as applicable, of the surviving corporation immediately after such liquidation as immediately
before; or


 


(e)
Within any twenty-four (24) month period, the Incumbent
Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided,
however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still
in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual,
entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a),
(b), (c), or (d) of this definition).


 


2.7
“Code” shall mean the United States
of America Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulation under such section.


 


2.8
“Committee” shall mean a committee
comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1.


 


2.9
“Company” shall have the meaning
given to such term in the introductory paragraph, including any successor thereto.


 


2.10
“Consultant” shall mean any non-Employee
(individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to
render bona fide consulting or advisory services thereto.


 


2.11
“Director” shall mean a member of
the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.


 


2.12
““Effective Date” shall mean
________, 2021.


 


2.13
“Employee” shall mean any employee,
including any officer, of the Company or an Affiliate.


 


2.14
“Exchange Act” shall mean the United
States of America Securities Exchange Act of 1934, as amended.


 



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2.15
“Fair Market Value” shall mean, as
of any specified date, the closing sales price of the Shares for such date (or, in the event that the Shares are not traded on such date,
on the immediately preceding trading date) on the NASDAQ Stock Market (“NASDAQ”), as reported by NASDAQ, or such other domestic
or foreign national securities exchange on which the Shares may be listed. If the Shares are not listed on NASDAQ or on a national securities
exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Shares shall be
the mean of the highest bid and lowest asked prices per Share for such date. If the Shares are not quoted or listed as set forth above,
Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means may be set forth with
greater specificity in the applicable Award Agreement). The Fair Market Value of property other than Shares shall be determined by the
Board in good faith by any fair and reasonable means consistent with the requirements of applicable law.


 


2.16
“Family Member” of an individual
shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s
household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial
interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons
(or the Holder) own more than fifty percent (50%) of the voting interests.


 


2.17
“Holder” shall mean an Employee,
Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, who has acquired
such Award in accordance with the terms of the Plan, as applicable.


 


2.18
“Incentive Stock Option” shall mean
an Option which is intended by the Committee to constitute an “incentive stock option” and conforms to the applicable provisions
of Section 422 of the Code.


 


2.19
“Incumbent Director” shall mean,
with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred,
the individuals who were members of the Board at the beginning of such period.


 


2.20
“Non-qualified Stock Option” shall
mean an Option which is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable
requirements of Section 422 of the Code.


 


2.21
“Option” shall mean an Award granted
under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options and Non-qualified Stock
Options.


 


2.22
“Option Agreement” shall mean a written
agreement between the Company and a Holder with respect to an Option.


 


2.23
“Plan” shall mean this Hudson Capital
Inc. 2021 Equity Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder.


 


2.24
“Restricted Stock Award” and “Restricted
Stock” shall mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is
subject to Restrictions.


 


2.25
“Restricted Stock Agreement” shall
mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


2.26
“Restricted Stock Unit Award” and
“RSUs” shall refer to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined
individual service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to
the Holder.


 


2.27
“Restricted Stock Unit Agreement”
shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


2.28
“Restriction Period” shall mean the
period of time for which Shares subject to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable
Restricted Stock Agreement.


 




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2.29
“Restrictions” shall mean the forfeiture,
transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted
Stock Award and set forth in a Restricted Stock Agreement.


 


2.30
“Rule 16b-3” shall mean Rule 16b-3
promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor
rule, regulation or statute fulfilling the same or a substantially similar function.


 


2.31
“Shares” or “Stock”
shall mean the ordinary shares of the Company, par value $0.005 per share.


 


2.32
“Ten Percent Stockholder” shall mean
an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined
voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined
in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.


 


2.33
“Termination of Service” shall mean
a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company or an Affiliate, as applicable,
for any reason, including, without limitation, Total and Permanent Disability or death, except as provided in Section 6.4. In the event
Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A, Termination of Service
shall only be deemed to occur upon a “separation from service” as such term is defined under Code Section 409A and applicable
authorities.


 


2.34
“Total and Permanent Disability”
of an individual shall mean the inability of such individual 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 which has lasted or can be expected to last for
a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the Code.


 


2.35
“Unit” shall mean a bookkeeping unit,
which represents one Share for purposes of each Restricted Stock Unit Award.


 


2.36
“Unrestricted Stock Award” shall
mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.


 


2.37
“Unrestricted Stock Agreement” shall
mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.


 


ARTICLE
III

EFFECTIVE DATE OF PLAN


 


The
Plan shall be effective as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve
(12) months of such date.


