Exhibit
10.7


 


MARIZYME,
INC. 


2021
STOCK INCENTIVE PLAN


 


1.
Establishment, Purpose and Term of Plan.


 


1.1.
Establishment. The Marizyme, Inc. 2021 Stock Incentive Plan is hereby established effective as of January 13, 2021.


 


1.2.
Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders
by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by
motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Company intends
that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements
of such section), and the Plan shall be so construed.


 


1.3.
Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards
shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the
Plan is duly approved by the shareholders of the Company.


 


2.
Definitions and Construction.


 


2.1.
Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:


 


a.
“Applicable Laws” means the requirements relating to the administration of equity-based awards under
applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan, including if applicable,
U.S. federal and state corporate laws, U.S. federal and state securities laws, U.S. federal and state tax laws, and any stock
exchange or quotation system on which the Company’s common stock is listed or quoted.


 


b.
“Award” means a grant under the Plan of Incentive Stock Options, Nonstatutory Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock granted as a bonus or in lieu of another Award, or
Performance Awards.


 


c.
“Award Agreement” means a written or electronic agreement between the Company and a Participant setting
forth the terms, conditions and restrictions of the Award granted to the Participant.


 


d.
“Board” means the Board of Directors of the Company. If one or more Committees have been appointed by
the Board to administer the Plan, “Board” also means such Committee(s).


 


e.
“Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award
by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s
theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company
documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct
or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii)
the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate
opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a
Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has
a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated
failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable
opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement
between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii)
the Participant’s commission (including any plea of guilty or nolo contendere) of any criminal act involving fraud,
dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties
with a Participating Company.


 




    	 



    	 



    

 


f.
“Change in Control” means a change in ownership or control of the Company effected through any of the
following transactions:


 


i
The acquisition in one transaction by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the
Exchange Act) of shares or other securities (as defined in Section 3(a)(10) of the Exchange Act) representing 51% or more of outstanding
Stock of the Company; provided, however, that a Change in Control as defined in this clause (i) shall not be deemed to occur in
connection with any acquisition by the Company, an employee benefit plan of the Company or any Person who immediately prior to
the effective date of this Plan is a holder of Stock (a “Current Stockholder”) so long as such acquisition
does not result in any Person other than the Company, such employee benefit plan or such Current Stockholder beneficially owning
shares or securities representing 51% or more of the outstanding shares or securities; or


 


ii
Any election has occurred of persons as directors of the Company that causes two-thirds or more of the Board to consist of persons
other than (A) persons who were members of the Board on the effective date of this Plan and (B) persons who were nominated by
the Board for election as members of the Board at a time when at least two-thirds of the Board consisted of persons who were members
of the Board on the effective date of this Plan; provided, however, that any person nominated for election by the Board when at
least two-thirds of the members of the Board are persons described in sub clause (A) or (B) and persons who were themselves previously
nominated in accordance with this clause (ii) shall, for this purpose, be deemed to have been nominated by a Board composed of
persons described in sub clause (B); or


 


iii
Approval by the stockholders of the Company of a reorganization, merger, consolidation or similar transaction (a “Reorganization
Transaction”), in each case, unless, immediately following such Reorganization Transaction, more than 50% of, respectively,
the outstanding shares of common stock (or similar equity security) of the corporation or other entity resulting from or surviving
such Reorganization Transaction and the combined voting power of the securities of such corporation or other entity entitled to
vote generally in the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities
who were the respective beneficial owners of the outstanding Stock immediately prior to such Reorganization Transaction in substantially
the same proportions as their ownership of the outstanding Stock immediately prior to such Reorganization Transaction; or


 


iv
Approval by the stockholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other
disposition of all or substantially all of the assets of the Company to a corporation or other entity, unless, with respect to
such corporation or other entity, immediately following such sale or other disposition, more than 50% of, respectively, the outstanding
shares of common stock (or similar equity security) of such corporation or other entity and the combined voting power of the securities
of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially owned, directly
or indirectly, by the individuals and entities who were the respective beneficial owners of the outstanding Stock immediately
prior to such sale or disposition in substantially the same proportions as their ownership of the outstanding Stock immediately
prior to such sale or disposition.


 




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b.
“Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative
guidelines promulgated thereunder.


 


c.
“Committee” means the compensation committee or other committee, or subcommittee of the Board duly appointed
to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the
power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.


