Exhibit
10.1


 


ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.


2021
INCENTIVE STOCK PLAN


 


Adopted
by the Board of Directors: april 14, 2021


Approved
by the Stockholders: april 14, 2021


Termination
Date: april 14, 2031


 





 



 





THIS
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS
INC. 2021 INCENTIVE STOCK PLAN (the
“Plan”) is designed to retain Directors, executives, selected Employees and Consultants and reward them for
making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards
under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.


 


	1.	Purposes
    of the Plan. The purposes of this Plan are:


 


	 	(a)
    	to
    attract and retain the best available personnel for positions of substantial responsibility,
	 	 	 
	 	(b)
    	to
    provide additional incentive to Employees, Directors and Consultants, and
	 	 	 
	 	(c)
    	to
    promote the success of the Company’s business.


 


	2.	Definitions.


 


	 	(a)	“Administrator”
    means the Board or any of its Committees as will be administering the Plan, in accordance with Section 3 of the Plan.
	 	 	 
	 	(b)	“Applicable
    Law” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws,
    U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed
    or quoted and the applicable laws of any foreign country or jurisdiction where Grants are, or will be, granted under the Plan.
	 	 	 
	 	(c)	“Board”
    - The Board of Directors of the Company.
	 	 	 
	 	(d)	“Nevada
    Blue Sky Laws” - The Nevada Revised Statutes.
	 	 	 
	 	(e)	“Change
    in Control” means the occurrence of any of the following events:


 


	 	(i)	Change
    in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
    than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with
    the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that
    any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved
    by the Board will not be considered a Change in Control; or


 




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	 	(ii)	Change
    in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
    Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is
    replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the
    members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is
    considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person
    will not be considered a Change in Control; or
	 	 	 
	 	(iii)	Change
    in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
    the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month
    period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total
    gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company
    immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means
    the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
    associated with such assets.


 


For
purposes of this Section 2(e), persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event
within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
See Section 10 of the Plan.


 


Further
and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


	 	(f)
    	“Code”
    - The Internal Revenue Code of 1986, as amended from time to time.
	 	 	 
	 	(g)
    	“Committee”
    - The Compensation Committee of the Company’s Board, or such other committee of the Board that is designated by the
    Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as
    contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934, as amended
    (the “Exchange Act”).
	 	 	 
	 	(h)
    	“Common
    Stock” means the Common Stock of the Company.
	 	 	 
	 	(i)
    	“Company”
    means Artificial Intelligence Technology Solutions Inc., a Nevada corporation, and any subsidiaries, including any subsidiaries
    of subsidiaries.


 




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	 	(j)
    	“Consultant”
    means any individual, other than an Employee, including an advisor, engaged by the Company or a Parent or Subsidiary to
    render services to such entity any person. For the avoidance of doubt, the term “Consultant” shall not include
    any entity or any non-natural person
	 	 	 
	 	(k)
    	“Director”
    means a member of the Board.
	 	 	 
	 	(l)
    	“Disability”
    means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Grants other than
    Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with
    uniform and non-discriminatory standards adopted by the Administrator from time to time.
	 	 	 
	 	(m)
    	“Employee”
    means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.
    Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
    by the Company.
	 	 	 
	 	(n)
    	“Exchange
    Program” means a program under which (i) outstanding Grants are surrendered or cancelled in exchange for Grants
    of the same type (which may have higher or lower exercise prices and different terms), Grants of a different type, and/or
    cash, (ii) Participants would have the opportunity to transfer any outstanding Grants to a financial institution or other
    person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Grant is reduced or increased.
    The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
	 	 	 
	 	(o)
    	“Exchange
    Act” - The Securities Exchange Act of 1934, as amended from time to time.
	 	 	 
	 	(p)
    	“Fair
    Market Value” means, as of any date, the value of Common Stock determined as follows:


 


	 	(i)	If
    the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
    Nasdaq Global Select Market, the Nasdaq Global 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 on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
    reliable;
	 	 	 
	 	(ii)	If
    the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market
    Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination
    (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported),
    as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
	 	 	 
	 	(iii)	In
    the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 




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	 	(q)
    	“Grant”
    - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination or in
    tandem, to a Participant pursuant on such terms, conditions and limitations as the Committee may establish in order to fulfill
    the objectives of the Plan.
	 	 	 
	 	(r)
    	“Grant
    Agreement” - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations
    applicable to a Grant.
	 	 	 
