GAN
LIMITED


 


2020
EQUITY INCENTIVE PLAN


 


SECTION
1. INTRODUCTION.


 


The
purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Selected
Service Providers an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest,
and to encourage such Selected Service Providers to continue to provide services to the Company and to attract new individuals
with outstanding qualifications.


 


The
Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute Incentive Stock Options
or Nonstatutory Stock Options), Stock Appreciation Rights, Restricted Stock Grants, Stock Units, and/or Other Equity Awards.


 


Capitalized
terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or any applicable Award Agreement.


 


SECTION
2. DEFINITIONS.


 


If
a Participant’s employment agreement or Award Agreement (or other written agreement executed by and between Participant
and the Company) expressly includes defined terms that expressly are different from and/or conflict with the defined terms contained
in this Plan then the defined terms contained in the employment agreement or Award Agreement (or other written agreement executed
by and between Participant and the Company) shall govern and shall supersede the definitions provided in this Plan.


 


(a)
“Adoption Date” means [XX], 2020.


 


(b)
“Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not
less than 50% of such entity. For purposes of determining an individual’s “Service,” this definition shall include
any entity other than a Subsidiary, if the Company, a Parent and/or one or more Subsidiaries own not less than 50% of such entity.


 


(c)
“Award” means any award of an Option, SAR, Restricted Stock Grant, Stock Unit, or Other Equity Award under
the Plan.


 


(d)
“Award Agreement” means an agreement between the Company and a Selected Service Provider evidencing the award
of an Option, SAR, Restricted Stock Grant, Stock Unit, or Other Equity Award as applicable.


 


(e)
“Board” means the Board of Directors of the Company, as constituted from time to time.


 


(f)
“Cashless Exercise” means, to the extent that an Award Agreement so provides and as permitted by applicable
law and in accordance with any procedures established by the Committee, an arrangement whereby payment of some or all of the aggregate
Exercise Price may be made all or in part by delivery of an irrevocable direction to a securities broker to sell Shares and to
deliver all or part of the sale proceeds to the Company. Cashless Exercise may also be utilized to satisfy an Option’s tax
withholding obligations as provided in Section 15(b).


 




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(g)
“Cause” means, with respect to a Participant, the occurrence of any of the following: (i) Participant’s
personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit, (ii) Participant’s continuing
intentional or habitual failure to perform stated duties, (iii) Participant’s violation of any law (other than minor traffic
violations or similar misdemeanor offenses not involving moral turpitude), (iv) Participant’s material breach of any provision
of an employment or independent contractor agreement with the Company, or (v) any other act or omission by a Participant that,
in the opinion of the Committee, could reasonably be expected to adversely affect the Company Group’s business, financial
condition, prospects and/or reputation. In each of the foregoing subclauses (i) through (v), whether or not a “Cause”
event has occurred will be determined by the Committee in its sole discretion or, in the case of Participants who are Board members
or Section 16 Persons, the Board, each of whose determination shall be final, conclusive and binding. A Participant’s Service
shall be deemed to have terminated for Cause if, after the Participant’s Service 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.


 


(h)
“Change in Control” means the consummation of any one or more of the following:


 


	 	(i)	Any
    person, including a group as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock of the
    Company with respect to which fifty percent (50%) or more of the total number of votes for the election of the Board may be
    cast;
	 	 	 
	 	(ii)	As
    a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets
    or contested election, or combination of the foregoing, persons who were directors of the Company just prior to such event
    shall cease to constitute a majority of the Board;
	 	 	 
	 	(iii)	The
    consummation of a sale or other disposition of all or substantially all the assets of the Company; or
	 	 	 
	 	(iv)	A
    tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing thirty
    percent (30%) or more of the combined voting power of the Company’s then outstanding voting securities.


 


A
transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s
incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transactions.


 


(i)
“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations and interpretations
promulgated thereunder.


 


(j)
“Committee” means a committee described in Section 3.


 


(k)
“Company” means GAN Limited a Bermuda exempted company limited by shares.


 




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(l)
“Company Group” means the Company and any Parent, Subsidiary and Affiliate of the Company, now or hereafter
existing.


 


(m)
“Consultant” means an individual or entity which performs bona fide services to the Company Group, other than
as an Employee or Non-Employee Director.


 


(n)
“Date of Grant” means the date the Committee (or the Board, as the case may be) takes formal action designating
that a Participant shall receive an Award, notwithstanding the date the Participant accepts the Award, the date the Company and
the Participant enter into a written agreement with respect to the Award, or any other date.


 


(o)
“Disability” means the following:


 


	 	(i)	For
    all ISOs, the permanent and total disability of a Participant within the meaning of Section 22(e)(3) of the Code;
	 	 	 
	 	(ii)	For
    all Awards which are considered nonqualified deferred compensation under Code Section 409A and for which payment can be made
    on account of the Participant’s disability, the disability of a Participant within the meaning of Section 409A of the
    Code; or
	 	 	 
	 	(iii)	For
    all other Awards, the Participant’s medically determinable physical or mental incapacitation such that for a continuous
    period of not less than twelve (12) months, a person is unable to engage in any substantial gainful activity or which can
    be expected to result in death.


 


Any
question as to the existence of that person’s physical or mental incapacitation as to which the person or person’s
representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable
to the person and the Company. If the person and the Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two (2) physicians shall select a third (3rd) who shall make such determination in writing.
The determination of Disability made in writing to the Company and the person shall be final and conclusive for all purposes of
the Awards.


 


(p)
“Employee” means any individual who is a common-law employee of the Company Group. An employee who is also
serving as a member of the Board is an Employee for purposes of this Plan.


 


(q)
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.


 


(r)
“Exercise Price” means, in the case of an Option, the amount for which a Share may be purchased upon exercise
of such Option, as specified in the applicable Award Agreement. “Exercise Price,” in the case of a SAR, means an amount,
as specified in the applicable Award Agreement, which is subtracted from the Fair Market Value in determining the amount payable
to a Participant upon exercise of such SAR.


 




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(s)
“Fair Market Value” means the market price of a Share, determined by the Committee as follows:


 


	 	(i)	If
    the Shares were traded on a stock exchange (such as the NYSE, NYSE Amex, the NASDAQ Global Market or NASDAQ Capital Market)
    at the time of determination, then the Fair Market Value shall be equal to the regular session closing price for such stock
    as reported by such exchange (or the exchange or market with the greatest volume of trading in the Shares) on the date of
    determination, or if there were no sales on such date, on the last date preceding such date on which a closing price was reported;
	 	 	 
	 	(ii)	If
    the Shares were traded on the OTC Bulletin Board at the time of determination, then the Fair Market Value shall be equal to
    the last-sale price reported by the OTC Bulletin Board for such date, or if there were no sales on such date, on the last
    date preceding such date on which a sale was reported; and
	 	 	 
	 	(iii)	If
    neither of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good
    faith using a reasonable application of a reasonable valuation method as the Committee deems appropriate.