 


d.
“Company” means Marizyme, Inc., a Nevada corporation, or any successor corporation thereto.


 


e.
“Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee
or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity
to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant
to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or on a Form S-8
Registration Statement under the Securities Act.


 


f.
“Date of Grant” means the date on which the Board makes the determination to grant an Award, unless
a later date is specified by the Board.


 


g.
“Director” means a member of the Board.


 


h.
“Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of
the sickness or injury of the Participant.


 


i.
“Employee” means any person treated as an employee (including an Officer or a Director who is also treated
as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person,
who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment
of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in
good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective
date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s
rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual
is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding
that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s
status as an Employee.


 


j.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


k.
“Exercise Price” means the price at which the holder of an Option or SAR may purchase the Stock issuable
upon exercise of an Option or SAR.


 




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l.
“Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined
by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company
herein, subject to the following:


 


i
If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or market
system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the
Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange
or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so
traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.


 


ii
If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value
of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction
which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.


 


m.
“Incentive Stock Option” or “ISO” means an Option intended to qualify as an incentive stock
option pursuant to Section 422 of the Code.


 


n.
“Insider” means an Officer, a Director or other person whose transactions in Stock are subject to Section
16 of the Exchange Act.


 


o.
“Insider Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer
or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who
may possess material, nonpublic information regarding the Company or its securities.


 


p.
“Nonstatutory Stock Option” means an Option that is not intended to be a Incentive Stock Option.


 


q.
“Officer” means any person designated by the Board as an officer of the Company.


 


r.
“Option” means a ISO or Nonstatutory Stock Option granted pursuant to the Plan.


 


s.
“Parent Corporation” means any present or future “parent corporation” of the Company, as
defined in Section 424(e) of the Code.


 


t.
“Participant” means any eligible person who has been granted one or more Awards.


 


u.
“Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.


 


v.
“Participating Company Group” means, at any point in time, all entities collectively which are then
Participating Companies.


 


w.
“Performance Award” means cash or stock incentives subject to the satisfaction of long-term Performance
Criteria and granted pursuant to Section 9 below.


 




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x.
“Performance Criteria” means business criteria including, but not limited to: revenue; revenue growth;
earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating
income; pre-or after-tax income; net operating profit after taxes; economic value added (or an equivalent metric); ratio of operating
earnings to capital spending; cash flow (before or after dividends); cash-flow per share (before or after dividends); net earnings;
net sales; sales growth; share price performance; return on assets or net assets; return on equity; return on capital (including
return on total capital or return on invested capital); cash flow return on investment; total shareholder return; improvement
in or attainment of expense levels; and improvement in or attainment of working capital levels or Performance Criteria. Any Performance
Criteria may be used to measure the Company’s performance as a whole or any of the Company’s business units and may
be measured relative to a peer group or index.


 


y.
“Performance Period” means the period as designated by the Board or Committee.


 


z.
“Plan” means this Marizyme, Inc. 2021 Stock Incentive Plan.


 


aa.
“Restricted Stock Award” means an Award of restricted Stock granted pursuant to Section 7.


 


bb.
“Restricted Stock Unit Award” or “RSU” means an Award of a right to receive Stock on a future
date granted pursuant to Section 8.


 


cc.
“Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor
rule or regulation.


 


dd.
“Securities Act” means the Securities Act of 1933, as amended.


 


ee.
“Service” means a Participant’s employment or service with the Participating Company Group, whether
in the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service
shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service
or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption
or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated
if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However,
unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first
(91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless
the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless
otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes
of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion,
the Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business
entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company,
in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason
for such termination.


 


ff.
“Stock” means a share of the common stock of the Company, as adjusted from time to time in accordance
with Section 4.2.


 




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gg.
“Stock Appreciation Right” or “SAR” means is a right to receive, in cash or Stock (as determined
by the Board), value with respect to a specific number of Stock equal to or otherwise based on the excess of (i) the Fair Market
Value of a share of Stock at the time of exercise over (ii) the Exercise Price of the right, subject to such terms and conditions
as are expressed in the Award Agreement.


 


hh.
“Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company,
as defined in Section 424(f) of the Code.


 


ii.
“Vesting Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction
of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service. 


