Monaker Group, Inc. 8-K


 


Exhibit 10.2


 


MONAKER GROUP, INC.


2021 EQUITY INCENTIVE PLAN


 


TABLE OF CONTENTS


 


	ARTICLE I. PREAMBLE	1
	ARTICLE II. DEFINITIONS	1
	ARTICLE III. ADMINISTRATION	6
	ARTICLE IV. INCENTIVE STOCK OPTIONS	11
	ARTICLE V. NONQUALIFIED STOCK OPTIONS	11
	ARTICLE VI. INCIDENTS OF STOCK OPTIONS	11
	ARTICLE VII. RESTRICTED STOCK	13
	ARTICLE VIII. STOCK AWARDS	15
	ARTICLE IX. PERFORMANCE SHARES	15
	ARTICLE X. CHANGES OF CONTROL OR OTHER FUNDAMENTAL
    CHANGES	16
	ARTICLE XI. AMENDMENT AND TERMINATION	17
	ARTICLE XII. SECURITIES MATTERS AND REGULATIONS	18
	ARTICLE XIII. SECTION 409A OF THE CODE	18
	ARTICLE XIV. MISCELLANEOUS PROVISIONS	19



 





 







     


     


    

 





MONAKER GROUP, INC.


2021 EQUITY INCENTIVE PLAN 


 


PREAMBLE


This 2021 Equity Incentive Plan
of Monaker Group, Inc. (the “Company”) is intended to secure for the Company and its Affiliates the benefits
arising from ownership of the Company’s Common Stock by the Employees, Officers, Directors and Consultants of the
Company and its Affiliates, all of whom are and will be responsible for the Company’s future growth. The Plan is
designed to help attract and retain for the Company and its Affiliates personnel of superior ability for positions of
exceptional responsibility, to reward Employees, Officers, Directors and Consultants for their services and to motivate such
individuals through added incentives to further contribute to the success of the Company and its Affiliates. With respect to
persons subject to Section 16 of the Act, transactions under this Plan are intended to satisfy the requirements of Rule 16b-3
of the Act.


Awards under the Plan may be made
to an Eligible Person in the form of (i) Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified Stock Options;
(iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing.


The Company’s Board of Directors
adopted the Plan on January 5, 2021, subject to stockholder approval (the “Adoption Date”). This Plan shall be subject
to stockholder approval and shall not become effective until approved by stockholders. The date of such stockholder approval shall
be defined as the “Effective Date”. Stockholder approval is to be obtained in accordance with the Company’s
Articles of Incorporation and Bylaws, each as amended, and Applicable Laws. Unless sooner terminated as provided elsewhere in
this Plan, this Plan shall terminate upon the close of business on the day next preceding the tenth (10th) anniversary of the
Adoption Date. Award Agreements outstanding on such date shall continue to have force and effect in accordance with the provisions
thereof.


The Plan shall be governed by, and
construed in accordance with, the laws of the State of Nevada (except its choice-of-law provisions).


Capitalized terms shall have the
meaning provided in ARTICLE II unless otherwise provided in this Plan or any related Award Agreement.


 


DEFINITIONS


DEFINITIONS. Except where the context
otherwise indicates, the following definitions apply:


“Act” means the Securities
Exchange Act of 1934, as now in effect or as hereafter amended.


“Adoption Date” has the
meaning given to such term in Section 1.3.


“Administrator” means
the Board or a Committee.


“Affiliate” means any
parent corporation or subsidiary corporation of the Company, whether now or hereinafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.


“Applicable Laws” means
all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal, state or
local laws, any Stock Exchange rules or regulations and the applicable laws, rules or regulations of any other country or jurisdiction
where Awards are granted under the Plan or Participants reside or provide services, as such laws, rules and regulations shall
be in effect from time to time.


“Available Shares”
means the sum of (i) 15% of the total shares of Common Stock of the Company outstanding immediately following the Closing and
Preferred Conversion, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2030
(each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on
or prior to the applicable Date of Determination, equal to the lesser of (A) five percent (5%) of the total shares of Common
Stock of the Company outstanding on the last day of the immediately preceding fiscal year, (B) five million (5,000,000)
shares of Common Stock (which shall not be adjusted in connection with the Closing Reverse); and (C) such smaller number of
shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the
Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such
shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as
such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or
prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at
such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the
number of shares of Common Stock that may be issued pursuant to the Plan.




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“Award” means an award
granted to a Participant in accordance with the provisions of the Plan, including, but not limited to, Stock Options, Restricted
Stock, Stock Awards, Performance Shares, or any combination of the foregoing.


“Award Agreement” means
the separate written agreement evidencing each Award granted to a Participant under the Plan.


“Board of Directors”
or “Board” means the Board of Directors of the Company, as constituted from time to time.


“Bylaws” means the Company’s
Bylaws as amended and restated from time to time.


“Change of Control” means
(i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of
which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock
of the surviving or resulting corporation; (ii) the approval by the Board of Directors of an agreement providing for the sale
or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; or (iii) in
the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company’s
voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly
or indirectly controls, is controlled by, or is under common control with, the Company).


“Closing” means the closing
of the transactions contemplated by the Exchange Agreement. 


“Closing Reverse” means
any reverse stock split of the Company’s Common Stock affected by the Company prior to the Closing pursuant to the terms
of the Exchange Agreement. 


“Code” means the Internal
Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.


“Committee” means a committee
of two or more members of the Board appointed by the Board in accordance with Section 3.2 of the Plan. In the event the Company
has not designated a Committee pursuant to Section 3.2 of the Plan, “Committee” shall refer to the Compensation Committee
of the Company (in the event the Compensation Committee has authority to administer the Plan), if any, or the Board of Directors
of the Company.


“Common Stock” means
the Company’s common stock.


“Company” means Monaker
Group, Inc., a Nevada corporation.


“Consultant” means any
person, including an advisor engaged by the Company or an Affiliate to render bona fide consulting or advisory services to the
Company or an Affiliate, other than as an Employee, Director or Non-Employee Director.


“Continuous Service Status”
means the absence of any interruption or termination of service as an Employee or Consultant (unless otherwise provided for in
the applicable Award Agreement), as determined by the Administrator in good faith and subject to Applicable Laws. Subject to Applicable
Laws, the Administrator shall determine whether a leave of absence, or absence in military or government service, shall constitute
an interruption of Continuous Service Status; provided, however, that, (i) if an Employee is holding an Incentive Stock Option
and such leave exceeds 3 months, then, for purposes of Incentive Stock Option status only, such Employee’s service as an
Employee shall be deemed terminated on the 1st day following such 3-month period, and the Incentive Stock Option
shall thereafter automatically become a Nonqualified Stock Option in accordance with Applicable Laws, unless reemployment upon
the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company
policy, and (ii) the Administrator shall not have any such discretion to the extent that the grant of such discretion would cause
any tax to become due under Section 409A of the Code. Also, Continuous Service Status as an Employee or Consultant shall not be
considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its subsidiaries
or Affiliates, or their respective successors.