 


Whenever
possible, the determination of Fair Market Value by the Committee shall be based on the prices reported by the applicable exchange
or the OTC Bulletin Board, as applicable, or a nationally recognized publisher of stock prices or quotations (including an electronic
on-line publication). Such determination shall be conclusive and binding on all persons.


 


(t)
“Fiscal Year” means the Company’s fiscal year.


 


(u)
“GAAP” means United States generally accepted accounting principles as established by the Financial Accounting
Standards Board.


 


(v)
“Incentive Stock Option” or “ISO” means an incentive stock option described in Code Section
422.


 


(w)
“ISO Limit” means the maximum aggregate number of Shares that are permitted to be issued pursuant to the exercise
of ISOs granted under the Plan as described in Section 5(a).


 


(x)
“Net Exercise” means, to the extent that an Award Agreement so provides and as permitted by applicable law,
an arrangement pursuant to which the number of Shares issued to the Optionee in connection with the Optionee’s exercise
of the Option will be reduced by the Company’s retention of a portion of such Shares. Upon such a net exercise of an Option,
the Optionee will receive a net number of Shares that is equal to (i) the number of Shares as to which the Option is being exercised
minus (ii) the quotient (rounded down to the nearest whole number) of the aggregate Exercise Price of the Shares being exercised
divided by the Fair Market Value of a Share on the Option exercise date. The number of Shares covered by clause (ii) will be retained
by the Company and not delivered to the Optionee. No fractional Shares will be created as a result of a Net Exercise and the Optionee
must contemporaneously pay for any portion of the aggregate Exercise Price that is not covered by the Shares retained by the Company
under clause (ii). The number of Shares delivered to the Optionee may be further reduced if Net Exercise is utilized under Section
15(b) to satisfy applicable tax withholding obligations.


 


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


 




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(z)
“Nonstatutory Stock Option” or “NSO” means a stock option that is not an ISO.


 


(aa)
“Option” means an ISO or NSO granted under the Plan entitling the Optionee to purchase a specified number of
Shares, at such times and applying a specified Exercise Price, as provided in the applicable Award Agreement.


 


(bb)
“Optionee” means an individual, estate or other entity that holds an Option.


 


(cc)
“Other Equity Award” means an award (other than an Option, SAR, Stock Unit, or Restricted Stock Grant) which
derives its value from the value of Shares and/or from increases in the value of Shares.


 


(dd)
“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of
a Parent on a date after the Adoption Date shall be considered a Parent commencing as of such date.


 


(ee)
“Participant” means an individual or estate or other entity that holds an Award.


 


(ff)
“Plan” means this GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time.


 


(gg)
“Prior Plan Award” means a Substitute Award for a share option that was granted under a Prior Plan and which
option has been assumed under this Plan in accordance with Section 6(e). It is intended that the exercise price and number of
shares (after adjustment for any exchange ratio and currency conversion), vesting, and option term of any Prior Plan Awards shall
generally be the same in the applicable Substitute Award provided however that the other terms and conditions of the Plan and
Substitute Award Agreement shall govern the Option that replaces the Prior Plan Award.


 


(hh)
“Prior Plans” means collectively the GAN plc Share Option Plan 2019 and the GAN plc Share Option Plan 2017,
each as in effect immediately before the Adoption Date.


 


(ii)
“Qualified Note” means a recourse note, with a fixed market rate of interest, that may, at the discretion of
the Committee, be secured by Shares or otherwise.


 


(jj)
“Re-Load Option” means a new Option or SAR that is automatically granted to a Participant as result of such
Participant’s exercise of an Option or SAR.


 


(kk)
“Re-Price” means that the Company has lowered or reduced the Exercise Price of outstanding Options and/or outstanding
SARs and/or outstanding Other Equity Awards for any Participant(s) in a manner described by SEC Regulation S-K Item 402(d)(2)(viii)
(or as described in any successor provision(s) or definition(s)). For avoidance of doubt, Re-Price also includes any exchange
of Options or SARs for other Awards or cash.


 


(ll)
“Restricted Stock Grant” means Shares awarded under the Plan as provided in the applicable Award Agreement.


 




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(mm)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.


 


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


 


(oo)
“Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the
Exchange Act.


 


(pp)
“Securities Act” means the United States Securities Act of 1933, as amended.


 


(qq)
“Selected Service Provider” means an Employee, Consultant, or Non-Employee Director who has been selected by
the Committee to receive an Award under the Plan.


 


(rr)
“Separation From Service” has the meaning provided to such term under Code Section 409A and the regulations
promulgated thereunder.


 


(ss)
“Service” means uninterrupted service as an Employee, Non-Employee Director or Consultant. Service will be
deemed terminated as soon as the entity to which Service is being provided is no longer a member of the Company Group. A Participant’s
Service does not terminate if he or she is a common-law employee and goes on a bona fide leave of absence that was approved by
the Company Group in writing and the terms of the leave provide for continued service crediting, or when continued service crediting
is required by applicable law. However, for purposes of determining whether an Employee’s outstanding ISOs are eligible
to continue to qualify as ISOs (and not become NSOs), an Employee’s Service will be treated as terminating three (3) months
after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract.
Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Committee
determines which leaves count toward Service, and when Service commences and terminates for all purposes under the Plan. For avoidance
of doubt, a Participant’s Service shall not be deemed terminated if the Committee determines that (i) a transition of employment
to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary or Parent or Affiliate
in which the Company or a Subsidiary or Parent or Affiliate is a party is not considered a termination of Service, (ii) the Participant
transfers between service as an Employee and service as a Consultant or other personal service provider (or vice versa), or (iii)
the Participant transfers between service as an Employee and that of a Non-Employee Director (or vice versa). The Committee may
determine whether any Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant,
shall be deemed to result in termination of Service for purposes of any affected Awards, and the Committee’s decision shall
be final, conclusive and binding.


 


(tt)
“Share” means one ordinary share of the Company, par value of $0.01, and any other securities into which such
shares are changed, for which such shares are exchanged or which may be issued in respect thereof.


 


(uu)
“Share Limit” means the maximum aggregate number of Shares that are permitted to be issued under the Plan as
described in Section 5(a).


 


 (vv)
“Shareholder Approval Date” means the date that the Company’s shareholders approve this Plan. 


 







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 (ww)
                                          “Specified
                                         Employee” means a Participant who is considered a “specified employee”
                                         within the meaning of Code Section 409A.


