Exhibit
10.1


 


EXACTUS,
INC.


 


2021
EQUITY INCENTIVE PLAN


 


1.
Purpose of the Plan.


 


This
2021 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors,
officers, consultants, advisors and employees to Exactus, Inc., a Nevada corporation (the “Company”), and any Subsidiary
of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries.


 


It
is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning of
Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall be
nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter
referred to collectively as “Options.”


 


The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of
Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to the limitation
on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to those Options for which qualification for
such exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted
consistent with the Company’s intent as stated in this Section 1.


 


2.
Administration of the Plan.


 


The
Board of Directors of the Company (the “Board”) shall appoint and maintain as administrator of the Plan a Committee
(the “Committee”) consisting of two or more directors who are (i) “Independent Directors” (as such term
is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3)
and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which shall serve at the pleasure
of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority to designate recipients of Options,
restricted stock (“Restricted Stock”), preferred stock which may or may not be convertible (“Preferred Stock”),
restricted share units (“RSUs”), and warrants which may qualify as Incentive Warrants or Non-Qualified Warrants (as
such terms are defined herein, collectively, “Warrants”), and to determine the terms and conditions of the respective
agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. The Committee
shall have the authority, without limitation, to designate which Options granted under the Plan shall be Incentive Options and which
shall be Nonqualified Options. To the extent any Option does not qualify as an Incentive Option, it shall constitute a separate Nonqualified
Option.


 


In
lieu of grants of Options and Restricted Stock, the Committee has the full power to and authority under the Plan to designate Participants
to receive shares of the Company’s Preferred Stock. Further, to the extent that the Committee shall determine that the issuance
of Options, Restricted Stock, RSUs or Warrants to a Participant (as defined below) could cause the beneficial ownership by such Participant
or its affiliates to exceed more than 9.99% of the total outstanding shares of Common Stock of the Company upon the exercise of the Option
or Warrant or the vesting of the Restricted Stock or RSU, as applicable, the Committee shall also have the full power and authority under
the Plan to designate Participants to receive shares of the Company’s preferred stock in either a series of preferred that has
already been authorized and designated by the Board or in a new series of preferred that shall be authorized and designated by the Board
in accordance with the Company’s Amended and Restated Articles of Incorporation. The Committee shall determine the terms and conditions
of the issuance of any Preferred Stock issued pursuant to the Plan (which terms and conditions may include standard equity blockers,
conditions to issuance and the conversion price of the Preferred Stock) and any related agreements (which need not be identical) with
respect to the issuance of the Preferred Stock and to interpret the provisions and supervise the administration of the Plan with respect
to the issuance of any Preferred Stock.


 


Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all Options, Restricted Stock, RSUs, Preferred Stock and Warrants
(collectively, the “Securities”) granted under the Plan, shall make such rules as it deems necessary for the proper
administration of the Plan, shall make all other determinations necessary or advisable for the administration of the Plan and shall correct
any defects or supply any omission or reconcile any inconsistency in the Plan or in any Securities granted under the Plan in the manner
and to the extent that the Committee deems desirable to carry into effect the Plan or any Securities. The act or determination of a majority
of the Committee shall be the act or determination of the Committee and any decision reduced to writing and signed by all of the members
of the Committee shall be fully effective as if it had been made by a majority of the Committee at a meeting duly held for such purpose.
Subject to the provisions of the Plan, any action taken or determination made by the Committee pursuant to this and the other Sections
of the Plan shall be conclusive on all parties.


 


In
the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board otherwise
determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in
the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved
or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however, that grants to the Company’s
Chief Executive Officer or to any of the Company’s other four most highly compensated officers that are intended to qualify as
performance-based compensation under Section 162(m) of the Code may only be granted by the Committee.


 






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3.
Designation of Optionees and Grantees.