 


2.2.
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


3.
Administration.


 


3.1.
Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan,
of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the
Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all
persons having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and
determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement
thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and
conclusive upon all persons having an interest therein.


 


3.2.
Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided
the Officer has apparent authority with respect to such matter, right, obligation, determination or election.


 


3.3.
Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the
Plan, the Board shall have the full and final power and authority, in its discretion:


 


a.
to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to
be subject to each Award;


 


b.
to determine the type of Award granted;


 


c.
to determine the Fair Market Value of shares of Stock or other property;


 


d.
to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the
method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation
arising in connection with any Award or shares acquired pursuant thereto, including by the withholding or delivery of shares of
Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or shares acquired pursuant thereto,
(v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing,
(vii) the Performance Criteria, if any, and level of achievement versus the Performance Criteria that shall determine the number
of shares of Stock granted, issued, retainable and/or vested, and (vii) all other terms, conditions and restrictions applicable
to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;


 




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e.
to approve one or more forms of Award Agreement;


 


f.
to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any
shares acquired pursuant thereto;


 


g.
to accelerate, continue, extend or defer the exercisability or vesting of any Award or any Stock acquired pursuant thereto, including
with respect to the period following a Participant’s termination of Service;


 


h.
to implement a program where (A) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which
may have lower Exercise Prices and different terms), Awards of a different type, or cash, or (B) the Exercise Price of an outstanding
Award is reduced, based in each case on terms and conditions determined by the Board in its sole discretion;


 


i.
to allow Participants to satisfy withholding tax obligations or costs attendant to exercising an Award by electing to have the
Company withhold from the Stock or cash to be delivered upon exercise or vesting of an Award that number of shares of Stock represented
by the shares of Stock or cash having a Fair Market Value equal to the minimum amount required to be withheld and/or the attendant
costs. The Fair Market Value of any shares of Stock to be withheld will be determined on the date that the amount of tax to be
withheld and/or costs imposed is to be determined. All elections by a Participant to have shares of Stock or cash withheld for
these purposes will be made in such form and under such conditions as the Board may deem necessary or advisable;


 


j.
to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or
alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the
laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted
Awards;


 


k.
to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent
not inconsistent with the provisions of the Plan or Applicable Law; and


 


l.
to make all other determinations deemed necessary or advisable for administering the Plan.


 


3.4.
Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class
of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in
compliance with the requirements, if any, of Rule 16b-3.


 


3.5.
Effect of Change in Status. The Board shall have the discretion to determine the effect upon an Award and upon an individual’s
status as an Employee under the Plan (including whether a Participant shall be deemed to have experienced a termination of employment
or other change in status) and upon the vesting, expiration or forfeiture of an Award in the case of (a) any individual who is
employed by an entity that ceases to be a Subsidiary Corporation, (b) any leave of absence approved by the Company or a Subsidiary
Corporation, (c) any transfer between locations of employment with the Company or a Subsidiary Corporation or between the Company
and any Subsidiary Corporation or between any Subsidiary Corporation, (d) any change in the Participant’s status from an
employee to a Consultant or Director, or vice versa, and (e) at the request of the Company or a Subsidiary Corporation, any Employee
who becomes employed by any partnership, joint venture, corporation or other entity not meeting the requirements of a Subsidiary
Corporation.


 




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3.6.
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers
or Employees of the Participating Company Group, members of the Board and any Officers or Employees of the Participating Company
Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable
expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit
or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken
or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same.


 


4.
Shares Subject to Plan.


 


4.1.
Maximum Number of Shares of Stock Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number
of shares of Stock that may be issued under the Plan shall be 5,300,000 shares and shall consist of authorized but unissued or
reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled
or if shares of Stock are acquired pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by
the Company for an amount not greater than the Participant’s exercise or purchase price, the shares of Stock allocable to
the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under
the Plan. The maximum number of shares of Stock that may be issuable pursuant to Incentive Stock Awards granted under the Plan
shall not exceed 5,300,000, which limitation shall be subject to adjustment under Section 4.2 only to the extent that such adjustment
is consistent with adjustments permitted under Section 422 of the Code.


 


4.2.
Adjustments for Changes in Capital Structure. Subject to any required action by the shareholders of the Company
and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange
of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution
to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on
the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares
subject to the Plan and to any outstanding Awards, and in the exercise or purchase price per share of any outstanding Awards in
order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion
of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”
If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for,
converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the
“New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for
New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share
of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any
fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and
the Exercise Price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if
any, under any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments
shall be determined by the Board, and its determination shall be final, binding and conclusive.