 


ARTICLE
IV

ADMINISTRATION


 


4.1
Composition of Committee. The Plan shall be administered
by the Committee, which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under
the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Committee shall consist solely of two (2) or
more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent”
for purposes of any applicable listing requirements;. If a member of the Committee shall be eligible to receive an Award under the Plan,
such Committee member shall have no authority hereunder with respect to his or her own Award.


 


4.2
Powers. Subject to the other provisions of the
Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited
to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the time or times when an Award shall be made
(the date of grant of an Award shall be the date on which the Award is awarded by the Committee), (iii) what type of Award shall be granted,
(iv) the term of an Award, (v) the date or dates on which an Award vests, (vi) the form of any payment to be made pursuant to an Award,
(vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award
violates any applicable restrictive covenant thereof), (viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares
which may be issued under an Award, (x) the waiver of any Restrictions, and (xi) determining whether to offer to repurchase, replace
or reprice a previously granted Award and the terms and conditions of such offer, subject in all cases to compliance with applicable
laws. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees,
Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such
other factors as the Committee in its discretion may deem relevant.


 




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4.3
Additional Powers. The Committee shall have such
additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee
is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating
to the Plan as it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each
Award and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary,
appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall
be conclusive and binding on the Company and all Holders.


 


4.4
Committee Action. Subject to compliance with
all applicable laws, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either
orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for
any good faith action, inaction or determination in connection with the Plan.


 


ARTICLE
V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON


 


5.1
Authorized Shares and Award Limits. The Committee
may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation
in the Plan in accordance with the provisions of Article VI. Subject to Article XI, the aggregate number of Shares that may be issued
under the Plan shall not exceed 5,000,000 Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually
issued and delivered pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases
to be exercisable for any reason, or the rights of its Holder terminate, any Shares subject to such Award shall again be available for
the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Shares that may be subject
to Awards of Options under Article VII, in this case granted to any one person during any calendar year, shall be 100,000 Shares (subject
to adjustment in the same manner as provided in Article XI with respect to Shares subject to Awards then outstanding).


 


5.2
Types of Shares. The Shares to be issued pursuant
to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously
issued and outstanding and reacquired by the Company.


 


ARTICLE
VI

ELIGIBILITY AND TERMINATION OF SERVICE


 


6.1
Eligibility. Awards made under the Plan may be
granted solely to individuals or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted
on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award
may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, or any
combination thereof, and solely for Employees, an Incentive Stock Option.


 




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6.2
Termination of Service. Except to the extent
inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions
shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:


 


(a)
The Holder’s rights, if any, to exercise any then
exercisable Options shall terminate:


 


(i)
If such termination is for a reason other than the Holder’s
Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service;


 


(ii)
If such termination is on account of the Holder’s
Total and Permanent Disability, one (1) year after the date of such Termination of Service; or


 


(iii)
If such termination is on account of the Holder’s
death, one (1) year after the date of the Holder’s death.


 


Upon
such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit
any rights or interests in or with respect to any such Options. Notwithstanding the foregoing, the Committee, in its sole discretion,
may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during
which the Holder has the right to exercise any vested Non-qualified Stock Option, which time period may not extend beyond the expiration
date of the Award term.


 


(b)
In the event of a Holder’s Termination of Service
for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions
applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled,
and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests
in and with respect to any such Restricted Stock and/or RSUs. Notwithstanding the immediately preceding sentence, the Committee, in its
sole discretion, may determine, prior to or within thirty (30) days after the date of such Termination of Service that all or a portion
of any such Holder’s Restricted Stock and/or RSUs shall not be so canceled and forfeited.


 


6.3
Special Termination Rule. Except to the extent
inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article
VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety
(90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion
thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its
sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding.
Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated
as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which
case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant
to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon
the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option. Should a Holder’s status
as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such
Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved,
if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable,
for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination
with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated
until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate,
in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.


 


6.4
Termination of Service for Cause. Notwithstanding
anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides
otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall
expire immediately and be forfeited in their entirety upon such Termination of Service.


 




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ARTICLE
VII

OPTIONS


 


7.1
Option Period. The term of each Option shall
be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be
exercisable after the expiration of ten (10) years from the date of its grant.


 


7.2
Limitations on Exercise of Option. An Option
shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement.


 


7.3
Special Limitations on Incentive Stock Options.
To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Shares
with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all
plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which
provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may
be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated
as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations
and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock
Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder
of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if,
at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive
Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to
the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years
from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or
date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive
Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option”
status under Section 422 of the Code.