 


The
persons eligible for participation in the Plan as recipients of Options (the “Optionees”), Restricted Stock, Preferred
Stock, RSUs or Warrants (the “Grantees” and together with Optionees, the “Participants”) shall
include directors, officers and employees of, and consultants and advisors to, the Company or any Subsidiary; provided that Incentive
Options may only be granted to employees of the Company and any Subsidiary. In selecting Participants, and in determining the number
of shares to be covered by each Option or Warrant or award of Restricted Stock, Preferred Stock or RSU granted to Participants, the Committee
may consider any factors it deems relevant, including, without limitation, the office or position held by the Participant or the Participant’s
relationship to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the Company
or any Subsidiary, the Participant’s length of service, promotions and potential. A Participant who has been granted an Option,
Restricted Stock, Preferred Stock, RSU or Warrant, hereunder, may be granted additional Options, Restricted Stock, Preferred Stock, RSUs
or Warrants, if the Committee shall so determine.


 


4.
Stock Reserved for the Plan.


 


Subject
to adjustment as provided in Section 8 hereof, a total of 113,383,460 shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) (prior giving effect to a 1:28 reverse split of Common Stock outstanding as of June 30,
2021), shall be subject to the Plan. The shares of Common Stock subject to the Plan shall consist of unissued shares, treasury shares
or previously issued shares held by any Subsidiary of the Company, and such number of shares of Common Stock shall be and is hereby reserved
for such purpose. Any of such shares of Common Stock that may remain unissued and that are not subject to outstanding Options, Preferred
Stock or Warrants at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination
of the Plan, the Company shall at all times reserve a sufficient number of shares of Common Stock to meet the requirements of the Plan.
Should any Securities expire or be canceled prior to its exercise, satisfaction of conditions or vesting in full, as applicable, or should
the number of shares of Common Stock to be delivered upon the exercise or vesting in full of an Option or Warrant or award of Restricted
Stock or RSU or conversion of Preferred Stock be reduced for any reason, the shares of Common Stock theretofore subject to such Option,
Warrant, Restricted Stock, RSU or Preferred Stock, as applicable, may be subject to future Options, Warrants, Restricted Stock, RSUs
or Preferred Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where
qualification as performance-based compensation under Section 162(m) of the Code is intended.


 


5A.
Terms and Conditions of Options.


 


Options
granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Option Price. The purchase price of each share of Common Stock purchasable under an Incentive Option shall be determined by the
Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Common Stock
on the date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be at least 110% of the Fair Market
Value per share of Common Stock on the date of grant. The purchase price of each share of Common Stock purchasable under a Nonqualified
Option shall not be less than 100% of the Fair Market Value of such share of Common Stock on the date the Option is granted. The exercise
price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market Value” means the
closing price on the final trading day immediately prior to the grant date of the Common Stock on the NASDAQ Capital Market LLC or other
principal securities exchange or OTC Bulletin Board on which shares of Common Stock are listed (if the shares of Common Stock are so
listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded shares of Common Stock in the over
the counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service
selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. Anything in this Section
5A(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Common Stock be less than the minimum price
permitted under the rules and policies of any national securities exchange on which the shares of Common Stock are listed.


 


(b)
Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after
the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option
is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date such Incentive
Option is granted.


 






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(c)
Exercisability. Subject to Section 5A(j) hereof, Options shall be exercisable at such time or times and subject to such terms
and conditions as shall be determined by the Committee at the time of grant; provided, however, that in the absence of
any Option vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third
of the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant; and provided
further that no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the Exchange Act, and
related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided under Rule 16b-3(d)(3).


 


Upon
the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability
of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee
may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number
of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Common Stock subject
to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over
the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property,
if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.


 


For
purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change in
Control shall be deemed to have occurred if:


 


(i)
a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the
commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;


 


(ii)
the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50%
of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of
the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries, and
their affiliates;


 


(iii)
the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result
of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately
prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates; or


 


(iv)
a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the
first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and their affiliates.


 


Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.


 


For
purposes of this Section 5A(c), ownership of voting securities shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided,
however, that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities
pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company.