 




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5.
Eligibility and Option Limitations.


 


5.1.
Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2.
Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more
than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or,
having been granted an Award, to be granted an additional Award.


 


6.
Stock Options and Stock Appreciation Rights.


 


Options
and SARs shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the
Board shall from time to time establish. Each Option grant will identify the Option as an ISO or Nonstatutory Stock Option. Award
Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and conditions:


 


6.1.
Exercise Price. The Exercise Price for each Option or SAR shall be established in the discretion of the Board; provided,
however, that the Exercise Price per share for an Option or SAR shall be not less than the Fair Market Value of a share of Stock
on the effective Date of Grant of the Option or SAR. Notwithstanding the foregoing, an Option or SAR may be granted with an Exercise
Price lower than the minimum Exercise Price set forth above if such Option or SAR is granted pursuant to an assumption or substitution
for another option in a manner qualifying under the provisions of Section 424(a) of the Code.


 


6.2.
Exercisability and Term of Options and SARs. Options may be immediately exercisable but subject to repurchase pursuant
to Section 16.1 or may be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such
Option. No Option or SAR shall be exercisable after the expiration of ten (10) years after the effective Date of Grant of such
Option or SAR. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option or SAR, any Option
or SAR granted hereunder shall terminate ten (10) years after the effective Date of Grant of the Option or SAR, unless earlier
terminated in accordance with its provisions. The Board may set a reasonable minimum number of shares of Stock that may be exercised
at any one time.


 


6.3.
Payment of Exercise Price for Options.


 


a.
Forms of Consideration Authorized. Except as otherwise provided below, payment of the Exercise Price for the number
of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender
to the Company, or attestation to the ownership, of Stock owned by the Participant for no less than six (6) months, having a Fair
Market Value not less than the Exercise Price, and clear of all liens, claims of encumbrances or security interests, (iii) by
delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of
the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from
time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv)
by cancellation of indebtedness of the Company owed to Participant; (v) by waiver of compensation due or accrued to Participant
from Company for services rendered, (vi) by such other consideration as may be approved by the Board from time to time to the
extent permitted by Applicable Law, or (vii) by any combination thereof. The Board may at any time or from time-to-time grant
Options which do not permit all of the foregoing forms of consideration to be used in payment of the Exercise Price or which otherwise
restrict one or more forms of consideration.


 




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b.
Limitations on Forms of Consideration.


 


i
Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of
any law, regulation or agreement restricting the redemption of the Company’s Stock. Unless otherwise provided by the Board,
an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares
either have been owned by the Participant for more than six (6) months or such other period, if any, required by the Company (and
were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from
the Company.


 


ii
Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise,
including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may
be available to other Participants.


 


6.4.
Effect of Termination of Service.


 


a.
Option and SAR Exercisability. Subject to earlier termination of the Option or SAR as otherwise provided by this Plan and
unless a longer exercise period is provided by the Board, an Option or SAR shall terminate immediately upon the Participant’s
termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination
of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and
thereafter shall terminate:


 


i
Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option or SAR,
to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may
be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the date
of expiration of the Option’s or SAR’s term as set forth in the Award Agreement evidencing such Option (the “Option
/ SAR Expiration Date”).


 


ii
Death. If the Participant’s Service terminates because of the death of the Participant, the Option or SAR, to the
extent unexercised and exercisable for vested shares of Stock on the date on which the Participant’s Service terminated,
may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option
or SAR by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on
which the Participant’s Service terminated, but in any event no later than the Option/SAR Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s
termination of Service.


 




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iii
Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service
is terminated for Cause, the Option or SAR shall terminate in its entirety and cease to be exercisable immediately upon such termination
of Service.


 


iv
Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or
Cause, the Option or SAR, to the extent unexercised and exercisable for vested shares of Stock on the date on which the Participant’s
Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date
on which the Participant’s Service terminated, but in any event no later than the Option/SAR Expiration Date.


 


b.
Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the
exercise of an Option or SAR within the applicable time periods set forth in Section 6.4.a. is prevented by the provisions of
Section 14 below, the Option or SAR shall remain exercisable until the later of (i) thirty (30) days after the date such exercise
first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4.a, but in
any event no later than the Option/SAR Expiration Date.