 


 (xx)
 “Stock Appreciation Right” or “SAR”
means a stock appreciation right awarded under the Plan which provides the holder with a right to potentially receive, in cash
and/or Shares, value with respect to a specific number of Shares, as provided in the applicable Award Agreement.


 


 (yy)
 “Stock Unit” means a bookkeeping entry representing
the equivalent of one Share, as awarded under the Plan, as provided in the applicable Award Agreement.





 


(zz)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
A corporation that attains the status of a Subsidiary on a date after the Adoption Date shall be considered a Subsidiary commencing
as of such date.


 


(aaa)
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired
by a Company Group member or with which any member of the Company Group combines.


 


(bbb)
“Termination Date” means the date on which a Participant’s Service terminates.


 


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


 


SECTION
3. ADMINISTRATION.


 


(a)
Committee Composition. A Committee (or Committees) appointed by the Board (or its Compensation Committee) shall administer
the Plan. Unless the Board provides otherwise, the Board’s Compensation Committee (or a comparable committee of the Board)
shall be the Committee. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority
previously delegated to the Committee.


 


To
the extent required to enable Awards to be exempt from liability under Section 16(b) of the Exchange Act, the Committee shall
have membership composition which enables Awards to Section 16 Persons to qualify as exempt from liability under Section 16(b)
of the Exchange Act.


 


The
Board or the Committee may also appoint one or more separate committees of the Board, each composed of one or more directors of
the Company who need not qualify under Rule 16b-3, that may administer the Plan with respect to Selected Service Providers who
are not Section 16 Persons, may grant Awards under the Plan to such Selected Service Providers and may determine all terms of
such Awards. To the extent permitted by applicable law, the Board may also appoint a committee, composed of one or more officers
of the Company, that may authorize Awards to Employees (who are not Section 16 Persons) within parameters specified by the Board
and consistent with any limitations imposed by applicable law.


 




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A
majority of the members of the Committee shall constitute a quorum for the transaction of business. Action approved in writing
by a majority of the members of the Committee then serving shall be as effective as if the action had been taken by unanimous
vote at a meeting duly called and held.


 


(b)
Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority and discretion
to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include without limitation:


 


	 	(i)	determining
    Selected Service Providers who are to receive Awards under the Plan;
	 	 	 
	 	(ii)	determining
    the type, number, vesting requirements, and their degree of satisfaction, and other features and conditions of such Awards
    and amending such Awards;
	 	 	 
	 	(iii)	correcting
    any defect, supplying any omission, or reconciling or clarifying any inconsistency in the Plan or any Award Agreement;
	 	 	 
	 	(iv)	accelerating
    the vesting or extending the post-termination exercise term, or waiving restrictions, of Awards at any time and under such
    terms and conditions as it deems appropriate;
	 	 	 
	 	(v)	permitting
    or denying, in its discretion, a Participant’s request to transfer an Award;
	 	 	 
	 	(vi)	permitting
    or requiring, in its discretion, a Participant to use Cashless Exercise, Net Exercise and/or Share withholding with respect
    to the payment of any Exercise Price and/or applicable tax withholding;
	 	 	 
	 	(vii)	interpreting
    the Plan and any Award Agreements;
	 	 	 
	 	(viii)	making
    all other decisions relating to the operation of the Plan;
	 	 	 
	 	(ix)	making
    such modifications to the Plan as are necessary to effectuate the intent of the Plan as a result of any changes in the income
    tax, accounting, or securities law treatment of Participants and the Plan; and
	 	 	 
	 	(x)	granting
    Awards to Selected Service Providers who are foreign nationals on such terms and conditions different from those specified
    in the Plan, which may be necessary or desirable to foster and promote achievement of the purposes of the Plan, and adopting
    such modifications, procedures, and/or subplans (with any such subplans attached as appendices to the Plan) and the like as
    may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions to
    ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, or to
    meet the requirements that permit the Plan to operate in a qualified or tax efficient manner, and/or comply with applicable
    foreign laws or regulations.


 




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The
Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee’s determinations
under the Plan shall be final, conclusive and binding on all persons. The Committee’s decisions and determinations need
not be uniform and may be made selectively among Participants in the Committee’s sole discretion. The Committee’s
decisions and determinations will be afforded the maximum deference provided by applicable law.


 


The
Company shall effect the granting of Awards under the Plan in accordance with the determinations made by the Committee, by execution
of instruments in writing in such form as approved by the Committee. The Committee may not increase an Award once granted, although
it may grant additional Awards to the same Participant. The Committee shall keep the Board informed as to its actions and make
available to the Board its books and records. Although the Committee has the authority to establish and administer the Plan, the
Board reserves the right at any time to abolish the Committee and administer the Plan itself.


 


(c)
Indemnification. To the maximum extent permitted by applicable law, each member of the Committee, or of the Board, or any
persons who are delegated by the Board or Committee to perform administrative functions in connection with the Plan, shall be
indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him or her 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 involved by reason of any action taken or failure to act under the Plan or any
Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
he or she 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 of any other rights
of indemnification to which such persons may be entitled under the Company’s Memorandum of Association or Bye-laws, by contract,
as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.


 


SECTION
4. GENERAL.


 


(a)
General Eligibility. Only Employees, Consultants, and Non-Employee Directors shall be eligible for designation as Selected
Service Providers by the Committee.


 


(b)
Incentive Stock Options. Only Selected Service Providers who are common-law employees of the Company, a Parent or a Subsidiary
shall be eligible for the grant of ISOs. In addition, a Selected Service Provider who is a 10-Percent Shareholder shall not be
eligible for the grant of an ISO unless the requirements set forth in Section 422(c)(5) of the Code are satisfied. If and to the
extent that any Shares are issued under a portion of any Option that exceeds the $100,000 limitation of Section 422 of the Code,
such Shares shall not be treated as issued under an ISO notwithstanding any designation otherwise. Certain decisions, amendments,
interpretations and actions by the Company or Committee and certain actions by a Participant may cause an Option to cease to qualify
as an ISO pursuant to the Code and by accepting an Option Award, the Participant agrees in advance to such disqualifying action(s).


 


(c)
Restrictions on Shares. Any Shares issued pursuant to an Award shall be subject to such Company policies, rights of repurchase,
rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall apply in addition
to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable
law. In no event shall the Company be required to issue fractional Shares under this Plan.


 




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(d)
No Rights as a Shareholder. A Participant, or a transferee of a Participant, shall have no rights as a shareholder (including
without limitation voting rights or dividend or distribution rights) with respect to any Shares covered by an Award until such
person becomes entitled to receive such Shares, has satisfied any applicable withholding or tax obligations relating to the Award
and the Shares have been issued to the Participant. No adjustment shall be made for cash or stock dividends or other rights for
which the record date is prior to the date when such Shares are issued, except as expressly provided in Section 12.