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“Director” means a member
of the Board of Directors of the Company.


“Disability” means the
permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.


“Effective Date” shall
be the date set forth in Section 1.3 of the Plan.


“Eligible Employee” means
an Eligible Person who is an Employee of the Company or any Affiliate.


“Eligible Person” means
any Employee, Officer, Director, Non-Employee Director or Consultant of the Company or any Affiliate, except for instances where
services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly
promote or maintain a market for the Company’s securities, subject to any other limitations as may be provided by the Code,
the Act, or the Administrator. In making such determinations, the Administrator may take into account the nature of the services
rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors
as the Administrator in its discretion shall deem relevant.


“Employee” means an individual
who is a common-law employee of the Company or an Affiliate including employment as an Officer. Mere service as a Director or
payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment”
by the Company or an Affiliate.


“ERISA” means the Employee
Retirement Income Security Act of 1974, as now in effect or as hereafter amended.


“Exchange Agreement”
means that certain Share Exchange Agreement, dated as of July 23, 2020, by and among the Company, HotPlay, and the stockholders
of HotPlay, as amended by the first amendment thereto dated October 23, 2020, and entered into by the parties on October 28, 2020,
the second amendment thereto dated November 12, 2020, and the third amendment thereto dated January 6, 2021, as it may be further
amended from time to time in accordance with its terms.


“Fair Market Value” means,
as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:


If the Common Stock is listed on
any established stock exchange or a national market system, including without limitation the NYSE American, Nasdaq National Market
or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable;


If the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not reported for the date in question, or the Common Stock is
quoted on an over-the-counter market, the Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock for the day of determination,
as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or




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In the absence of an established
market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


The Administrator may also adopt
a different methodology for determining Fair Market Value with respect to one or more Awards if a different methodology is necessary
or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example, and without
limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards will be based on an average
of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).


“Grant Date” means, as
to any Award, the latest of:


the date on which the Administrator
authorizes the grant of the Award; or


the date the Participant receiving
the Award becomes an Employee or a Director of the Company or its Affiliate, to the extent employment status is a condition of
the grant or a requirement of the Code or the Act; or


such other date (later than the dates
described in 2.26.1 and 2.26.2 above) as the Administrator may designate and as set forth in the Participant’s Award Agreement.


“HotPlay” means HotPlay
Enterprise Limited, a British Virgin Islands corporation.


“Immediate Family” means
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.


“Incentive Stock Option”
means a Stock Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and is granted
under ARTICLE IV of the Plan and designated as an Incentive Stock Option in a Participant’s Award Agreement.


“Non-Employee Director”
shall have the meaning set forth in Rule 16b-3 under the Act.


“Nonqualified Stock Option”
means a Stock Option not intended to qualify as an Incentive Stock Option and is not so designated in the Participant’s
Award Agreement.


“Officer” means a person
who is an officer of the Company within the meaning of Section 16 of the Act.


“Option Period” means
the period during which a Stock Option may be exercised from time to time, as established by the Administrator and set forth in
the Award Agreement for each Participant who is granted a Stock Option.


“Option Price” means
the purchase price for a share of Common Stock subject to purchase pursuant to a Stock Option, as established by the Administrator
and set forth in the Award Agreement for each Participant who is granted a Stock Option.


“Outside Director” means
a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning
of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated
corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not
an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect
remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director
or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.


“Participant” means an
Eligible Person to whom an Award has been granted and who has entered into an Award Agreement evidencing the Award or, if applicable,
such other person who holds an outstanding Award.




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“Performance Objectives”
shall have the meaning set forth in ARTICLE IX of the Plan.


“Performance Period”
shall have the meaning set forth in ARTICLE IX of the Plan.


“Performance Share” means
an Award under ARTICLE IX of the Plan of a unit valued by reference to the Common Stock, the payout of which is subject to achievement
of such Performance Objectives, measured during one or more Performance Periods, as the Administrator, in its sole discretion,
shall establish at the time of such Award and set forth in a Participant’s Award Agreement.


“Plan” means this Monaker
Group, Inc. 2021 Equity Incentive Plan, as it may be amended from time to time.


“Preferred Conversion”
means the conversion of those shares of the Company’s Series B Convertible Preferred Stock and Series C Convertible Preferred
Stock outstanding on the Effective Date, into Common Stock, pursuant to their terms.


“Reporting Person” means
a person required to file reports under Section 16(a) of the Act.


“Restricted Stock” means
an Award under ARTICLE VII of the Plan of shares of Common Stock that are at the time of the Award subject to restrictions or
limitations as to the Participant’s ability to sell, transfer, pledge or assign such shares, which restrictions or limitations
may lapse separately or in combination at such time or times, in installments or otherwise, as the Administrator, in its sole
discretion, shall determine at the time of such Award and set forth in a Participant’s Award Agreement.


“Restriction Period”
means the period commencing on the Grant Date with respect to such shares of Restricted Stock and ending on such date as the Administrator,
in its sole discretion, shall establish and set forth in a Participant’s Award Agreement.


“Retirement” means retirement
as determined under procedures established by the Administrator or in any Award, as set forth in a Participant’s Award Agreement.


“Rule 16b-3” means Rule
16b-3 promulgated under the Act or any successor to Rule 16b-3, as in effect from time to time. Those provisions of the Plan which
make express reference to Rule 16b-3, or which are required in order for certain option transactions to qualify for exemption
under Rule 16b-3, shall apply only to a Reporting Person.


“Shares” means shares
of Common Stock issued in connection with Awards granted under this Plan, including, where applicable, upon exercise of Stock
Options granted under this Plan.


“Share Limit” has the
meaning given to such term under the definition of Available Shares, above.


“Stock Exchange” means
any stock exchange or consolidated stock price reporting system (including, but not limited to NASDAQ) on which prices for the
Common Stock are quoted at any given time, and shall initially mean The NASDAQ Capital Market.


“Stock Award” means an
Award of shares of Common Stock under ARTICLE VIII of the Plan.


“Stock Option” means
an Award under ARTICLE IV or ARTICLE V of the Plan of an option to purchase Common Stock. A Stock Option may be either an Incentive
Stock Option or a Nonqualified Stock Option.


“Ten Percent Stockholder”
means an individual who owns (or is deemed to own pursuant to Section 424(d) of the Code), at the time of grant, stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Affiliates.


“Termination of Service”
means (i) in the case of an Eligible Employee, the discontinuance of employment of such Participant with the Company or its Subsidiaries
for any reason other than a transfer to another member of the group consisting of the Company and its Affiliates and (ii) in the
case of a Director who is not an Employee of the Company or any Affiliate, the date such Participant ceases to serve as a
Director. The determination of whether a Participant has discontinued service shall be made by the Administrator in its sole discretion.
In determining whether a Termination of Service has occurred, the Administrator may provide that service as a Consultant or service
with a business enterprise in which the Company has a significant ownership interest shall be treated as employment with the Company.