 


7.4
Option Agreement. Each Option shall be evidenced
by an Option Agreement in such form and containing such provisions not inconsistent with the other provisions of the Plan as the Committee
from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option.
An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus
cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option
price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations
as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2,
6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting
the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option,
in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate
market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to
an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to
a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the
Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate
Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option
Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, including but
not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage
withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional
income tax liability imposed as a result of a payment made upon a Change of Control resulting from the operation of the Plan or of such
Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in
its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.


 




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7.5
Option Price and Payment. The price at which
an Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such
Option price (i) shall not be less than the Fair Market Value of an Share on the date such Option is granted (or 110% of Fair Market
Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment
as provided in Article XI. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company.
The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the
Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise
issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired
pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified Stock
Option.


 


7.6
Stockholder Rights and Privileges. The Holder
of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as
have been purchased under the Option and for which share certificates have been registered in the Holder’s name.


 


7.7
Options and Rights in Substitution for Stock or Options
Granted by Other Corporations. Options may be granted under the Plan from time to time in substitution for stock options held by
individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing
entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or
the acquisition by the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity
becomes an Affiliate.


 


ARTICLE
VIII

RESTRICTED STOCK AWARDS


 


8.1
Award. A Restricted Stock Award shall constitute
an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined
under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall
establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the
discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as
permitted by Section 8.2.


 


8.2
Terms and Conditions. At the time any Award is
made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters
contemplated thereby and such other matters as the Committee may determine to be appropriate. The Company shall cause the Shares to be
issued in the name of Holder, either by book-entry registration or issuance of one or more stock certificates evidencing the Shares,
which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to
provide services for the Plan. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order,
and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares.
After any Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion,
registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld
to pay withholding taxes. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares subject
thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction
Period. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to
expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions
of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted
Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including
but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any
applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise
taxes or other additional income tax liability imposed as a result of a payment made in connection with a Change of Control resulting
from the operation of the Plan or of such Restricted Stock Agreement) and (iii) any other matters not inconsistent with the terms and
provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted
Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported
by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.


 




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8.3
Payment for Restricted Stock. The Committee shall
determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided
that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted
Stock Award, except to the extent otherwise required by law.


 


ARTICLE
IX

UNRESTRICTED STOCK AWARDS


 


9.1
Award. Shares may be awarded (or sold) to Employees,
Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered
thereby to the Company or an Affiliate or for other valid consideration.


 


9.2
Terms and Conditions. At the time any Award is
made under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters
contemplated hereby and such other matters as the Committee may determine to be appropriate.


 


9.3
Payment for Unrestricted Stock. The Committee
shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any,
provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant
to an Unrestricted Stock Award, except to the extent otherwise required by law.


 


ARTICLE
X

RESTRICTED STOCK UNIT AWARDS


 


10.1
Award. A Restricted Stock Unit Award shall constitute
a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Restriction Period.
At the time a Restricted Stock Unit Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each
Restricted Stock Unit Award may have a different Restriction Period, in the discretion of the Committee. A Restricted Stock Unit shall
not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated
with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.


 


10.2
Terms and Conditions. At the time any Award is
made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters
contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall
set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become
entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient
to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such
Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock
Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service
prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need
not be identical.


 


10.3
Distributions of Shares. The Holder of a Restricted
Stock Unit shall be entitled to receive a cash payment equal to the Fair Market Value of an Share, or one Share, as determined in the
sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such
Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than
by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which
the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).


 




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ARTICLE
XI

RECAPITALIZATION OR REORGANIZATION


 


11.1
Adjustments to Shares. The shares with respect
to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever,
prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision
or consolidation of the Shares or the payment of an Share dividend on Shares without receipt of consideration by the Company, the number
of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in
the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per
Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XI, any adjustment made
with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and
in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive
stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option, shall comply with the requirements
of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Stock Option granted under
the Plan to become subject to Section 409A of the Code.


 


11.2
Recapitalization. If the Company recapitalizes
or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award,
the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then
covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms
of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares
then covered by such Award.