 


6.5.
Modification, Extension or Renewal. The Board may modify, extend, or renew an outstanding Option or SAR, or grant a new
Option or SAR in substitution of an outstanding Option or SAR, so long as such action does not, without written consent of the
Participant, impair any of the Participant’s rights under the outstanding Option. Any outstanding ISO that is modified,
extended, renewed or otherwise amended will be treated in accordance with Section 424(h) of the Code. The Board may reduce the
Exercise Price of an outstanding Option or SAR without the consent of the Participant by written notice to the Participant, provided
that the Exercise Price may not be reduced lower than the Fair Market Value of the shares on the date the Board action to reduce
the Exercise Price is taken.


 


6.6.
Transferability of Options. During the lifetime of the Participant, an Option or SAR shall be exercisable only by the Participant
or the Participant’s guardian or legal representative. An Option or SAR shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent
permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option or SAR, a Nonstatutory
Stock Option or SAR shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under
the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.


 


6.7.
Incentive Stock Options. Stock Options intending to qualify as ISOs may only be granted to Employees, as determined by
the Board. No ISO shall be granted to any person if immediately after the grant of such Award, such person would own Stock, including
Stock subject to outstanding Awards held by him or her under the Plan or any other plan established by the Company, amounting
to more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company. To the extent
that the Award Agreement specifies that an Option is intended to be treated as an ISO, the Option is intended to qualify to the
greatest extent possible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be
so construed; provided, however, that any such designation shall not be interpreted as a representation, guarantee or other undertaking
on the part of the Company that the Option is or will be determined to qualify as an ISO. If and to the extent that any shares
of Stock are issued under a portion of any Option that exceeds the $100,000 limitation of Section 422 of the Code, such shares
of Stock shall not be treated as issued under an ISO notwithstanding any designation otherwise. Certain decisions, amendments,
interpretations and actions by the Board 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 the Participant agrees in advance to such disqualifying action.


 




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7.
Restricted Stock Awards.


 


Restricted
Stock Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements
evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and
be subject to the following terms and conditions:


 


7.1.
Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted upon such conditions as the Board shall
determine, including, without limitation, upon the attainment of one or more Performance Criteria.


 


7.2.
Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Award shall be established
by the Board in its discretion. Except as may be required by Applicable Law or established by the Board, no monetary payment (other
than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock
Award.


 


7.3.
Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price (if any) for the number of
shares of Stock being purchased pursuant to any Restricted Stock Award shall be made (a) in cash, by check or in cash equivalent,
(b) by such other consideration as may be approved by the Board from time to time to the extent permitted by Applicable Law, or
(c) by any combination thereof. Unless otherwise determined by the Board, if the Participant does not execute and deliver the
Restricted Stock Award agreement along with full payment for the shares to the Company within thirty (30) days of the Date of
Grant, then the offer will terminate.


 


7.4.
Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject
to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria,
as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which shares
acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred,
pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 7.7. The
Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of
Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the
sale of such shares would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically
shall be determined on the next trading day on which the sale of such shares would not violate the Insider Trading Policy. Upon
request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt
of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


7.5.
Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.4 and any Award Agreement, during
any period in which shares of Stock acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant
shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares
and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or
distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of
the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal
cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately
subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends
or distributions were paid or adjustments were made.


 




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7.6.
Effect of Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted
Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant
any shares of Stock acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions
as of the date of the Participant’s termination of Service and (b) if the Participant did not pay any consideration for
any shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the
date of the Participant’s termination of Service then such shares shall be surrendered to the Company and cancelled without
consideration. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right
is then exercisable, to one or more persons as may be selected by the Company.


 


7.7.
Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award
shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution.
All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her
lifetime only by such Participant or the Participant’s guardian or legal representative.


 


8.
Restricted Stock Units.


 


Restricted
Stock Unit Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements
evidencing Restricted Stock Unit Awards may incorporate all or any of the terms of the Plan by reference and shall comply with
and be subject to the following terms and condition:


 


8.1.
Types of Restricted Stock Unit Awards Authorized. Restricted Stock Unit Awards may be granted upon such conditions as the
Board shall determine, including, without limitation, upon the attainment of one or more Performance Criteria.