 






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(d)
Method of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the option
period, by giving written notice to the Company specifying the number of shares of Common Stock to be purchased, accompanied by payment
in full of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by
the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i)
in the form of Common Stock owned by the Optionee (based on the Fair Market Value of the Common Stock which is not the subject of any
pledge or security interest, (ii) in the form of shares of Common Stock or Preferred Stock withheld by the Company from the shares of
Common Stock otherwise to be received with such withheld shares of Common Stock having a Fair Market Value equal to the exercise price
of the Option, or (iii) by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in
Section 5A(a), provided that the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered
to the Company is at least equal to such exercise price and except with respect to (ii) above, such method of payment will not cause
a disqualifying disposition of all or a portion of the Common Stock received upon exercise of an Incentive Option. An Optionee shall
have the right to dividends and other rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option
at such time as the Optionee (i) has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such
conditions that may be imposed by the Company with respect to the withholding of taxes.


  


(e)
Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its
sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the
Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as
the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under
the Plan, whichever period is shorter.


 


(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable
at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability” shall
mean an Optionee’s total and permanent disability; provided, that if Disability is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in such
employment agreement


 


(h)
Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option
held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable
at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.


 






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For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan,
age 55.


 


(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement
or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on
the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination
(or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term,
which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service
for purposes of the Plan.


  


(i)
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for “cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes hereof,
unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause” shall exist upon
a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented by counsel and given
an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to the interests of the Company
or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of willful and material embezzlement or
fraud against the Company or of a felony under any state or federal statute; provided, however, that it is specifically
understood that “Cause” shall not include any act of commission or omission in the good-faith exercise of such Optionee’s
business judgment as a director, officer or employee of the Company, as the case may be, or upon the advice of counsel to the Company.
Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with
respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.


 


(ii)
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised by the
Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option
may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later,
such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its
terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee
dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 5A(f) shall control. For purposes
of this Section 5A(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason
shall exist upon the occurrence of the following:


 


	 	(A)	the
    assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;



 






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	 	(B)	a
    Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with
    the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including
    any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and
	 	 	 
	 	(C)	the
    failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to
    such failure.


 


Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Common Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan
(and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


5B.
Terms and Conditions of Warrants.


 


Warrants
may be issued under the Plan in the form of (a) warrants which qualify as Incentive Options (“Incentive Warrants”)
or (b) warrants that do not qualify as incentive stock options (“Non-Qualified Warrants”). Warrants issued under the
Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Committee shall deem desirable:


 








(a)
Warrant Grants. The Committee may grant Warrants to purchase shares of Common Stock from the Company, to such key persons, and
in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee shall determine,
subject to the provisions of the Plan. The term “Incentive Warrant” means a Warrant that is intended to qualify for special
federal income tax treatment pursuant to Sections 421 and 422 of the Code as now constituted or subsequently amended, or pursuant to
a successor provision of the Code, and which is so designated in the applicable Award Agreement. Any Warrant that is not specifically
designated as an Incentive Warrant shall under no circumstances be considered an Incentive Warrant. Any Warrant that is not an Incentive
Warrant is referred to herein as a “Non-Qualified Warrant.” The Committee may grant Incentive Warrants only to employees,
and any grants of Warrants to any other key persons shall only be Non-Qualified Warrants.


 


(b)
Warrant Exercise Price. Each Award Agreement with respect to a Warrant shall set forth the amount (the “Warrant Exercise
Price”) payable by the Grantee to the Company upon exercise of the Warrant evidenced thereby. The Warrant Exercise Price per
share shall be determined by the Committee; provided, however, that with respect to an Grantee who, at the time an Incentive
Warrant is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be at least 110% of the Fair Market
Value per share of Common Stock on the date of issuance. The purchase price of each share of Common Stock purchasable under a Non-Qualified
Warrant shall not be less than 100% of the Fair Market Value of such share of Common Stock on the date such Warrant is issued. The exercise
price for each Warrant shall be subject to adjustment as provided in Section 8 below.


 


(c)
Term. Subject to Section 5B(i) hereof, the term of each Warrant shall be fixed by the Committee, but no Warrant shall be exercisable
more than ten (10) years after the date such Warrant is issued.