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ADMINISTRATION


The Plan shall be administered by
the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3. The Administrator shall
have the exclusive right to interpret and construe the Plan, to select the Eligible Persons who shall receive an Award, and to
act in all matters pertaining to the grant of an Award and the determination and interpretation of the provisions of the related
Award Agreement, including, without limitation, the determination of the number of shares subject to Stock Options and the Option
Period(s) and Option Price(s) thereof, the number of shares of Restricted Stock or shares subject to Stock Awards or Performance
Shares subject to an Award, the vesting periods (if any) and the form, terms, conditions and duration of each Award, and any amendment
thereof consistent with the provisions of the Plan. The Administrator may adopt, establish, amend and rescind such rules, regulations
and procedures as it may deem appropriate for the proper administration of the Plan, make all other determinations which are,
in the Administrator’s judgment, necessary or desirable for the proper administration of the Plan, amend the Plan or a Stock
Award as provided in ARTICLE XI, and terminate or suspend the Plan as provided in ARTICLE XI. All acts, determinations and decisions
of the Administrator made or taken pursuant to the Plan or with respect to any questions arising in connection with the administration
and interpretation of the Plan or any Award Agreement, including the severability of any and all of the provisions thereof, shall
be conclusive, final and binding upon all persons. On or after the date of grant of an Award under the Plan, the Administrator
may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend
the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s
employment during which any such Award may remain outstanding, or (iii) waive any conditions to the vesting, exercisability or
transferability, as the case may be, of any such Award; provided, that the Administrator shall not have any such authority to
the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.


The Administrator may, to the full
extent permitted by and consistent with Applicable Law and the Company’s Bylaws, and subject to Subparagraph 3.2.1 herein
below, delegate any or all of its powers with respect to the administration of the Plan to the Company’s Compensation Committee
or another Committee of the Company consisting of not fewer than two members of the Board each of whom shall qualify (at the time
of appointment to the Committee and during all periods of service on the Committee) in all respects as a Non-Employee Director
and as an Outside Director.


If administration is delegated to
a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by
the Administrator as set forth herein, including the power to delegate to a subcommittee any of the administrative powers the
Committee is authorized to exercise (and references in the Plan to the Administrator shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not consistent with the provisions of the Plan, as may be adopted from time to time by
the Board.




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The Board may abolish the Committee
at any time and reassume all powers and authority previously delegated to the Committee.


In addition to, and not in limitation
of, the right of Administrator, the full Board of Directors and/or the Company’s Compensation Committee may from time to
time grant Awards to Eligible Persons pursuant to the terms and conditions of this Plan, subject to the requirements of the Code,
Rule 16b-3 under the Act or any other Applicable Law, rule or regulation. In connection with any such grants, the Board of Directors
and/or the Company’s Compensation Committee shall have all of the power and authority of the Administrator to determine
the Eligible Persons to whom such Awards shall be granted and the other terms and conditions of such Awards.


Without limiting the provisions of
this ARTICLE III, and subject to the provisions of ARTICLE X, the Administrator is authorized to take such action as it determines
to be necessary or advisable, and fair and equitable to Participants and to the Company, with respect to an outstanding Award
in the event of a Change of Control as described in ARTICLE X or other similar event. Such action may include, but shall not be
limited to, establishing, amending or waiving the form, terms, conditions and duration of an Award and the related Award Agreement,
so as to provide for earlier, later, extended or additional times for exercise or payments, differing methods for calculating
payments, alternate forms and amounts of payment, an accelerated release of restrictions or other modifications. The Administrator
may take such actions pursuant to this Section 3.3 by adopting rules and regulations of general applicability to all Participants
or to certain categories of Participants, by including, amending or waiving terms and conditions in an Award and the related Award
Agreement, or by taking action with respect to individual Participants from time to time. In the event any Award is not evidenced
by a written Award Agreement, such Award shall be governed by the terms of this Plan and the terms and conditions of the grant
of the Award as evidenced by the minutes of the Board (or any authorized Committee thereof). For the sake of clarity, the failure
of the Company to document an Award by way of a written Award Agreement shall not affect the validity of such Award.


Subject to the provisions of Section
3.9 and this Section 3.4, the maximum aggregate number of shares of Common Stock which may be issued pursuant to Awards under
the Plan shall be the Available Shares. Such shares of Common Stock shall be made available from authorized and unissued shares
of the Company.


For all purposes under the Plan,
each Performance Share awarded shall be counted as one share of Common Stock subject to an Award.


If, for any reason, any shares of
Common Stock (including shares of Common Stock subject to Performance Shares) that have been awarded or are subject to issuance
or purchase pursuant to Awards outstanding under the Plan are not delivered or purchased, or are reacquired by the Company, for
any reason, including but not limited to a forfeiture of Restricted Stock or failure to earn Performance Shares or the termination,
expiration or cancellation of a Stock Option, or any other termination of an Award without payment being made in the form of shares
of Common Stock (whether or not Restricted Stock), such shares of Common Stock shall not be charged against the aggregate number
of shares of Common Stock available for Award under the Plan and shall again be available for Awards under the Plan. In no event,
however, may Common Stock that is surrendered or withheld to pay the exercise price of a Stock Option or to satisfy tax withholding
requirements be available for future grants under the Plan.


For purposes of clarifying the
preceding paragraph, shares of Common Stock covered by Awards shall only be counted as used to the extent they are actually
issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant
to the Plan. In addition, shares of Common Stock
related to Awards that expire, are forfeited or cancelled or terminate for any reason without the issuance of shares shall not
be treated as issued pursuant to the Plan.




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The foregoing subsections 3.4.1 and
3.4.2 of this Section 3.4 shall be subject to any limitations provided by the Code or by Rule 16b-3 under the Act or by any other
Applicable Law, rule or regulation.


Each Award granted under the Plan
shall be evidenced by a written Award Agreement, which shall be subject to and shall incorporate (by reference or otherwise) the
applicable terms and conditions of the Plan and shall include any other terms and conditions (not inconsistent with the Plan)
required by the Administrator. In the event any Award is not evidenced by a written Award Agreement, such Award shall be governed
by the terms of this Plan and the terms and conditions of the grant of the Award as evidenced by the minutes of the Administrator
(or any authorized Committee thereof). For the sake of clarity, the failure of the Company to document an Award by way of a written
Award Agreement shall not affect the validity of such Award.


In the event the Plan and/or the
Common Stock issuable in connection with Awards hereunder are registered with the Securities Exchange Commission (the “SEC”)
under the Act on Form S-8, no registered shares of Common Stock shall be issuable by the Company under the Plan and pursuant to
such registration statement, (a) except to natural persons (as such term is interpreted by the SEC); and (b) except where such
persons provide bona fide services to the Company; and no such registered shares shall be issuable (i) in connection with services
associated with the offer or sale of securities in a capital-raising transaction; or (ii) where the services directly or indirectly
promote or maintain a market for the Company’s securities.