 


8.2.
Number of Shares of Stock. Each Award Agreement will specify the number of shares of Stock and will provide for the adjustment
of such number in accordance with Subsection 4.2 of the Plan.


 


8.3.
Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Unit Award shall be established
by the Board in its discretion. Except as may be required by Applicable Law or established by the Board, no monetary payment (other
than applicable tax withholding) shall be required as a condition of receiving a Restricted Stock Unit Award.


 


8.4.
Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price (if any) for the number of
shares of Stock being purchased pursuant to any Restricted Stock Unit Award shall be made (a) in cash, by check or in cash equivalent,
(b) by such other consideration as may be approved by the Board from time to time to the extent permitted by Applicable Law, or
(c) by any combination thereof.


 


8.5.
Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject
to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance Criteria,
as shall be established by the Board and set forth in the Award Agreement evidencing such Award. The Board, in its discretion,
may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with
respect to any shares subject to such Restricted Stock Unit Award would otherwise occur on a day on which the sale of such shares
would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be
determined on the next trading day on which the sale of such shares would not violate the Insider Trading Policy.


 




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8.6.
Settlement of Restricted Units.


 


a.
Procedure; Rights as a Shareholder. Any Restricted Stock Unit Award granted hereunder will be settled according to the
terms of the Plan and at such times and under such conditions as determined by the Board and set forth in the Award Agreement.
Until the Restricted Stock Unit Awards are settled and the shares of Stock are delivered (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote, if applicable, or receive
dividends or any other rights as a shareholder will exist with respect to the Award. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Securities are delivered, except as provided in Subsection 4.2
of the Plan or the applicable Award Agreement.


 


b.
Nontransferability of Restricted Stock Unit Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock
Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of
descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be
exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.


 


8.7.
Cessation of Services. Each Award Agreement will specify the consequences of a Participant’s ceasing to be a Service
Provider prior to the settlement of a Restricted Stock Unit Award.


 


9.
Performance Awards. 


 


Performance
Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. The Board shall designate
the Participants to whom Performance Awards are to be awarded and determine the amount of the Award and the terms and conditions
of each such Award, including the Performance Criteria and Performance Period. Each Performance Award shall entitle the Participant
to a payment in cash or Stock upon the attainment of Performance Criteria and other terms and conditions specified by the Board.
Notwithstanding the satisfaction of any Performance Criteria, the amount to be paid under a Performance Award may be adjusted
by the Board on the basis of such further consideration as the Board in its sole discretion shall determine. The Board may, in
its discretion, substitute actual Stock for the cash payment otherwise required to be made to a Participant pursuant to a Performance
Award.


 


10.
Bonus Stock and Awards in Lieu of Obligations.


 


The
Board may grant Stock to any eligible recipient as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash
or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Participants
subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Board to the extent
necessary to ensure that acquisitions of Stock or other Awards are exempt from liability under Section 16(b) of the Exchange Act.
Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Board.


 




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11.
Standard Forms of Award Agreements.


 


11.1.
Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate
form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an
appropriate form of Notice of Grant and a form of Award Agreement incorporated therein by reference, or such other form or forms,
including electronic media, as the Board may approve from time to time.


 


11.2.
Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard
form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization
of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard
form or forms of Award Agreement are not inconsistent with the terms of the Plan.


 


12.
Change in Control.


 


12.1.
Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code,
if applicable, the Board may provide for any one or more of the following:


 


a.
Accelerated Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control,
may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection
with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such
conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such
extent as the Board shall determine.


 


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


 




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c.
Cash-Out of Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine
that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change
in Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined
by the Board) of Stock subject to such canceled Award in (i) cash, (ii) Stock of the Company or of a corporation or other business
entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair
Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced
by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by
holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine
such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate
of the present value of the probable future payment of such consideration. In the event such determination is made by the Board,
the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested
portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested
portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.


 


d.
Other Treatment of Awards. Subject to any greater rights granted to Participants under this Section 12.1, in the event
of a Change in Control, any outstanding Awards will be treated as provided in the applicable agreement of reorganization, merger,
consolidation, dissolution, liquidation or sale of assets.