 


(d)
Exercisability. Subject to Section 5B(i) hereof, Warrants shall be exercisable at such time or times and subject to such terms
and conditions as shall be determined by the Committee at the time of issuance; provided, however, that in the absence
of any Warrant vesting periods designated by the Committee at the time of issuance, Warrants shall vest and become exercisable as to
one-third of the total number of shares subject to the Warrant on each of the first, second and third anniversaries of the date of issuance;
and, provided further, that no Warrants shall be exercisable until such time as any vesting limitation required by Section 16 of the
Exchange Act, and related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided
under Rule 16b-3(d)(3).


 






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Upon
the occurrence of a “Change in Control” (as defined in Section 5A(c) hereof), the Committee may accelerate the vesting and
exercisability of outstanding Warrants, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion,
the Committee may also determine that, upon the occurrence of a Change in Control, each outstanding Warrant shall terminate within a
specified number of days after notice to the Grantee thereunder, and each such Grantee shall receive, with respect to each share of Common
Stock subject to such Warrant, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change
in Control over the exercise price per share of such Warrant; such amount shall be payable in cash, in one or more kinds of property
(including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.


 


For
purposes of this Section 5B(d), ownership of voting securities shall consider and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
shall have the meaning given in Section 5A(c) hereof.


 


(e)
Method of Exercise. Warrants to the extent then exercisable may be exercised in whole or in part from time to time as to all or
part of the shares as to which such award is then exercisable, by giving written notice to the Company specifying the number of shares
of Common Stock to be purchased, accompanied by payment in full of the purchase price, in cash, or by check or such other instrument
as may be acceptable to the Committee. As determined by the Committee, in its sole discretion, at or after issuance, payment in full
or in part may be made at the election of the Grantee (i) in the form of Common Stock owned by the Grantee (based on the Fair Market
Value of the Common Stock which is not the subject of any pledge or security interest), (ii) in the form of shares of Common Stock or
Preferred Stock withheld by the Company from the shares of Common Stock otherwise to be received with such withheld shares of Common
Stock having a Fair Market Value equal to the Warrant Exercise Price of the Warrant, or (iii) by a combination of the foregoing, such
Fair Market Value determined by applying the principles set forth in Section 5B(b), provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise price and except
with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all or a portion of the Common Stock
received upon exercise of an Incentive Warrant. A Grantee shall have the right to dividends and other rights of a stockholder with respect
to shares of Common Stock purchased upon exercise of a Warrant at such time as the Grantee (i) has given written notice of exercise and
has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed by the Company with respect to the withholding
of taxes.


 


(f)
Non-transferability of Warrants. Warrants are not transferable and may be exercised solely by the Grantee during his lifetime
or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in
its sole discretion, may permit a transfer of a Non-Qualified Warrant to (i) a trust for the benefit of the Grantee, (ii) a member of
the Grantee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt
to transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Warrant contrary
to the provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(g)
Termination. Unless otherwise determined by the Committee at or after issuance, Warrants
issued to the Grantee that have not vested shall be forfeited upon termination of the Grantee in accordance with Section 5A(f),
(g), (h) and (i), as applicable. The Committee may provide (on or after issuance) that restrictions or forfeiture conditions relating
to the Warrants will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may
in other cases waive in whole or in part restrictions or forfeiture conditions relating to the Warrants.


 






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(h)
Special Rules for Incentive Warrants. No Warrant that remains exercisable for more than three months following a Grantee’s
termination of employment for any reason other than death (including death within three months after termination of employment or within
one year after a termination of employment due to disability) or disability, or for more than one year following a Grantee’s termination
of employment as the result of his becoming disabled, may be treated as an Incentive Warrant.


 


(i)
Limitations of Incentive Warrants.