The Administrator may require any
Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent to and agree with the Company in
writing that such person is acquiring the shares of Common Stock for investment purposes and without a view to resale or distribution
thereof. Shares of Common Stock issued and delivered under the Plan shall also be subject to such stop-transfer orders and other
restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, any Stock Exchange upon which the Common Stock is then listed and any applicable federal or state laws, and
the Administrator may cause a legend or legends to be placed on the certificate or certificates representing any such shares to
make appropriate reference to any such restrictions. In making such determination, the Administrator may rely upon an opinion
of counsel for the Company.


Except as otherwise expressly provided
in the Plan or in an Award Agreement with respect to an Award, no Participant shall have any right as a stockholder of the Company
with respect to any shares of Common Stock subject to such Participant’s Award except to the extent that, and until, one
or more certificates representing such shares of Common Stock shall have been delivered to the Participant. No shares shall be
required to be issued, and no certificates shall be required to be delivered, under the Plan unless and until all of the terms
and conditions applicable to such Award shall have, in the sole discretion of the Administrator, been satisfied in full and any
restrictions shall have lapsed in full, and unless and until all of the requirements of law and of all regulatory bodies having
jurisdiction over the offer and sale, or issuance and delivery, of the shares shall have been fully complied with.


The total amount of shares with respect
to which Awards may be granted under the Plan, the Share Limit, the ISO Limit and rights of outstanding Awards (both as to the
number of shares subject to the outstanding Awards and the Option Price(s) or other purchase price(s) of such shares, as applicable) shall be appropriately
adjusted for any increase or decrease in the number of outstanding shares of Common Stock of the Company resulting from payment
of a stock dividend on the Common Stock, a stock split or subdivision or combination of shares of the Common Stock, or a reorganization
or reclassification of the Common Stock, or any other change in the structure of shares of the Common Stock. The foregoing adjustments
and the manner of application of the foregoing provisions shall be determined by the Administrator in its sole discretion. Any
such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to an Award. All
adjustments made as a result of the foregoing in respect of each Incentive Stock Option shall be made so that such Incentive Stock
Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.




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No director or person acting pursuant
to authority delegated by the Administrator shall be liable for any action or determination under the Plan made in good faith.
The members of the Administrator shall be entitled to indemnification by the Company in the manner and to the extent set forth
in the Company’s Articles of Incorporation, as amended, Bylaws or as otherwise provided from time to time regarding indemnification
of Directors.


The Administrator shall be authorized
to make adjustments in any performance based criteria or in the other terms and conditions of outstanding Awards in recognition
of unusual or nonrecurring events affecting the Company (or any Affiliate, if applicable) or its financial statements or changes
in Applicable Laws, regulations or accounting principles. The Administrator may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem necessary or desirable to reflect
any such adjustment. In the event the Company (or any Affiliate, if applicable) shall assume outstanding employee benefit awards
or the right or obligation to make future such awards in connection with the acquisition of another corporation or business entity,
the Administrator may, in its sole discretion, make such adjustments in the terms of outstanding Awards under the Plan as it shall
deem appropriate.


Subject to the express provisions
of the Plan, the Administrator shall have full power and authority to determine whether, to what extent and under what circumstances
any outstanding Award shall be terminated, canceled, forfeited or suspended. Notwithstanding the foregoing or any other provision
of the Plan or an Award Agreement, all Awards to any Participant that are subject to any restriction or have not been earned or
exercised in full by the Participant shall be terminated and canceled if the Participant is terminated for cause, as determined
by the Administrator in its sole discretion.


 


INCENTIVE STOCK OPTIONS


The Administrator, in its sole discretion,
may from time to time on or after the Effective Date grant Incentive Stock Options to Eligible Employees, subject to the provisions
of this ARTICLE IV and ARTICLE III and ARTICLE VI and subject to the following conditions:


Incentive Stock Options shall be
granted only to Eligible Employees, each of whom may be granted one or more of such Incentive Stock Options at such time or times
determined by the Administrator.


The Option Price per share of Common
Stock for an Incentive Stock Option shall be set in the Award Agreement, but shall not be less than (i) one hundred percent (100%)
of the Fair Market Value of the Common Stock at the Grant Date, or (ii) in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder, one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the Grant Date.




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An Incentive Stock Option may be
exercised in full or in part from time to time within ten (10) years from the Grant Date, or such shorter period as may be specified
by the Administrator as the Option Period and set forth in the Award Agreement; provided, however, that, in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, such period shall not exceed five (5) years from the Grant Date; and further,
provided that, in any event, the Incentive Stock Option shall lapse and cease to be exercisable upon a Termination of Service
or within such period following a Termination of Service as shall have been determined by the Administrator and set forth in the
related Award Agreement; and provided, further, that such period shall not exceed the period of time ending on the date three
(3) months following a Termination of Service (except as otherwise provided in any employment agreement approved by the Administrator),
unless employment shall have terminated:


as a result of Disability, in which
event such period shall not exceed the period of time ending on the date twelve (12) months following a Termination of Service;
or


as a result of death, or if death
shall have occurred following a Termination of Service (other than as a result of Disability) and during the period that the Incentive
Stock Option was still exercisable, in which event such period may not exceed the period of time ending on the earlier of the
date twelve (12) months after the date of death;


and provided, further, that such
period following a Termination of Service or death shall in no event extend beyond the original Option Period of the Incentive
Stock Option.


The aggregate Fair Market Value of
the shares of Common Stock with respect to which any Incentive Stock Options (whether under this Plan or any other plan established
by the Company) are first exercisable during any calendar year by any Eligible Employee shall not exceed one hundred thousand
dollars ($100,000), determined based on the Fair Market Value(s) of such shares as of their respective Grant Dates; provided,
however, that to the extent permitted under Section 422 of the Code, if the aggregate Fair Market Values of the shares of Common
Stock with respect to which Stock Options intended to be Incentive Stock Options are first exercisable by any Eligible Employee
during any calendar year (whether such Stock Options are granted under this Plan or any other plan established by the Company)
exceed one hundred thousand dollars ($100,000), the Stock Options or portions thereof which exceed such limit (according to the
order in which they were granted) shall be treated as Nonqualified Stock Options.


No Incentive Stock Options may be
granted more than ten (10) years from the Adoption Date.


The Award Agreement for each Incentive
Stock Option shall provide that the Participant shall notify the Company if such Participant sells or otherwise transfers any
shares of Common Stock acquired upon exercise of the Incentive Stock Option within two (2) years of the Grant Date of such Incentive
Stock Option or within one (1) year of the date such shares were acquired upon the exercise of such Incentive Stock Option.


 


The Administrator may provide for
any other terms and conditions which it determines should be imposed for an Incentive Stock Option to qualify under Section 422
of the Code, as well as any other terms and conditions not inconsistent with this ARTICLE IV or ARTICLE III or ARTICLE VI, as
determined in its sole discretion and set forth in the Award Agreement for such Incentive Stock Option.


Each provision of this ARTICLE IV
and of each Incentive Stock Option granted hereunder shall be construed in accordance with the provisions of Section 422 of the
Code, and any provision hereof that cannot be so construed shall be disregarded.