 


(e)
Termination of Service. Unless the applicable Award Agreement or employment agreement provides otherwise (and in such case,
the Award or employment agreement shall govern as to the consequences of a termination of Service for such Awards), the following
rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the event of termination
of such Participant’s Service (in all cases subject to the term of the Option or SAR or Other Equity Award as applicable):


 


	 	(i)	if
    the Service of a Participant is terminated for Cause, then all of his/her then-outstanding Options, SARs, and unvested portions
    of all other Awards shall terminate and be forfeited immediately without consideration as of the Termination Date;
	 	 	 
	 	(ii)	if
    the Service of Participant is terminated due to Participant’s death or Disability, then the vested portions of his/her
    then-outstanding Options/SARs/Other Equity Awards may be exercised by such Participant or his or her personal representative
    within twelve months after the Termination Date and all unvested portions of all then-outstanding Awards shall be forfeited
    without consideration as of the Termination Date; and
	 	 	 
	 	(iii)	if
    the Service of Participant is terminated for any reason other than for Cause or death or Disability, then the vested portion
    of his/her then-outstanding Options/SARs/Other Equity Awards may be exercised by such Participant or his or her personal representative
    within three months after the Termination Date and all unvested portions of all then-outstanding Awards shall be forfeited
    without consideration as of the Termination Date.


 


(f)
Code Section 409A. Notwithstanding anything in the Plan to the contrary, the Plan and Awards granted hereunder are intended
to be exempt from or comply with the requirements of Code Section 409A and shall be interpreted in a manner consistent with such
intention. In the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with
the applicable requirements of Code Section 409A or the applicable regulations and other guidance issued thereunder, the Committee
shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems
necessary to comply with such requirements. Any payment made pursuant to any Award shall be considered a separate payment and
not one of a series of payments for purposes of Code Section 409A. Notwithstanding the foregoing or anything elsewhere in the
Plan or an Award Agreement to the contrary, if upon a Participant’s Separation From Service he/she is then a Specified Employee,
then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A,
the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a
result of and within six (6) months following such Separation From Service under this Plan until the earlier of (i) the first
business day of the seventh month following the Participant’s Separation From Service, or (ii) ten (10) days after the Company
receives written confirmation of the Participant’s death. Any such delayed payments shall be made without interest. While
it is intended that all payments and benefits provided under the Plan or an Award will be exempt from or comply with Code Section
409A, the Company makes no representation or covenant to ensure that the payments under the Plan or an Award are exempt from or
compliant with Code Section 409A. In no event whatsoever shall the Company be liable if a payment or benefit under the Plan or
an Award is challenged by any taxing authority or for any additional tax, interest or penalties that may be imposed on a Participant
by Code Section 409A or any damages for failing to comply with Code Section 409A. The Participant will be entirely responsible
for any and all taxes on any benefits payable to such Participant as a result of the Plan or an Award. If the applicable Award
Agreement or Participant’s employment agreement provides for Code Section 409A related provisions other than what is specified
above in this Section 4(f), then such provisions in the Award or employment agreement shall govern.


 




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(g)
Suspension or Termination of Awards. If at any time (including after a notice of exercise has been delivered) the Committee
(or the Board), reasonably believes that a Participant has committed an act of Cause (which includes a failure to act), the Committee
(or Board) may suspend the Participant’s right to exercise any Award (or vesting or settlement of any Award) pending a determination
of whether there was in fact an act of Cause. If the Committee (or the Board) determines a Participant has committed an act of
Cause, neither the Participant nor his or her estate shall be entitled to exercise any outstanding Award whatsoever and all of
Participant’s outstanding Awards shall then terminate without consideration. Any determination by the Committee (or the
Board) with respect to the foregoing shall be final, conclusive and binding on all interested parties.


 


(h)
Electronic Communications. Subject to compliance with applicable law and/or regulations, an Award Agreement or other documentation
or notices relating to the Plan and/or Awards may be communicated to Participants (and executed by Participants) by electronic
media.


 


(i)
Unfunded Plan. The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants
who are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing
for such segregation, nor shall the Company or the Committee be deemed to be a trustee of stock or cash to be awarded under the
Plan.


 


(j)
Liability of Company. The Company (or members of the Board or Committee) shall not be liable to a Participant or other
persons as to: (a) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any
Shares hereunder; and (b) any unexpected or adverse tax consequence or any tax consequence expected, but not realized, by any
Participant or other person due to the grant, receipt, exercise or settlement of any Award granted hereunder.


 


(k)
Reformation. In the event any provision of this Plan shall be held illegal or invalid for any reason, such provisions will
be reformed by the Board if possible and to the extent needed in order to be held legal and valid. If it is not possible to reform
the illegal or invalid provisions then the illegality or invalidity shall not affect the remaining parts of this Plan, and this
Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 




    	 	-11-	 



     


    

 


(l)
Payment of Non-Employee Director Cash Fees with Equity Awards. If the Board affirmatively decides to authorize such a process,
each Non-Employee Director may elect to receive a Restricted Stock Grant (or Stock Units) issued under the Plan in lieu of payment
of all or a portion of his or her annual cash retainer and/or any other cash fees including without limitation meeting fees, committee
service fees and participation fees. Any such elections made by a Non-Employee Director shall be effected no later than the time
permitted by applicable law and in accordance with the Company’s insider trading policies and/or other policies. The aggregate
Date of Grant fair market value of any Restricted Stock Grants or Stock Units issued pursuant to this Section 4(l) is intended
to be equivalent to the value of the foregone cash fees. Any cash fees not elected to be received as a Restricted Stock Grant
or Stock Units shall be payable in cash in accordance with the Company’s standard payment procedures. The Board in its discretion
shall determine the terms, conditions and procedures for implementing this Section 4(l) and may also modify or terminate its operation
at any time.


 


(m)
Successor Provision. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation,
is a reference to that statute, rule, regulation, or section as amended from time to time, both before and after the Adoption
Date and including any successor provisions.


 


(n)
Governing Law. This Plan and (unless otherwise provided in the Award Agreement) all Awards shall be construed in accordance
with and governed by the laws of the state of New York, but without regard to its conflict of law provisions. The Committee may
provide that any dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including
through binding arbitration. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed
to submit to the exclusive jurisdiction and venue of the federal or state courts of the Borough of Manhattan, State of New York
to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.