 


(i)
Exercisability Limitation. The aggregate Fair Market Value, determined as of the date the Incentive Warrant is issued, of Common
Stock for which Incentive Warrants are exercisable for the first time by any Grantee during any calendar year under the Plan (and/or
any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


(ii)
10% Owners. Notwithstanding the provisions of this Section 5B(d), an Incentive Warrant may not be issued under the Plan to an
individual who, at the time the Warrant is issued, owns stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or its Subsidiary (as such ownership may be determined for purposes of Section 422(b) (6) of the Code), unless
(i) at the time such Incentive Warrant is issued the Warrant Exercise Price is at least 110% of the Fair Market Value of the shares subject
thereto and (ii) the Incentive Warrant by its terms is not exercisable after the expiration of five (5) years from the date it is issuance.


 


6A.
Terms and Conditions of Restricted Stock.


 


Restricted
Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions
and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted Stock
upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


  


(a)
Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within
the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check
or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided
for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and
forfeiture restrictions described in Section 6(d) below.


 


(b)
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of
Common Stock associated with the award promptly after the Grantee accepts such award.


 


(c)
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock
shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted
Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such
shares of Restricted Stock.


 


(e)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5A(c), the Committee may accelerate the vesting
of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.


 


(f)
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to
be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him
which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The
Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will be waived
in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole
or in part restrictions or forfeiture conditions relating to Restricted Stock.


 






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6B.
Terms and Conditions of Preferred Stock.


 


In
lieu of grants of Options, Warrants, Restricted Stock and RSUs, to the extent that the Committee shall determine that the issuance of
Options, Warrants, Restricted Stock or RSUs to a Participant could cause the beneficial ownership by such Participant or its affiliates
to exceed more than 9.99% of the total outstanding shares of Common Stock of the Company upon the exercise of the Option or Warrant or
the vesting of the Restricted Stock or RSU, as applicable, Preferred Stock may be granted under this Plan aside from, or in association
with, any other award and shall be subject to the following conditions and shall contain such additional terms and conditions (including
provisions relating to the acceleration of vesting of Restricted Stock or RSU upon a Change of Control), not inconsistent with the terms
of the Plan, as the Committee shall deem desirable:


 


(a)
Grantee rights. A Grantee shall have no rights to an award of Preferred Stock unless and until all of the following conditions
have been met (A) the Committee designates an award of Preferred Stock in a series of Preferred Stock that has already been authorized
and designated the Board, the Board passes a resolution authorizing and designating a new series of Preferred Stock on the terms and
conditions determined by the Committee, (B) if applicable, the Company files a Certificate of Designation with the Secretary of State
of the State of Nevada that sets forth the rights, preferences and other terms of any newly authorized and designated series of the Preferred
Stock, and (C) Grantee accepts the award within the period prescribed by the Committee and, if the Committee shall deem desirable, executes
an agreement that sets forth the terms and conditions of the issuance of the award of Preferred Stock as may be acceptable to the Committee.
After acceptance and issuance of a certificate or certificates, as provided for below, the Grantee shall have the rights set forth in
the applicable Certificate of Designation and any related agreement with respect to the Preferred Stock award. The Preferred Stock shall
also be subject to the non-transferability and forfeiture restrictions described in Section 6B(d) below.


  


(b)
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of
Preferred Stock associated with the award promptly after the Grantee accepts such award. The Company shall issue in the Grantee’s
name a certificate or certificates for the shares of Common Stock underlying the Preferred Stock associated with the award promptly after
the Grantee converts the Preferred Stock in accordance with the terms and conditions set forth in the applicable Certificate of Designation
and related agreement, if any.


 


(c)
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Preferred Stock
and/or the underlying Common Stock issuable upon the conversion of the Preferred Stock shall not be delivered to the Grantee until such
shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)
Forfeitability, Non-transferability of Preferred Stock. Shares of Preferred Stock and any underlying shares of Common Stock issuable
upon the conversion of the Preferred Stock are forfeitable until the terms of the Preferred Stock grant have been satisfied. Shares of
Preferred Stock and any underlying shares of Common Stock issuable upon the conversion of the Preferred Stock are not transferable until
the date on which the Committee has specified such have lapsed. Unless otherwise provided by the Committee at or after grant, distributions
in the form of dividends or otherwise of additional shares or property in respect of shares of Preferred Stock if the applicable Certificate
of Designation provides for such distributions, shall be subject to the same restrictions as such shares of Preferred Stock.