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Subject to the limitations of Section
3.4, and notwithstanding the Share Limit, and subject to adjustment in accordance with Section 3.9 hereof, the maximum number
of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan is 50,000,000 shares (the “ISO
Limit”) (which shall not be adjusted in connection with the Closing Reverse).


 


NONQUALIFIED STOCK OPTIONS


The Administrator, in its sole discretion,
may from time to time on or after the Effective Date grant Nonqualified Stock Options to Eligible Persons, subject to the provisions
of this ARTICLE V and ARTICLE III or ARTICLE VI and subject to the following conditions:


Nonqualified Stock Options may be
granted to any Eligible Person, each of whom may be granted one or more of such Nonqualified Stock Options, at such time or times
determined by the Administrator.


The Option Price per share of Common
Stock for a Nonqualified Stock Option shall be set in the Award Agreement and may be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock at the Grant Date; provided, however, that the exercise price of each Nonqualified Stock
Option granted under the Plan shall in no event be less than the par value per share of the Company’s Common Stock.


A Nonqualified Stock Option may be
exercised in full or in part from time to time within the Option Period specified by the Administrator and set forth in the Award
Agreement; provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease to be exercisable upon a
Termination of Service or within such period following a Termination of Service as shall have been determined by the Administrator
and set forth in the related Award Agreement.


The Administrator may provide for
any other terms and conditions for a Nonqualified Stock Option not inconsistent with this ARTICLE V or ARTICLE III or ARTICLE
VI, as determined in its sole discretion and set forth in the Award Agreement for such Nonqualified Stock Option.


 


INCIDENTS OF STOCK OPTIONS


Each Stock Option shall be granted
subject to such terms and conditions, if any, not inconsistent with this Plan, as shall be determined by the Administrator and
set forth in the related Award Agreement, including any provisions as to continued employment as consideration for the grant or
exercise of such Stock Option and any provisions which may be advisable to comply with Applicable Laws, regulations or rulings
of any governmental authority.


Except as hereinafter described,
a Stock Option shall not be transferable by the Participant other than by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the Participant only by the Participant or the Participant’s guardian or legal
representative. In the event of the death of a Participant, any unexercised Stock Options may be exercised to the extent otherwise
provided herein or in such Participant’s Award Agreement by the executor or personal representative of such Participant’s
estate or by any person who acquired the right to exercise such Stock Options by bequest under the Participant’s will or
by inheritance. The Administrator, in its sole discretion, may at any time permit a Participant to transfer a Nonqualified Stock
Option for no consideration to or for the benefit of one or more members of the Participant’s Immediate Family (including,
without limitation, to a trust for the benefit of the Participant and/or one or more members of such Participant’s Immediate
Family or a corporation, partnership or limited liability company established and controlled by the Participant and/or one or
more members of such Participant’s Immediate Family), subject to such limits as the Administrator may establish.
The transferee of such Nonqualified Stock Option shall remain subject to all terms and conditions applicable to such Nonqualified
Stock Option prior to such transfer. The foregoing right to transfer the Nonqualified Stock Option, if granted by the Administrator
shall apply to the right to consent to amendments to the Award Agreement.




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Shares of Common Stock purchased
upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such terms as shall be determined by
the Administrator, subject to limitations set forth in the Stock Option Award Agreement. The Administrator may, in its sole discretion,
permit the exercise of a Stock Option by payment in cash or by tendering shares of Common Stock (either by actual delivery of
such shares or by attestation), or any combination thereof, as determined by the Administrator. In the sole discretion of the
Administrator, payment in shares of Common Stock also may be made with shares received upon the exercise or partial exercise of
the Stock Option, whether or not involving a series of exercises or partial exercises and whether or not share certificates for
such shares surrendered have been delivered to the Participant. The Administrator also may, in its sole discretion, permit the
payment of the exercise price of a Stock Option by the voluntary surrender of all or a portion of the Stock Option. Shares of
Common Stock previously held by the Participant and surrendered in payment of the Option Price of a Stock Option shall be valued
for such purpose at the Fair Market Value thereof on the date the Stock Option is exercised.


The holder of a Stock Option shall
have no rights as a stockholder with respect to any shares covered by the Stock Option (including, without limitation, any voting
rights, the right to inspect or receive the Company’s balance sheets or financial statements or any rights to receive dividends
or non-cash distributions with respect to such shares) until such time as the holder has exercised the Stock Option and then only
with respect to the number of shares which are the subject of the exercise. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is issued.


The Administrator may permit the
voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned upon the granting to the
Participant of a new Stock Option for the same or a different number of shares of Common Stock as the Stock Option surrendered,
or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to such Participant. Subject
to the provisions of the Plan, such new Stock Option shall be exercisable at such Option Price, during such Option Period and
on such other terms and conditions as are specified by the Administrator at the time the new Stock Option is granted. Upon surrender,
the Stock Options surrendered shall be canceled and the shares of Common Stock previously subject to them shall be available for
the grant of other Stock Options.


The Administrator may at any time
offer to purchase a Participant’s outstanding Stock Option for a payment equal to the value of such Stock Option payable
in cash, shares of Common Stock or Restricted Stock or other property upon surrender of the Participant’s Stock Option,
based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such
offer is made.


The Administrator shall have the
discretion, exercisable either at the time the Award is granted or at the time the Participant discontinues employment, to establish
as a provision applicable to the exercise of one or more Stock Options that, during a limited period of exercisability following
a Termination of Service, the Stock Option may be exercised not only with respect to the number of shares of Common Stock for
which it is exercisable at the time of the Termination of Service but also with respect to one or more subsequent installments
for which the Stock Option would have become exercisable had the Termination of Service not occurred.




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Notwithstanding anything to the contrary
herein, the Company may reprice any Stock Option granted under the Plan without the approval of the stockholders of the Company,
or the holder of the option. For this purpose, “reprice” means (i) any of the following or any other action that has
the same effect: (A) lowering the exercise price of a Stock Option after it is granted, (B) any other action that is treated as
a repricing under U.S. generally accepted accounting principles (“GAAP”), or (C) cancelling a Stock Option at a time
when its exercise price exceeds the Fair Market Value of the underlying Common Stock, in exchange for another Stock Option, restricted
stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other
similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance
issued by exchange or market on which the Company’s Common Stock then trades or is quoted, provided that no repricing may
(1) increase the exercise price of any option granted under the Plan, or (2) reduce the exercise price below the Fair Market Value
of the Company’s Common Stock on the date the action is taken to reduce such exercise price (without the approval of the
holder thereof).


In addition to, and without limiting
the above Section 6.8, the Administrator may permit the voluntary surrender of all or a portion of any Stock Option granted under
the Plan to be conditioned upon the granting to the Participant of a new Stock Option for the same or a different number of shares
of Common Stock as the Stock Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of
a new Stock Option to such Participant. Subject to the provisions of the Plan, such new Stock Option shall be exercisable at such
Option Price, during such Option Period and on such other terms and conditions as are specified by the Administrator at the time
the new Stock Option is granted. Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common Stock
previously subject to them shall be available for the grant of other Stock Options.