 


12.2.
Assumption of Award by the Company. The Company may substitute or assume outstanding awards granted by another company
in connection with an acquisition of such other company, either by (a) granting an Award under this Plan in substitution of such
other company’s award, or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed
award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder
of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied
the rules of this Plan to such grant of the award. In the event that Company assumes an award granted by another company, the
terms and conditions of such award will remain unchanged (except that the Exercise Price and the number of shares issuable upon
exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code.) In the event that the Company
grants a new Option in place of an existing option, such new Option may be granted with a similarly adjusted Exercise Price.


 


13.
Tax Withholding.


 


13.1.
Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or
to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise
of an Option, to make adequate provision for, the federal, state, local and foreign taxes (including any social insurance tax),
if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant
thereto. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to an Award Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by
the Participant.


 


13.2.
Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable
to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock
having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating
Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations
shall not exceed the amount determined by the applicable minimum statutory withholding rates.


 




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14.
Compliance with Securities Law.


 


The
grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements
of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a)
a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to
the shares issuable pursuant to the Award or (b) the shares issuable pursuant to the Award may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain
from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary
to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any
Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any Applicable Law or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.


 


15.
Amendment or Termination of Plan.


 


The
Board may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s shareholders,
there shall be no amendment of the Plan that would require approval of the Company’s shareholders under any Applicable Law,
regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment,
suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as
provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award
without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary,
the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement,
to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award
Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A
of the Code.


 


16.
Miscellaneous Provisions.


 


16.1.
Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions
and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right
to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons
as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer
restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions.


 


16.2.
Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to
be selected as a Participant, or having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award
granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with
or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent
that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event
be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment
relationship with the Company.


 




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16.3.
Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award
until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.
In addition, any rights that a Participant has with respect to any Stock issued under any Award shall be subject to the terms
and conditions of any stockholder agreement adopted by the Company. No Stock shall be issued pursuant to an Award unless the recipient
of such Stock has executed a joinder to the Shareholders Agreement. Notwithstanding the foregoing, to the extent that any provision
in the Stockholders Agreement would result in the imposition of tax under Section 409A of the Code, such provision shall not apply
to Stock received pursuant to any Award.


 


16.4.
Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued
the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means
of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account
of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant
has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.


 


16.5.
Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any
Award.


 


16.6.
Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards
shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating
Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly
provides that such compensation shall be taken into account in computing such benefits.


 


16.7.
Section 409A of the Code. Notwithstanding other provisions of the Plan or any Award Agreements hereunder, no Award shall
be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition
of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Board
that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated
by the terms of the Plan or the relevant Award Agreement, as the case may be, without causing the Participant holding such Award
to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified
employee” under Section 409A of the Code, the Company will make such payment on the first day that would not result in the
Participant incurring any tax liability under Section 409A of the Code. The Company shall use commercially reasonable efforts
to implement the provisions of this Section 16.7 in good faith; provided that neither the Company, the Board nor any of
the Company’s Employees, Directors or representatives shall have any liability to Participants with respect to this Section
16.7.


 


16.8.
Additional Restrictions on Awards. Either at the time an Award is granted or by subsequent action, the Board may,
but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of
any resales by a Participant or other subsequent transfers by a Participant of any Stock issued under an Award, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and
manner of sales by the Participant or Participants, and (c) restrictions as to the use of a specified brokerage firm for receipt,
resales or other transfers of such Stock.


 




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16.9.
Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or
impaired thereby.


 


16.10.
No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the
Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or
any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any
action which such entity deems to be necessary or appropriate.


 


16.11.
Choice of Law. Except to the extent governed by Applicable Laws, the validity, interpretation, construction and performance
of the Plan and each Award Agreement shall be governed by the laws of the State of Nevada, without regard to its conflict of law
rules.


 


16.12.
Unfunded Plan. Insofar as it provides for Awards, 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 Board be deemed to be a trustee of Stock or cash
to be awarded under the Plan.


 


16.13.
Third Party Administrator. In connection with a Participant’s participation in the Plan, the Company may use
the services of a third party administrator, including a brokerage firm administrator, and the Company may provide this administrator
with personal information about a Participant, including a Participant’s name, social security number and address, as well
as the details of each Award, and this administrator may provide information to the Company concerning the exercise of a Participant’s
rights and account data as it relates to Awards under the Plan.


 


17.
Liability of the Company.


 


The
Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Stock 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 of Stock hereunder; and (b) any tax consequence expected, but not realized,
by any Participant or other person due to the receipt, exercise or settlement of any Award granted hereunder.


 




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