 


(e)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5A(c), the Committee may waive any conditions
and/or restrictions to the issuance of any contingent award of Preferred Stock, in whole or in part, as determined by the Committee,
in its sole discretion.


 


(f)
Termination of Employment or Consulting Agreement. Unless otherwise determined by the Committee at or after grant, in the event
the Grantee ceases to be, as applicable, an employee, a consultant or otherwise associated with the Company for any other reason, all
shares of Preferred Stock theretofore awarded to him which are still subject to restrictions shall be forfeited and the Company shall
have the right to complete the blank stock power. The Committee may provide (on or after grant) that restrictions or forfeiture conditions
relating to shares of Preferred Stock will be waived in whole or in part in the event of termination resulting from specified causes,
and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating to Preferred Stock.


 




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(g)
Maximum Percentage. Notwithstanding anything to the contrary set forth herein, the Company shall not affect any conversion
of Preferred Stock issued under the Plan, and no Participant shall have the right to convert any Preferred Stock, to the extent that
after giving effect to such conversion, the beneficial owner of such shares (together with such Participant’s affiliates) would
have acquired, through conversion of such Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that
exceeds 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving
effect to such conversion. The Company shall not give effect to any voting rights of such Preferred Stock, and any Participant shall
not have the right to exercise voting rights with respect to any Preferred Stock pursuant hereto, to the extent that giving effect to
such voting rights would result in such Participant (together with its affiliates) being deemed to beneficially own in excess of the
Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such
exercise as being equivalent to conversion. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by
a Participant and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with
respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would
be issuable upon (A) conversion of the remaining, nonconverted shares of Preferred Stock beneficially owned by such Participant or any
of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in
this Section 6B(g) beneficially owned by such Participant or any of its affiliates. Except as set forth in the preceding sentence, for
purposes of this Section 6B(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended. For purposes of this Section 6B(g), in determining the number of outstanding shares of Common Stock, a Participant
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q,
or Form 8-K, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or its
transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of
any Participant, the Company shall within one (1) business day following the receipt of such notice, confirm orally and in writing to
any such Participant the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Preferred Stock, by
such Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the Participant may from time to time increase or decrease the Maximum Percentage to any other percentage not
in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder providing such
written notice and not to any other Holder. In the event that the Company cannot pay any portion of any dividend, distribution, grant
or issuance hereunder to a Participant solely by reason of this Section 6B(g) (such shares, the “Limited Shares”),
notwithstanding anything to the contrary contained herein, the Company shall not be required to pay cash in lieu of the payment that
otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such Holder until such
time, if ever, that the delivery of such Limited Shares shall not cause the Participant to exceed the Maximum Percentage, at which time
such Participant shall be delivered such Limited Shares to the extent as if there had been no such limitation. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6B(g) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. 


 




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6C.
Terms and Conditions of Restricted Stock Units.


 


Restricted
Stock Units, or RSUs, may be granted under this Plan aside from, or in association with, any other award and shall be subject to the
following conditions and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting
of RSUs upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)
Grantee rights. A Grantee shall have no rights to an award of RSUs unless and until Grantee accepts the award within the period
prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other
instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below,
the Grantee shall have the rights of a stockholder with respect to the RSUs subject to the non-transferability and forfeiture restrictions
described in Section 6C(d) below.


 


(b)
Vesting. At the time of the grant of RSUs, the Committee may place restrictions on RSUs
that shall lapse, in whole or in part, upon the passage of time. Unless otherwise provided in an Award Agreement, upon the vesting of
a RSU, there shall be delivered to the Grantee, within 30 days of the date on which such Award (or any portion thereof) vests, the number
of shares of common stock equal to the number of RSUs becoming so vested.