 


RESTRICTED STOCK


The Administrator, in its sole discretion,
may from time to time on or after the Effective Date award shares of Restricted Stock to Eligible Persons as a reward for past
service and an incentive for the performance of future services that will contribute materially to the successful operation of
the Company and its Affiliates, subject to the terms and conditions set forth in this ARTICLE VII.


The Administrator shall determine
the terms and conditions of any Award of Restricted Stock, which shall be set forth in the related Award Agreement, including
without limitation:


the purchase price, if any, to be
paid for such Restricted Stock, which may be zero, subject to such minimum consideration as may be required by Applicable Law;


the duration of the Restriction Period
or Restriction Periods with respect to such Restricted Stock and whether any events may accelerate or delay the end of such Restriction
Period(s);


the circumstances upon which the
restrictions or limitations shall lapse, and whether such restrictions or limitations shall lapse as to all shares of Restricted
Stock at the end of the Restriction Period or as to a portion of the shares of Restricted Stock in installments during the Restriction
Period by means of one or more vesting schedules;


whether such Restricted Stock is
subject to repurchase by the Company or to a right of first refusal at a predetermined price or if the Restricted Stock may be
forfeited entirely under certain conditions;


whether any performance goals may
apply to a Restriction Period to shorten or lengthen such period; and




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whether dividends and other distributions
with respect to such Restricted Stock are to be paid currently to the Participant or withheld by the Company for the account of
the Participant.


Awards of Restricted Stock must be
accepted within a period of thirty (30) days after the Grant Date (or such shorter or longer period as the Administrator may specify
at such time) by executing an Award Agreement with respect to such Restricted Stock and tendering the purchase price, if any.
A prospective recipient of an Award of Restricted Stock shall not have any rights with respect to such Award, unless such recipient
has executed an Award Agreement with respect to such Restricted Stock, has delivered a fully executed copy thereof to the Administrator
and has otherwise complied with the applicable terms and conditions of such Award.


In the sole discretion of the Administrator
and as set forth in the Award Agreement for an Award of Restricted Stock, all shares of Restricted Stock held by a Participant
and still subject to restrictions shall be forfeited by the Participant upon the Participant’s Termination of Service and
shall be reacquired, canceled and retired by the Company. Notwithstanding the foregoing, unless otherwise provided in an Award
Agreement with respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement of a Participant during
the Restriction Period, or in other cases of special circumstances (including hardship or other special circumstances of a Participant
whose employment is involuntarily terminated), the Administrator may elect to waive in whole or in part any remaining restrictions
with respect to all or any part of such Participant’s Restricted Stock, if it finds that a waiver would be appropriate.


Except as otherwise provided in this
ARTICLE VII, no shares of Restricted Stock received by a Participant shall be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of during the Restriction Period.


Upon an Award of Restricted Stock
to a Participant, a certificate or certificates representing the shares of such Restricted Stock will be issued to and registered
in the name of the Participant. Unless otherwise determined by the Administrator, such certificate or certificates will be held
in custody by the Company until (i) the Restriction Period expires and the restrictions or limitations lapse, in which case one
or more certificates representing such shares of Restricted Stock that do not bear a restrictive legend (other than any legend
as required under applicable federal or state securities laws) shall be delivered to the Participant, or (ii) a prior forfeiture
by the Participant of the shares of Restricted Stock subject to such Restriction Period, in which case the Company shall cause
such certificate or certificates to be canceled and the shares represented thereby to be retired, all as set forth in the Participant’s
Award Agreement. It shall be a condition of an Award of Restricted Stock that the Participant deliver to the Company a stock power
endorsed in blank relating to the shares of Restricted Stock to be held in custody by the Company.


Except as provided in this ARTICLE
VII or in the related Award Agreement, a Participant receiving an Award of shares of Restricted Stock Award shall have, with respect
to such shares, all rights of a stockholder of the Company, including the right to vote the shares and the right to receive any
distributions, unless and until such shares are otherwise forfeited by such Participant; provided, however, the Administrator
may require that any cash dividends with respect to such shares of Restricted Stock be automatically reinvested in additional
shares of Restricted Stock subject to the same restrictions as the underlying Award, or may require that cash dividends and other
distributions on Restricted Stock be withheld by the Company or its Affiliates for the account of the Participant. The Administrator
shall determine whether interest shall be paid on amounts withheld, the rate of any such interest, and the other terms applicable
to such withheld amounts.


 




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STOCK AWARDS


The Administrator, in its sole discretion,
may from time to time on or after the Effective Date grant Stock Awards to Eligible Persons in payment of compensation that has
been earned or as compensation to be earned, including without limitation compensation awarded or earned concurrently with or
prior to the grant of the Stock Award, subject to the terms and conditions set forth in this ARTICLE VIII.


For the purposes of this Plan, in
determining the value of a Stock Award, all shares of Common Stock subject to such Stock Award shall be set in the Award Agreement
and may be less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date.


Unless otherwise determined by the
Administrator and set forth in the related Award Agreement, shares of Common Stock subject to a Stock Award will be issued, and
one or more certificates representing such shares will be delivered, to the Participant as soon as practicable following the Grant
Date of such Stock Award. Upon the issuance of such shares and the delivery of one or more certificates representing such shares
to the Participant, such Participant shall be and become a stockholder of the Company fully entitled to receive dividends, to
vote and to exercise all other rights of a stockholder of the Company. Notwithstanding any other provision of this Plan, unless
the Administrator expressly provides otherwise with respect to a Stock Award, as set forth in the related Award Agreement, no
Stock Award shall be deemed to be an outstanding Award for purposes of the Plan.


 


PERFORMANCE SHARES


The Administrator, in its sole discretion,
may from time to time on or after the Effective Date award Performance Shares to Eligible Persons as an incentive for the performance
of future services that will contribute materially to the successful operation of the Company and its Affiliates, subject to the
terms and conditions set forth in this ARTICLE IX.


The Administrator shall determine
the terms and conditions of any Award of Performance Shares, which shall be set forth in the related Award Agreement, including
without limitation:


the purchase price, if any, to be
paid for such Performance Shares, which may be zero, subject to such minimum consideration as may be required by Applicable Law;


the performance period (the “Performance
Period”) and/or performance objectives (the “Performance Objectives”) applicable to such Awards;


the number of Performance Shares
that shall be paid to the Participant if the applicable Performance Objectives are exceeded or met in whole or in part; and


the form of settlement of a Performance
Share.


At any date, each Performance Share
shall have a value equal to the Fair Market Value of a share of Common Stock.


Performance Periods may overlap,
and Participants may participate simultaneously with respect to Performance Shares for which different Performance Periods are
prescribed.