 


11.3
Other Events11.4.
In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation,
combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award
and not otherwise provided for under this Article XI, any outstanding Awards and any Award Agreements evidencing such Awards shall be
adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the
applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the
event of any adjustment pursuant to Sections 11.1, 11.2 or this Section 11.3, the aggregate number of Shares available under the Plan
pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the
Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award. In addition, the Committee may
make provision for a cash payment to a Holder or a person who has an outstanding Award.


 


11.5
Change of Control. The Committee may, in its
sole discretion, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control, cause
any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess,
if any, of the price or implied price per Share in the Change of Control over the per Share exercise, base or purchase price of such
Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore,
by the surviving corporation or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate
any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award
to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in
full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result
of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon
the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then
outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect
such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.


 


11.6
Powers Not Affected. The existence of the Plan
and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business,
any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof,
the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business
or any other corporate act or proceeding.


 




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11.7
No Adjustment for Certain Awards. Except as hereinabove
expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares
or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall
not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject
to Awards theretofore granted or the purchase price per Share, if applicable.


 


ARTICLE
XII

AMENDMENT AND TERMINATION OF PLAN


 


The
Plan shall continue in effect, unless sooner terminated pursuant to this Article XII, until the tenth (10th) anniversary of
the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to
time; provided, however, that without the approval by a majority of the votes cast at a meeting of stockholders at which
a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person
or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise
expressly provided in Article XI, materially increase the number of Shares subject to the Plan or the individual Award Agreements specified
in Article V, or (iii) materially modify the requirements for participation in the Plan, or (iv) amend, modify or suspend this Article
XII. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a
Holder with respect to such Award without the consent of the Holder (unless such change is required in order to exempt the Plan or any
Award from Section 409A of the Code).


 


ARTICLE
XIII

MISCELLANEOUS


 


13.1
No Right to Award. Neither the adoption of the
Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right
to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and
on the terms and conditions expressly set forth therein.


 


13.2
No Rights Conferred. Nothing contained in the
Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii)
interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer
upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way
with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any
Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere
in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or
an Affiliate at any time.


 


13.3
Other Laws; No Fractional Shares; Withholding.
The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell
or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under
this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or
liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or
(ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure
to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of
fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with
all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations.
In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the
Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms
and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and
conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of
an Award) to satisfy, in whole or in part, the amount required to be withheld.


 




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13.4
No Restriction on Corporate Action. Nothing contained
in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company
or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any
Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or
any Affiliate as a result of any such action.


 


13.5
Restrictions on Transfer. No Award under the
Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered,
pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where
permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award
may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless
it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding
any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.


 


13.6
Beneficiary Designations. Each Holder may, from
time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount
which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation
shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by
the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation,
for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.


 


13.7
Rule 16b-3. It is intended that the Plan and
any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision
of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of,
Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of
Rule 16b-3.


 


13.8
Clawback Policy. Notwithstanding any contained
herein or in any incentive “performance based” Awards under the Plan shall be subject to reduction, forfeiture or repayment
by reason of a correction or restatement of the Company’s financial information if and to the extent such reduction or repayment
is required by any applicable law.


 


13.9
Section 409A. Notwithstanding any other provision
of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such
Award to constitute non-qualified “deferred compensation” under Section 409A of the Code unless such Award shall be structured
to be exempt from or comply with all requirements of Code Section 409A. The Plan and all Award Agreements are intended to comply with
the requirements of Section 409A of the Code (or to be exempt therefrom) and shall be so interpreted and construed and no amount shall
be paid or distributed from the Plan unless and until such payment complies with all requirements of Code Section 409A. It is the intent
of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply
in all respects with Code Section 409A, however, the Company shall have no liability to the Holder, or any successor or beneficiary thereof,
in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by the
Holder or any successor or beneficiary thereof.


 




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13.10
Indemnification. Each person who is or shall
have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action,
suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby
in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such
person shall give 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 and shall be independent of any
other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws,
by contract, as a matter of law, or otherwise.


 


13.11
Other Benefit Plans. No Award, payment or amount
received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining
any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan
specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the
right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not
expressly authorized under the Plan.


 


13.12
Limits of Liability. Any liability of the Company
with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None
of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or
not taken, in good faith, in connection with or under the Plan.


 


13.13
Governing Law. Except as otherwise provided herein,
the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.


 


13.14
Severability of Provisions. If any provision
of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and
the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.


 


13.15
No Funding. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment
of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded
unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any
other assets of the Company or Affiliate than any other unsecured general creditor.


 


13.16
Headings. Headings used throughout the Plan are
for convenience only and shall not be given legal significance.


 




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