 


(c)
Non-transferability of RSUs. Prior to the time that shares of common stock underlying RSUs
have been delivered to the Grantee, RSUs are not transferable and may be exercised solely by the Grantee during his lifetime or
after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its
sole discretion, may permit a transfer of an RSU to (i) a trust for the benefit of the Grantee, (ii) a member of the Grantee’s
immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer, assign,
pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any RSU contrary to the provisions hereof
shall be void and ineffective and shall give no right to the purported transferee.


 


(d)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5A(c), the Committee may accelerate the vesting
of outstanding RSUs, in whole or in part, as determined by the Committee, in its sole discretion.


 


(e)
Dividend Equivalents. To the extent provided in an Award Agreement, and subject to the requirements of Section 409A of the Code,
an award of RSUs may provide the Grantee with the right to receive dividend equivalent payments with respect to common stock subject
to such award, which payments may be settled in cash or common stock, as determined by the Committee. Any such settlements and any crediting
of dividend equivalents may, at the time of grant of the RSU, be made subject to the transfer restrictions, forfeiture risks, vesting
and conditions of the RSUs and subject to such other conditions, restrictions and contingencies as the Committee shall establish at the
time of grant of the RSU, including the reinvestment of such credited amounts in common stock equivalents, provided that all such conditions,
restrictions and contingencies shall comply with the requirements of Section 409A of the Code.


 


(f)
Termination. Unless otherwise determined by the Committee at or after grant, RSUs awarded
to the Grantee that have not vested shall be forfeited upon termination of the Grantee in accordance with Section 5A(f), (g),
(h) and (i), as applicable. The Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to the
RSUs will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to the RSUs.


 


7.
Term of Plan.


 


No
Securities shall be granted pursuant to the Plan on or after the date which is ten years from the effective date of the Plan, but Options
and Warrants and awards of Restricted Stock and/or Preferred Stock and/or RSUs theretofore granted may extend beyond that date.


 


8.
Capital Change of the Company.


 


In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting
the Common Stock of the Company, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved
for issuance under the Plan and (A) in the number and price of shares subject to outstanding Options or Warrants granted or issued under
the Plan, to the end that after such event each Optionee’s or Grantee’s proportionate interest shall be maintained (to the
extent possible) as immediately before the occurrence of such event and (B) in the number and conversion price of shares subject to outstanding
Preferred Stock granted under the Plan, to the end that after such event each Participant’s (who has received a grant of Preferred
Stock) proportionate interest shall be maintained (to the extent possible) as immediately before the occurrence of such event. The Committee
shall, to the extent feasible, make such other adjustments as may be required under the tax laws so that any Incentive Options or Incentive
Warrants previously granted or issued shall not be deemed modified within the meaning of Section 424(h) of the Code. Appropriate adjustments
shall also be made in the case of outstanding Restricted Stock or RSUs granted under the Plan.


 






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The
adjustments described above will be made only to the extent consistent with continued qualification of the Option or Warrant under Section
422 of the Code (in the case of an Incentive Option or Incentive Warrant) and Section 409A of the Code.


 


9.
Purchase for Investment/Conditions.


 


Unless
the Securities, and shares of Common Stock underlying such Securities, covered by the Plan have been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or the Company has determined that such registration is unnecessary,
each person exercising or receiving Securities under the Plan may be required by the Company to give a representation in writing that
he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the distribution
of any part thereof. The Committee may impose any additional or further restrictions on awards of Securities as shall be determined by
the Committee at the time of award.


 


10.
Taxes.


 


(a)
The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Securities granted
under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.


 


(b)
If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall
notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).


 


(c)
If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Option or Incentive
Warrant under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee
shall notify the Company of such disposition within ten (10) days hereof.


 


11.
Effective Date of Plan.


 


The
Plan shall be effective on May 24, 2021; provided, however, that the Plan must subsequently be approved by majority vote of the Company’s
shareholders in accordance with the rules and regulations of the NASDAQ Stock Market LLC no later than May 23, 2022.