 


(o)
Assignment or Transfer of Awards. Except as otherwise provided under the applicable Award Agreement and then only to the
extent permitted by applicable law, no Award shall be transferable by the Participant other than by will or by the laws of descent
and distribution. No Award or interest therein may be transferred, assigned, pledged or hypothecated by the Participant during
his or her lifetime, whether by operation of law or otherwise, nor may an Award be anticipated, assigned, attached, garnished,
optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law,
nor may an Award be made subject to execution, attachment or similar process. Any act in violation of this Section 4(o) shall
be null and void.


 


(p)
Deferral Elections. The Committee may permit a Participant to elect to defer his or her receipt of the payment of cash
or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise, earn out or vesting of an
Award made under the Plan. If any such election is permitted, the Committee shall establish rules and procedures for such payment
deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and
(b) the payment or crediting of dividend equivalents in respect of deferrals credited in units of Shares. The Company and the
Committee shall not be responsible to any person in the event that the payment deferral does not result in deferral of income
for tax purposes.


 




    	 	-12-	 



     


    

 


(q)
No Re-Pricing of Options or SARs or Award of Re-Load Options. Notwithstanding anything to the contrary, (i) outstanding
Options or SARs may not be Re-Priced and (ii) Re-Load Options may not be awarded, in each case without the approval of Company
shareholders. Moreover, any amendment to the Plan or any Award agreement that results in the repricing of an Option or SAR issued
under the Plan shall not be effective without prior approval of the shareholders of the Company. For this purpose, repricing includes
a reduction in the Exercise Price of an Option or a SAR or the cancellation of an Option or SAR in exchange for cash, Options
or SARs with an Exercise Price less than the Exercise Price of the cancelled Option or SAR, other Awards under the Plan or any
other consideration provided by the Company.


 


(r)
Dividends/Dividend Equivalents. For all Awards, no payment of dividends (or dividend equivalents) shall be made with respect
to any unvested Awards. Dividends (and dividend equivalents) shall only be paid to a Participant to the extent that the underlying
Award to which the dividends/dividend equivalents are attached becomes vested. For avoidance of doubt, accrual of dividends (and
dividend equivalents) while the underlying Award is unvested and which are payable upon vesting is permitted to the extent provided
under this Plan or Award agreement.


 


SECTION
5. SHARES SUBJECT TO PLAN AND SHARE LIMITS.


 


(a)
Basic Limitations. The Shares issuable under the Plan shall be authorized but unissued Shares or treasury Shares or reacquired
shares, bought on the market or otherwise. The maximum number of Shares that are issued under this Plan cannot exceed the Share
Limit as may be adjusted under Sections 5(a) or 12. For purposes of the Plan and subject to adjustment under Sections 5(a) and
12 and subject to the Share accounting provisions of Section 5(b), the Share Limit is [XX] Shares and the ISO Limit is [XX] Shares.
On January 20th of each calendar year from 2021 through 2029, the Share Limit and ISO Limit shall each be increased
by the lesser of (i) four percent of the Company’s outstanding Shares (rounded down to the nearest whole number) as of the
close of business on the preceding December 31st or (ii) some lesser whole number than the number determined under
clause (i) as determined by the Board (which may be zero). For each year from 2021 through 2029, if the Board has not formally
resolved and approved a number under clause (ii) on or before the applicable January 20th then the number determined
under clause (i) shall automatically represent the increase in Shares to the Share Limit and ISO Limit.


 


(b)
Share Accounting. This Section 5(b) describes the Share accounting process under the Plan with respect to the Share Limit
and ISO Limit.


 


	 	(i)	There
    shall be counted against the numerical limitations in Section 5(a) the gross number of Shares subject to issuance upon exercise
    or used for determining payment or settlement of Awards. The below clauses (ii), (iii), (iv), (v) and (vi) of this Section
    5(b) seek to clarify the intent of the foregoing sentence. The Shares issued (or settled) under an Award will be counted against
    the Share Limit (and ISO Limit if the Award is an ISO) at the time(s) of exercise or settlement of the Award. For avoidance
    of doubt, Shares that are withheld as payment for the Award’s Exercise Price or applicable withholding taxes shall be
    counted against the Share Limit (and ISO Limit if the Award is an ISO).
	 	 	 
	 	(ii)	Each
    Share issued (or settled) under any Award, other than Options or SARs, shall be counted against the Share Limit as one (1)
    Share. Each Share issued (or settled) pursuant to the exercise of any Option or SAR shall be counted against the Share Limit
    as one (1) Share.



 



    	 	-13-	 



     


    

  


	 	(iii)	For
    avoidance of doubt, whether or not a SAR is settled with any Shares, the gross number of Shares subject to the exercise and
    which are used for determining the benefit payable under such SAR shall be counted against the Share Limit, regardless of
    the number of Shares actually used to settle the SAR upon such exercise.
	 	 	 
	 	(iv)	For
    avoidance of doubt, to the extent an Option is exercised via a Cashless Exercise or Net Exercise or is not otherwise fully
    settled with Shares, then the gross number of Shares subject to the exercise and which are used for determining the benefit
    payable under such Option shall be counted against the Share Limit (and shall also count against the ISO Limit if the Option
    being exercised is an ISO), regardless of the number of Shares actually issued to the Participant upon such exercise.
	 	 	 
	 	(v)	If
    any portion of an Award is forfeited, terminated without consideration, or expires unexercised, (collectively, “Forfeited
    Shares”), the gross number of such Forfeited Shares shall again be available for Awards under the Plan and shall
    not be counted against the Share Limit or ISO Limit.
	 	 	 
	 	(vi)	For
    avoidance of doubt, if any Awards are settled or paid in cash in lieu of stock and/or are exchanged for other Awards (collectively,
    “Settled Shares”), the gross number of such Settled Shares shall be counted against the Share Limit (and
    ISO Limit if the Award is an ISO).


 


With
the exception of any Shares issued pursuant to Prior Plan Awards, any Substitute Awards including without limitation any Shares
that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption by
the Company of, or in substitution for, outstanding awards previously granted by another entity (as provided below) shall not
be counted toward the Share Limit or ISO Limit.


 


(c)
Substitute Awards. Substitute Awards (other than Prior Plan Awards) shall not count toward the Share Limit, nor shall Shares
subject to a Substitute Award (other than Prior Plan Awards) again be available for Awards under the Plan as provided in Section
5(b) above. Additionally, in the event that a company acquired by a Company Group member or with which a Company Group member
combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition
or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to the holders of stock of the entities party to such acquisition or combination) may be used for Awards
under the Plan and shall not count toward the Share Limit; provided that Awards using such available shares shall not be made
after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
and shall only be made to individuals who were not Employees or Board members prior to such acquisition or combination.