Performance Objectives may vary from
Participant to Participant and between Awards and shall be based upon such performance criteria or combination of factors as the
Administrator may deem appropriate, including, but not limited to, minimum earnings per share or return on equity. If during the
course of a Performance Period there shall occur significant events which the Administrator expects to have a substantial effect
on the applicable Performance Objectives during such period, the Administrator may revise such Performance Objectives.


In the sole discretion of the Administrator
and as set forth in the Award Agreement for an Award of Performance Shares, all Performance Shares held by a Participant and not
earned shall be forfeited by the Participant upon
the Participant’s Termination of Service. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement
with respect to an Award of Performance Shares, in the event of the death, Disability or Retirement of a Participant during the
applicable Performance Period, or in other cases of special circumstances (including hardship or other special circumstances of
a Participant whose employment is involuntarily terminated), the Administrator may determine to make a payment in settlement of
such Performance Shares at the end of the Performance Period, based upon the extent to which the Performance Objectives were satisfied
at the end of such period and pro-rated for the portion of the Performance Period during which the Participant was employed by
the Company or an Affiliate; provided, however, that the Administrator may provide for an earlier payment in settlement of such
Performance Shares in such amount and under such terms and conditions as the Administrator deems appropriate or desirable.




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The settlement of a Performance Share
shall be made in cash, whole shares of Common Stock or a combination thereof and shall be made as soon as practicable after the
end of the applicable Performance Period. Notwithstanding the foregoing, the Administrator in its sole discretion may allow a
Participant to defer payment in settlement of Performance Shares on terms and conditions approved by the Administrator and set
forth in the related Award Agreement entered into in advance of the time of receipt or constructive receipt of payment by the
Participant.


Performance Shares shall not be transferable
by the Participant. The Administrator shall have the authority to place additional restrictions on the Performance Shares including,
but not limited to, restrictions on transfer of any shares of Common Stock that are delivered to a Participant in settlement of
any Performance Shares.


 


CHANGES OF CONTROL OR OTHER FUNDAMENTAL
CHANGES


Upon the occurrence of a Change of
Control and unless otherwise provided in the Award Agreement with respect to a particular Award:


all outstanding Stock Options shall
become immediately exercisable in full, subject to any appropriate adjustments in the number of shares subject to the Stock Option
and the Option Price, and shall remain exercisable for the remaining Option Period, regardless of any provision in the related
Award Agreement limiting the exercisability of such Stock Option or any portion thereof for any length of time;


all outstanding Performance Shares
with respect to which the applicable Performance Period has not been completed shall be paid out as soon as practicable as follows:


all Performance Objectives applicable
to the Award of Performance Shares shall be deemed to have been satisfied to the extent necessary to earn one hundred percent
(100%) of the Performance Shares covered by the Award;


the applicable Performance Period
shall be deemed to have been completed upon occurrence of the Change of Control;


the payment to the Participant in
settlement of the Performance Shares shall be the amount determined by the Administrator, in its sole discretion, or in the manner
stated in the Award Agreement, as multiplied by a fraction, the numerator of which is the number of full calendar months of the
applicable Performance Period that have elapsed prior to occurrence of the Change of Control, and the denominator of which is
the total number of months in the original Performance Period; and


upon the making of any such payment,
the Award Agreement as to which it relates shall be deemed terminated and of no further force and effect; and all outstanding shares of Restricted
Stock with respect to which the restrictions have not lapsed shall be deemed vested, and all such restrictions shall be deemed
lapsed and the Restriction Period ended.




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Anything contained herein to the
contrary notwithstanding, upon the dissolution or liquidation of the Company, each Award granted under the Plan and then outstanding
shall terminate; provided, however, that following the adoption of a plan of dissolution or liquidation, and in any event prior
to the effective date of such dissolution or liquidation, each such outstanding Award granted hereunder shall be exercisable in
full and all restrictions shall lapse, to the extent set forth in Section 10.1.1, 10.1.2 and 10.1.3 above.


After the merger of one or more corporations
into the Company or any Affiliate, any merger of the Company into another corporation, any consolidation of the Company or any
Affiliate of the Company and one or more corporations, or any other corporate reorganization of any form involving the Company
as a party thereto and involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Common
Stock, each Participant shall, at no additional cost, be entitled, upon any exercise of such Participant’s Stock Option,
to receive, in lieu of the number of shares as to which such Stock Option shall then be so exercised, the number and class of
shares of stock or other securities or such other property to which such Participant would have been entitled to pursuant to the
terms of the agreement of merger or consolidation or reorganization, if at the time of such merger or consolidation or reorganization,
such Participant had been a holder of record of a number of shares of Common Stock equal to the number of shares as to which such
Stock Option shall then be so exercised. Comparable rights shall accrue to each Participant in the event of successive mergers,
consolidations or reorganizations of the character described above. The Administrator may, in its sole discretion, provide for
similar adjustments upon the occurrence of such events with regard to other outstanding Awards under this Plan. The foregoing
adjustments and the manner of application of the foregoing provisions shall be determined by the Administrator in its sole discretion.
Any such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to an Award.
All adjustments made as the result of the foregoing in respect of each Incentive Stock Option shall be made so that such Incentive
Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.


 


AMENDMENT AND TERMINATION


Subject to the provisions of Section
11.2, the Board of Directors at any time and from time to time may amend or terminate the Plan as may be necessary or desirable
to implement or discontinue the Plan or any provision hereof, to the extent required by the Act or the Code, or rules and regulations
of the Stock Exchange and/or such other securities exchanges, if any, which the Company’s Common Stock is then subject to,
however, no amendment, without approval by the Company’s stockholders, shall:


materially alter the group of persons
eligible to participate in the Plan;


except as provided in Section 3.4,
change the maximum aggregate number of shares of Common Stock that are available for Awards under the Plan; or


alter the class of individuals eligible
to receive an Incentive Stock Option or increase the limit on Incentive Stock Options set forth in Section 4.1.4 or the value
of shares of Common Stock for which an Eligible Employee may be granted an Incentive Stock Option.


No amendment to or discontinuance
of the Plan or any provision hereof by the Board of Directors or the stockholders of the Company shall, without the written consent
of the 


Participant, adversely affect (in
the sole discretion of the Administrator) any Award theretofore granted to such Participant under this Plan; provided, however,
that the Administrator retains the right and power to:


annul any Award if the Participant
is terminated for cause as determined by the Administrator; and


convert any outstanding Incentive
Stock Option to a Nonqualified Stock Option.


If a Change of Control has occurred,
no amendment or termination shall impair the rights of any person with respect to an outstanding Award as provided in ARTICLE
X.







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SECURITIES MATTERS AND REGULATIONS


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


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


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


 


SECTION 409A OF THE CODE


Unless otherwise expressly provided
for in an Award Agreement, the Plan and each Award Agreement will be interpreted to the greatest extent possible in a manner that
makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance
with Section 409A of the Code. If the Administrator determines that any Award granted hereunder is not exempt from and is therefore
subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary
to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms
necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to
the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded,
and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a
“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due
because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions
thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation
from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier,
the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section
409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with
the balance paid thereafter on the original schedule.