 


12.
Amendment and Termination.


 


The
Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under Securities theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without
the approval of the shareholders of the Company would:


 


(a)
materially increase the number of shares that may be issued under the Plan, except as is provided in Section 8;


 


(b)
materially increase the benefits accruing to the Participants under the Plan;


 


(c)
materially modify the requirements as to eligibility for participation in the Plan;


 


(d)
decrease the exercise price of an Incentive Option or Incentive Warrant to less than 100% of the Fair Market Value per share of Common
Stock on the date of grant or issuance thereof or the exercise price of a Nonqualified Option or Non-Qualified Warrant to less than 100%
of the Fair Market Value per share of Common Stock on the date of grant or issuance thereof;


 


(e)
extend the term of any Option or Warrant beyond that provided for in Section 5A(b) and Section 5B(c), respectively;


 






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(f)
except as otherwise provided in Sections 5A(d), 5B(e) and 8 hereof, reduce the exercise price of outstanding Options or Warrants or effect
repricing through cancellations and re-grants of new Options or Warrants;


 


(g)
increase the number of shares of Common Stock to be issued or issuable under the Plan to an amount that is equal to or in excess of 19.99%
of the number of shares of Common Stock outstanding before the issuance of the stock or securities; or


 


(h)
otherwise require stockholder approval pursuant to the rules and regulations of the NASDAQ Stock Market LLC.


  


Subject
to the forgoing, the Committee may amend the terms of any Option or Warrant theretofore granted, prospectively or retrospectively, but
no such amendment shall impair the rights of any Optionee or Grantee without the Optionee’s or Grantee’s consent.


 


It
is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee shall
exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award
hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or
appropriate to comply with the Section 409A Rules.


 


13.
Government Regulations.


 


The
Plan, and the grant and exercise or conversion, as applicable, of Securities hereunder, and the obligation of the Company to issue and
deliver shares under such Securities shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies, national securities exchanges and interdealer quotation systems as may be required.


 


14.
General Provisions.


 


(a)
Certificates. All certificates for shares of Common Stock or Preferred Stock delivered under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of
the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities
law, any stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause
a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.


 


(b)
Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who
is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention
of any of its consultants or advisors at any time.


 


(c)
Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 






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(d)
Registration of Stock. Notwithstanding any other provision in the Plan, no Option or Warrant may be exercised unless and until
the Common Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities
laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be
under any obligation to register under applicable federal or state securities laws any Common Stock to be issued upon the exercise of
an Option or Warrant granted or issued hereunder in order to permit the exercise of an Option or Warrant and the issuance and sale of
the Common Stock subject to such Option or Warrant, although the Company may in its sole discretion register such Common Stock at such
time as the Company shall determine. If the Company chooses to comply with such an exemption from registration, the Common Stock issued
under the Plan may, at the direction of the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the
Common Stock represented thereby, and the Committee may also give appropriate stop transfer instructions with respect to such Common
Stock to the Company’s transfer agent.


 


15.
Non-Uniform Determinations.


 


The
Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive
awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the agreements evidencing
the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible to receive, awards
under the Plan, whether or not such Participants are similarly situated.


 


16.
Governing Law.


 


The
validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the internal laws of the State of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.


 


17.
Additional Issuance Restrictions.


 


If
the Company has not obtained the approval of its stockholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not
issue any Securities under this Plan that would upon the issuance of any Securities or upon the exercise on conversion of such Securities,
as applicable, into shares of the Company’s Common Stock, when aggregated with any other shares of Common Stock (i) held by a Participant,
(ii) underlying any convertible security held by a Participant, and (iii) issuable upon prior exercise of any convertible security held
by a Participant, would exceed 19.99% shares of the Company’s Common Stock, subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the adoption
of this Plan (such number of shares, the “Issuable Maximum”). The Participant shall be entitled to a portion of the
Issuable Maximum as reasonably determined by the Committee so as not to violate NASDAQ Listing Rule 5635(d). In addition, the Participant
may allocate its pro-rata portion of the Issuable Maximum among Securities held by it in its sole discretion. Such portion shall be adjusted
upward ratably in the event a Participant no longer holds any Securities and the amount of shares issued to such Participant pursuant
to its Securities was less than such Participant’s pro-rata share of the Issuable Maximum.


 




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