 


(d)
Dividend Equivalents. Any dividend equivalents distributed under the Plan in the form of Shares shall be counted against
the Share Limit (with each Share that is distributed counting as one Share against the Share Limit). Dividend equivalents will
not be paid (or accrue) on unexercised Options or unexercised SARs.


 




    	 	-14-	 



     


    

 


SECTION
6. TERMS AND CONDITIONS OF OPTIONS.


 


(a)
Award Agreement. Each Award of an Option under the Plan shall be evidenced by an Award Agreement between the Optionee and
the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms
and conditions that are not inconsistent with the Plan. The provisions of the various Award Agreements entered into under the
Plan need not be identical. The Award Agreement shall also specify whether the Option is an ISO and if not specified then the
Option shall be an NSO.


 


(b)
Number of Shares. An Award Agreement shall specify the number of Shares that are subject to the Option and shall provide
for adjustment of such number in accordance with Section 12.


 


(c)
Exercise Price. An Option’s Exercise Price shall be established by the Committee and set forth in an Award Agreement.
Except with respect to outstanding stock options being assumed or Options being granted in exchange for cancellation of options
granted by another issuer as provided under Section 6(e), the Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value (110% for 10-Percent Shareholders in the case of ISOs) of a Share on the Date of Grant of the Option.


 


(d)
Exercisability and Term. Subject to Section 3(b)(v), an Option may be exercised during the lifetime of the Participant
only by the Participant or by the guardian or legal representative of the Participant. An Award Agreement shall specify the date
when all or any installment of the Option is to become vested and/or exercisable. The Award Agreement shall also specify the term
of the Option; provided that the term of an Option shall in no event exceed ten years from its Date of Grant (and may be for a
shorter period of time than ten years). No Option can be exercised after the expiration date specified in the applicable Award
Agreement. An Award Agreement may provide for accelerated vesting in the event of the Participant’s death, or Disability
or other events. Notwithstanding anything to the contrary, an ISO that is granted to a 10-Percent Shareholder shall have a maximum
term of five years. Notwithstanding any other provision of the Plan, no Option can be exercised after the expiration date provided
in the applicable Award Agreement. An Award Agreement may permit an Optionee to exercise an Option before it is vested (an “early
exercise”), subject to the Company’s right of repurchase at the original Exercise Price (or then Fair Market Value
if lesser) of any Shares acquired under the unvested portion of the Option which right of repurchase shall lapse at the same rate
the Option would have vested had there been no early exercise. An Award Agreement may also provide that the Company may determine
to issue an equivalent value of cash in lieu of issuing some or all of the Shares that are being purchased upon an Option’s
exercise. In no event shall the Company be required to issue fractional Shares upon the exercise of an Option and the Committee
may specify a minimum number of Shares that must be purchased in any one Option exercise.


 


(e)
Modifications or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding stock options (whether granted by the Company or by another
issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise
Price. For avoidance of doubt, the Committee may not Re-Price outstanding Options. No modification of an Option shall, without
the consent of the Optionee, impair his or her rights or increase his or her obligations under such Option.


 




    	 	-15-	 



     


    

 


SECTION
7. PAYMENT FOR OPTION SHARES.


 


(a)
General Rule. The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash (or check) at
the time when such Shares are purchased by the Optionee, except as follows and if so provided for in an applicable Award Agreement:


 


	 	(i)	In
    the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable
    Award Agreement. The Award Agreement may specify that payment may be made in any form(s) described in this Section 7.
	 	 	 
	 	(ii)	In
    the case of an NSO granted under the Plan, the Committee may, in its discretion at any time, accept payment in any form(s)
    described in this Section 7.


 


(b)
Surrender of Stock. To the extent that the Committee makes this Section 7(b) applicable to an Option in an Award Agreement,
payment for all or a part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such
duration as shall be specified by the Committee (and stock attestation may be used to effect payment under this Section 7(b)).
Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.


 


(c)
Cashless Exercise. To the extent that the Committee makes this Section 7(c) applicable to an Option in an Award Agreement,
payment for all or a part of the Exercise Price may be made through Cashless Exercise.


 


(d)
Net Exercise. To the extent that the Committee makes this Section 7(d) applicable to an Option in an Award Agreement, payment
for all or a part of the Exercise Price may be made through Net Exercise.


 


(e)
Other Forms of Payment. To the extent that the Committee makes this Section 7(e) applicable to an Option in an Award Agreement,
payment may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Committee
including without limitation under a Qualified Note.


 


SECTION
8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.


 


(a)
Award Agreement. Each Award of a SAR under the Plan shall be evidenced by an Award Agreement between the Participant and
the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. An Award Agreement may provide for a maximum limit on the amount of any payout notwithstanding the
Fair Market Value on the date of exercise of the SAR. The provisions of the various Award Agreements entered into under the Plan
need not be identical. SARs may be granted in consideration of a reduction in the Participant’s other compensation.


 


(b)
Number of Shares. An Award Agreement shall specify the number of Shares to which the SAR pertains and is subject to adjustment
of such number in accordance with Section 12.


 


(c)
Exercise Price. An Award Agreement shall specify the Exercise Price. Except with respect to outstanding stock appreciation
rights being assumed or SARs being granted in exchange for cancellation of stock appreciation rights granted by another issuer
as provided under Section 8(f) or with respect to SARs that are otherwise exempt from or compliant with Code Section 409A, the
Exercise Price of a SAR shall not be less than 100% of the Fair Market Value on the Date of Grant of the SAR.


 




    	 	-16-	 



     


    

 


(d)
Exercisability and Term. Subject to Section 3(b)(v), a SAR may be exercised during the lifetime of the Participant only
by the Participant or by the guardian or legal representative of the Participant. An Award Agreement shall specify the date when
all or any installment of the SAR is to become exercisable. The Award Agreement shall also specify the term of the SAR which shall
not exceed ten years from the Date of Grant of the SAR (and may be for a shorter period of time than ten years). No SAR can be
exercised after the expiration date specified in the applicable Award Agreement. An Award Agreement may provide for accelerated
exercisability in the event of the Participant’s death, or Disability or other events and may provide for expiration prior
to the end of its term in the event of the termination of the Participant’s Service. A SAR granted under the Plan may provide
that it will be exercisable only in the event of a Change in Control.


 


(e)
Exercise of SARs. If, on the date when a SAR expires, the Exercise Price under such SAR is less than the Fair Market Value
on such date but any portion of such SAR has not been exercised or surrendered, then such SAR may automatically be deemed to be
exercised as of such date with respect to such portion to the extent so provided in the applicable Award Agreement. Upon exercise
of a SAR, the Participant (or any person having the right to exercise the SAR after Participant’s death) shall receive from
the Company (i) Shares, (ii) cash or (iii) any combination of Shares and cash, as the Committee shall determine. The amount of
cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by
which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price of the SARs.