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With respect to any Award that constitutes
nonqualified deferred compensation within the meaning of Section 409A of the Code, termination of a Participant’s Continuous
Service Status shall mean a separation from service within the meaning of Section 409A of the Code, unless the Participant was
an Employee immediately prior to such termination and is then contemporaneously retained as a Consultant pursuant to a written
agreement and such agreement provides otherwise. The Continuous Service Status of a Participant shall be deemed to have terminated
for all purposes of the Plan if such person is employed by or provides services to Subsidiary and such Subsidiary ceases to be
a Subsidiary, unless the Administrator determines otherwise. To the extent permitted by Section 409A of the Code, a Participant
who ceases to be an Employee of the Company but continues, or simultaneously commences, services as a Director of the Company
shall be deemed to have had a termination of Continuous Service Status for purposes of the Plan.


 


MISCELLANEOUS PROVISIONS


Nothing in the Plan or any Award
granted hereunder shall confer upon any Participant any right to continue in the employ of the Company or its Affiliates or to
serve as a Director or shall interfere in any way with the right of the Company or its Affiliates or the stockholders of the Company,
as applicable, to terminate the employment of a Participant or to release or remove a Director at any time. Unless specifically
provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for the purpose of computing benefits
under any employee benefit plan or other arrangement of the Company or its Affiliates for the benefit of their respective employees
unless the Company shall determine otherwise. No Participant shall have any claim to an Award until it is actually granted under
the Plan and an Award Agreement has been executed and delivered to the Company. To the extent that any person acquires a right
to receive payments from the Company under the Plan, such right shall, except as otherwise provided by the Administrator, be no
greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the
general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made
to assure payment of such amounts, except as provided in ARTICLE VII with respect to Restricted Stock and except as otherwise
provided by the Administrator.


The Plan and the grant of Awards
shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory
agency as may be required. Any provision herein relating to compliance with Rule 16b-3 under the Act shall not be applicable with
respect to participation in the Plan by Participants who are not subject to Section 16 of the Act.


The terms of the Plan shall be binding
upon the Company, its successors and assigns.







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Neither a Stock Option nor any other
type of equity-based compensation provided for hereunder shall be transferable except as provided for in Section 6.2. In addition
to the transfer restrictions otherwise contained herein, additional
transfer restrictions shall apply to the extent required by federal or state securities laws. If any Participant makes such a
transfer in violation hereof, any obligation hereunder of the Company to such Participant shall terminate immediately.


This Plan and all actions taken hereunder
shall be governed by the laws of the State of Nevada.


Each Participant exercising an Award
hereunder agrees to give the Administrator prompt written notice of any election made by such Participant under Section 83(b)
of the Code, or any similar provision thereof, as applicable.


If any provision of this Plan or
an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award Agreement under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended
to conform to Applicable Laws, or if it cannot be construed or deemed amended without, in the determination of the Administrator,
materially altering the intent of the Plan or the Award Agreement, it shall be stricken, and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.


The grant of an Award pursuant to
this Plan shall not affect in any way the right or power of the Company or any of its Affiliates to make adjustments, reclassification,
reorganizations, or changes of its capital or business structure, or to merge or consolidate, or to dissolve, liquidate or sell,
or to transfer all or part of its business or assets.


The Plan is not subject to the provisions
of ERISA or qualified under Section 401(a) of the Code.


If a Participant is required to pay
to the Company an amount with respect to income and employment tax withholding obligations in connection with (i) the exercise
of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired upon the exercise of an Incentive Stock Option,
or (iii) the receipt of Common Stock pursuant to any other Award, then the issuance of Common Stock to such Participant shall
not be made (or the transfer of shares by such Participant shall not be required to be effected, as applicable) unless such withholding
tax or other withholding liabilities shall have been satisfied in a manner acceptable to the Company. To the extent provided by
the terms of an Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to
the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right
to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to
the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares
of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering
to the Company owned and unencumbered shares of Common Stock.


Compliance with other laws.


For Reporting Persons:


the Plan is intended to satisfy the
provisions of Rule 16b-3;


all transactions involving Participants
who are subject to Section 16(b) of the Act are subject to the provisions of Rule 16b-3 regardless of whether they are set forth
in the Plan; and


any provision of the Plan that conflicts
with Rule 16b-3 does not apply to the extent of the conflict.


If any provision of the Plan, any
Award, or Award Agreement conflicts with the requirements of Code Section 162(m) or 422 for Awards subject to these requirements,
then that provision does not apply to the extent of the conflict.




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Notwithstanding any other provision
of the Plan, if, for an Employee of a parent company, the conversion of an Incentive Stock Option to a Nonqualified Stock Option
or the treatment of an Incentive Stock Option as a Nonqualified Stock Option would not satisfy the requirements of Code Section
409A or an exemption thereto, as determined by the Administrator in its exclusive discretion, then the Incentive Stock Option
shall terminate on the date that it would no longer qualify as an Incentive Stock Option as determined by the Administrator in
its exclusive discretion.


In addition to the remedies of the
Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or
any Award Agreement, unless such failure is remedied by such Participant within ten days after having been notified of such failure
by the Administrator, shall be grounds for the cancellation and forfeiture of such Award, in whole or in part, as the Administrator,
in its sole discretion, may determine.


Any reference in the Plan to a written
document includes any document delivered electronically or posted on the Company’s intranet.


The headings and captions in the
Plan are inserted as a matter of convenience for organizational purposes, and do not construe, define, extend, interpret, or limit
any provision of the Plan.


Whenever the context may require,
any pronoun includes the corresponding masculine, feminine, or neuter form, and the singular includes the plural and vice versa.


Any reference in the Plan to a statutory
or regulatory provision includes corresponding successor provisions.


The proceeds from the sale of shares
pursuant to Awards granted under the Plan shall constitute general funds of the Company.


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


Notwithstanding anything in the Plan
or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted or required by Applicable Law,
Company policy and/or the requirements of a Stock Exchange on which the Shares are listed for trading, in each case, as in effect
from time to time, to recoup compensation of whatever kind paid by the Company at any time to a Participant under this Plan. No
such recoupment of compensation will be an event giving rise to a right to resign for “good reason” or “constructive
termination” (or similar term) under any agreement between any Participant and the Company.


Corporate action constituting a grant
by the Company of an Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise
determined by the Administrator, regardless of when the instrument, certificate, or letter evidencing the Award is communicated
to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions
or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number
of Shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error
in the preparation of the Award Agreement or related grant documentation, the corporate records will control, and the Participant
will have no legally binding right to the incorrect term in the Award Agreement or related grant documentation.


Nothing contained in the Plan or
in any Award agreement executed pursuant hereto shall be deemed to confer upon any individual or entity to whom an Award is or
may be granted hereunder any right to remain in the employ or service of the Company or a parent or subsidiary of the Company
or any entitlement to any remuneration or other benefit pursuant to any consulting or advisory arrangement.




* * * * *


Approved and
adopted by the Stockholders on April 7, 2021.


 


 






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