 


(f)
Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding
SARs or may accept the cancellation of outstanding SARs (including stock appreciation rights granted by another issuer) in return
for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price. For avoidance
of doubt, the Committee may not Re-Price outstanding SARs. No modification of a SAR shall, without the consent of the Participant,
impair his or her rights or increase his or her obligations under such SAR.


 


SECTION
9. TERMS AND CONDITIONS FOR RESTRICTED STOCK GRANTS.


 


(a)
Award Agreement. Each Restricted Stock Grant awarded under the Plan shall be evidenced by an Award Agreement between the
Participant and the Company. Each Restricted Stock Grant shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions that are not inconsistent with the Plan. The provisions of the Award Agreements
entered into under the Plan need not be identical.


 


(b)
Number of Shares and Payment. An Award Agreement shall specify the number of Shares to which the Restricted Stock Grant
pertains and is subject to adjustment of such number in accordance with Section 12. Restricted Stock Grants may be issued with
or without cash consideration under the Plan.


 


(c)
Vesting Conditions. Each Restricted Stock Grant may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Award Agreement. An Award Agreement may provide for accelerated
vesting in the event of the Participant’s death, or Disability or other events.


 




    	 	-17-	 



     


    

 


(d)
Voting and Dividend Rights. The holder of a Restricted Stock Grant (irrespective of whether the Shares subject to the Restricted
Stock Grant are vested or unvested) awarded under the Plan shall have the same voting, dividend and other rights as the Company’s
other shareholders. However, any dividends received on Shares that are unvested (whether such dividends are in the form of cash
or Shares) shall be subject to the same vesting conditions and restrictions as the Restricted Stock Grant with respect to which
the dividends were paid. Such additional Shares issued as dividends that are subject to the Restricted Stock Grant shall count
toward the Share Limit (with each Share that is distributed as a dividend counting as one Share against the Share Limit).


 


(e)
Modification or Assumption of Restricted Stock Grants. Within the limitations of the Plan, the Committee may modify or
assume outstanding Restricted Stock Grants or may accept the cancellation of outstanding Restricted Stock Grants (including stock
granted by another issuer) in return for the grant of new Restricted Stock Grants for the same or a different number of Shares.
No modification of a Restricted Stock Grant shall, without the consent of the Participant, impair his or her rights or increase
his or her obligations under such Restricted Stock Grant.


 


SECTION
10. TERMS AND CONDITIONS OF STOCK UNITS.


 


(a)
Award Agreement. Each grant of Stock Units under the Plan shall be evidenced by an Award Agreement between the Participant
and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that
are not inconsistent with the Plan. The provisions of the various Award Agreements entered into under the Plan need not be identical.
Stock Units may be granted in consideration of a reduction in the Participant’s other compensation.


 


(b)
Number of Shares and Payment. An Award Agreement shall specify the number of Shares to which the Stock Unit Award pertains
and is subject to adjustment of such number in accordance with Section 12. To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.


 


(c)
Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Award Agreement. An Award Agreement may provide for accelerated
vesting in the event of the Participant’s death, or Disability or other events.


 


(d)
Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture,
any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents.
Such right entitles the holder to be credited with an amount equal to all cash or stock dividends paid on one Share while the
Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents
may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to vesting of the Stock Units, any
dividend equivalents accrued on such unvested Stock Units shall be subject to the same vesting conditions and restrictions as
the Stock Units to which they attach.


 


(e)
Modification or Assumption of Stock Units. Within the limitations of the Plan, the Committee may modify or assume outstanding
Stock Units or may accept the cancellation of outstanding Stock Units (including stock units granted by another issuer) in return
for the grant of new Stock Units for the same or a different number of Shares. No modification of a Stock Unit shall, without
the consent of the Participant, impair his or her rights or increase his or her obligations under such Stock Unit.


 




    	 	-18-	 



     


    

 


(f)
Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares
or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be
larger or smaller than the number included in the original Award. Methods of converting Stock Units into cash may include (without
limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Except as otherwise provided
in an Award Agreement or a timely completed deferral election, vested Stock Units shall be settled within thirty days after vesting.
The Award Agreement may provide that distribution may occur or commence when all vesting conditions applicable to the Stock Units
have been satisfied or have lapsed, or it may be deferred, in accordance with applicable law, to a later specified date. The amount
of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 12.


 


(g)
Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company.
Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable
Award Agreement.


 


SECTION
11. OTHER AWARDS.


 


The
Committee may in its discretion issue Other Equity Awards to Selected Service Providers. The terms and conditions of any such
Awards shall be evidenced by an Award Agreement between the Participant and the Company. Settlement of Other Equity Awards may
be in the form of Shares and/or cash as determined by the Committee.


 


SECTION
12. ADJUSTMENTS.


 


(a)
Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a
declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the value of Shares,
a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a
stock split, a reverse stock split, a reclassification or other distribution of the Shares without the receipt of consideration
by the Company, of or on the Shares, a recapitalization, a combination, a spin-off or a similar occurrence, the Committee shall
make equitable and proportionate adjustments, taking into consideration the accounting and tax consequences, to:


 


(1)
the Share Limit and ISO Limit and the various Share numbers referenced in Section 5(a);


 


(2)
the number and kind of securities available for Awards (and which can be issued as ISOs) under Section 5;


 


(3)
the number and kind of securities covered by each outstanding Award;


 


(4)
the Exercise Price under each outstanding Option and SAR; and


 


(5)
the number and kind of outstanding securities issued under the Plan.


 




    	 	-19-	 



     


    

 


(b)
Participant Rights. Except as provided in this Section 12, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of
any class. If by reason of an adjustment pursuant to this Section 12, a Participant’s Award covers additional or different
shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all
of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such
adjustment.


 


(c)
Fractional Shares. Any adjustment of Shares pursuant to this Section 12 shall be rounded down to the nearest whole number
of Shares. Under no circumstances shall the Company be required to authorize or issue fractional shares. To the extent permitted
by applicable law, no consideration shall be provided as a result of any fractional shares not being issued or authorized.


 


SECTION
13. EFFECT OF A CHANGE IN CONTROL.


 


(a)
Merger or Reorganization. In the event that there is a Change in Control and/or the Company is a party to a merger or acquisition
or reorganization or similar transaction, outstanding Awards shall be subject to the merger agreement or other applicable transaction
agreement. Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction, for
the assumption (or substitution) of outstanding Awards by the surviving entity or its parent, for their continuation by the Company
(if the Company is a surviving corporation), for accelerated vesting, or for their cancellation either with or without consideration,
in all cases without the consent of the Participant and outstanding Awards do not have to all be uniformly treated the same way.


 


(b)
Acceleration of Vesting. Except as otherwise provided in the applicable Award Agreement (and in such case the applicable
Award Agreement shall govern), in the event that a Change in Control occurs and there is no assumption, substitution or continuation
of Awards pursuant to Section 13(a), the Committee in its discretion may provide that some or all Awards shall vest and become
exercisable as of immediately before such Change in Control. The Committee may also in its discretion include in an Award Agreement
that accelerated vesting of an Award will be provided if the Participant’s Service is terminated without Cause by the Company
(or its acquirer) within a specified period of time on or after a Change in Control. For avoidance of doubt, “substitution”
includes, without limitation, an Award being replaced by a cash award that provides an equivalent intrinsic value (wherein intrinsic
value equals the difference between the market value of a share and any exercise price). The Committee may also in its discretion
include in an Award Agreement a requirement that, under certain circumstances, acceleration of vesting (or compensation payable)
with respect to such Award shall be reduced (or eliminated) to the extent that such reduction (or elimination) would, after taking
into account any other payments in the nature of compensation to which the Participant would have a right to receive from the
Company and any other person contingent upon the occurrence of a Change in Control, prevent the occurrence of a “parachute
payment” as defined under Code Section 280G.


 


SECTION
14. LIMITATIONS ON RIGHTS.


 


(a)
Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right
to remain in Service as an Employee, Consultant, or Non-Employee Director or to receive any other Awards under the Plan. The Company
Group reserves the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the
Company’s Memorandum of Association and Bye-laws and a written employment agreement (if any).


 




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


 


(c)
Dissolution. To the extent not previously exercised or settled, Options, SARs, unvested Stock Units and unvested Restricted
Stock Grants shall terminate immediately prior to the dissolution or liquidation of the Company and shall be forfeited to the
Company (except for repayment of any amounts a Participant had paid to the Company to acquire unvested Shares underlying the forfeited
Awards).


 


(d)
Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made
pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination
indemnity or severance pay law of any state. Furthermore, such benefits shall not be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan or similar arrangement provided by the Company Group unless expressly
so provided by such other plan or arrangement, or except where the Committee expressly determines that inclusion of an Award or
portion of an Award should be included. Awards under the Plan may be made in combination with or in addition to, or as alternatives
to, grants, awards or payments under any other Company Group plans. The Company Group may adopt such other compensation programs
and additional compensation arrangements (in addition to this Plan) as it deems necessary to attract, retain, and motivate officers,
directors, employees or independent contractors for their service with the Company Group.


 


(e)
Clawback Policy. The Company may (i) cause the cancellation of any Award, (ii) require reimbursement of any Award by a
Participant and (iii) effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise
in accordance with Company policies as may be adopted and/or modified from time to time by the Company and/or applicable law (each,
a “Clawback Policy”). In addition, a Participant may be required to repay to the Company certain previously
paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance with the Clawback Policy.
By accepting an Award, a Participant is also agreeing to be bound by the Company’s Clawback Policy which may be amended
from time to time by the Company in its discretion (including without limitation to comply with applicable laws or stock exchange
requirements) and is further agreeing that all of the Participant’s Awards (and/or awards issued under a Prior Plan or Substitute
Awards) may be unilaterally amended by the Company to the extent needed to comply with the Clawback Policy.


 


SECTION
15. TAXES.


 


(a)
General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax
obligations (including without limitation federal, state, local and foreign taxes) that arise in connection with his or her Award.
The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied
and the Company shall, to the maximum extent permitted by law, have the right to deduct any such taxes from any payment of any
kind otherwise due to the Participant.


 




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(b)
Share Withholding. The Committee in its discretion may permit or require a Participant to satisfy all or part of his or
her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be
issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired (or by stock attestation).
Such Shares shall be valued based on the value of the actual trade or, if there is none, the Fair Market Value as of the previous
day. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any
restrictions required by rules of the SEC. The Committee may also, in its discretion, permit or require a Participant to satisfy
withholding tax obligations related to an Award through a sale of Shares underlying the Award or, in the case of Options, through
Net Exercise or Cashless Exercise. The number of Shares that are withheld from an Award pursuant to this section may also be limited
by the Committee, to the extent necessary, to avoid liability-classification of the Award (or other adverse accounting treatment)
under applicable financial accounting rules including without limitation by requiring that no amount may be withheld which is
in excess of maximum statutory withholding rates. The Committee, in its discretion, may permit or require other forms of payment
of applicable tax withholding.


 


SECTION
16. DURATION AND AMENDMENTS.


 


(a)
Term of the Plan and Effect on Prior Plans. The Plan is effective upon the Adoption Date and may be terminated by the Board
on any date pursuant to Section 16(b). No Awards may be granted after the earlier of (i) the Board’s termination of the
Plan under Section 16(b) or (ii) the day before the tenth anniversary of the Adoption Date or (iii) the first anniversary of the
Adoption Date if the Company shareholders have not yet approved the Plan. This Plan, and its effectiveness, is subject to and
conditioned upon its timely approval by Company shareholders. No Options or SARs may be exercised and no Shares may be issued
under any Award until on or after the Shareholder Approval Date. If the Shareholder Approval Date has not occurred before the
first anniversary of the Adoption Date, then this Plan shall then terminate, the Prior Plans shall continue to remain in full
force and effect and shall continue to govern all Prior Plan Awards, and all Awards granted under this Plan shall then be forfeited
without consideration. No further awards may be granted under the Prior Plans after the Shareholder Approval Date.


 


(b)
Right to Amend or Terminate the Plan. The Board may amend or terminate the Plan at any time and for any reason. An amendment
of the Plan shall be subject to the approval of the Company’s shareholders only to the extent required by applicable laws,
regulations or rules. In addition, no such amendment or termination shall be made which would impair the rights of any Participant,
without such Participant’s written consent, under any then-outstanding Award, provided that no such Participant consent
shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment
or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to any
law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish
the benefits provided under such Award, or that any such diminishment has been adequately compensated. Notwithstanding the above,
the Board may amend the Plan to take into account changes in applicable securities laws, federal income tax laws and other applicable
laws. Further, should the provisions of Rule 16b-3, or any successor rule, under the Exchange Act be amended, the Board may amend
the Plan in accordance with any modifications to that rule without the need for shareholder approval. In the event of any conflict
in terms between the Plan and any Award Agreement, the terms of the Plan shall prevail and govern.


 




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SECTION
17. EXECUTION.


 


To
record the approval of this Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf
of the Company.


 


	 	GAN
    Limited
	 	 	 
	 	By:	           
	 	Title:	 


 




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