	 	(s)
    	“Option”
    - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option (also “Nonstatutory
    Stock Option”), to purchase the Company’s Stock that may be awarded to a Participant under the Plan. A Participant
    who receives an award of an Option shall be referred to as an “Optionee.”
	 	 	 
	 	(t)
    	“Parent”
    means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
	 	 	 
	 	(u)
    	“Participant”
    - A Director, officer, Employee or Consultant of the Company to whom a Grant has been made under the Plan.
	 	 	 
	 	(v)
    	“Period
    of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
    and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of
    time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
	 	 	 
	 	(w)
    	“Plan”
    refers to this 2021 Incentive Stock Plan.
	 	 	 
	 	(x)
    	“Restricted
    Stock” means Shares issued pursuant to a Grant of Restricted Stock under Section 7 of the Plan, or issued pursuant
    to the early exercise of an Option.
	 	 	 
	 	(y)
    	“Restricted
    Stock Purchase Offer” - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written
    agreement issued under the Plan.
	 	 	 
	 	(z)
    	“Securities
    Act” - The Securities Act of 1933, as amended from time to time.
	 	 	 
	 	(aa)
    	“Service
    Provider” means an Employee, officer, Director or Consultant.
	 	 	 
	 	(bb)
    	“Share”
    means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.
	 	 	 
	 	(cc)
    	“Stock”
    - Authorized and issued or unissued shares of Common Stock.
	 	 	 
	 	(dd)
    	“Stock
    Appreciation Right” means a Grant, granted alone or in connection with an Option, that pursuant to Section 8 is
    designated as a Stock Appreciation Right.
	 	 	 
	 	(ee)
    	“Stock
    Award” - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not
    obligated to pay additional consideration.
	 	 	 
	 	(ff)
    	“Subsidiary”
    means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 




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	3.	Administration.
    The Plan shall be administered by the Board; provided, however, that the Board may delegate such administration to
    the Committee. Different Committees with respect to different groups of Service Providers may administer the Plan. Subject
    to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive
    Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase
    Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) to select the Service Providers
    to whom Grants may be granted hereunder and the number of shares, restrictions, terms and conditions to be included in such
    Grants, not inconsistent with the terms of the Plan, of any Grant granted hereunder, such terms and conditions include, but
    are not limited to, the exercise price, the time or times when Grants may be exercised (which may be based on performance
    criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any
    Grant or the Shares relating thereto, based in each case on such factors as the Administrator will determine; (d) construe
    and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct
    defects, omissions and inconsistencies in the Plan or any Grant, including rules and regulations relating to sub-plans established
    for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign
    laws; (f) to modify or amend each Grant and the exercise thereof (subject to the provisions of the Plan), including but not
    limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum
    term of an Option (subject to Section 6(d)); (g) determine the duration and purpose of leaves of absence which may be granted
    to Participants without constituting termination of their employment for the purpose of the Plan or any Grant; (h) to approve
    forms of Grant Agreements for use under the Plan;(i) to authorize any person to execute on behalf of the Company any instrument
    required to effect the grant of a Grant previously awarded by the Administrator; (j) to institute and determine the terms
    and conditions of an Exchange Program; (k) to allow Participants to satisfy withholding tax obligations in a manner prescribed
    in Section 12; (l) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise
    would be due to such Participant under a Grant; and (m) make all other determinations necessary or advisable for the Plan’s
    administration. The interpretation and construction by the Administrator of any provisions of the Plan or selection of Participants
    shall be conclusive and final. No member of the Board or the Committee shall be liable for any action or determination made
    in good faith with respect to the Plan or any Grant made thereunder.
	 	 
	4.	Eligibility.


 


	 	(a)
    	General:
    The persons who shall be eligible to receive Grants shall be Service Providers. Nonstatutory Stock Options, Stock Appreciation
    Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted
    only to Employees. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or Director of the Company
    subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply with the
    requirements of Rule 16b-3.
	 	 	 
	 	(b)
    	Incentive
    Stock Options: Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
    may grant Options in such amounts as the Administrator, in its sole discretion, will determine.


 




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	 	 	The
    Company shall not grant an Incentive Stock Option under the Plan to any Employee if such Grant would result in such Employee
    holding the right to exercise for the first time in any one (1) calendar year, under all Incentive Stock Options granted under
    the Plan or any other plan maintained by the Company, with respect to shares of Stock having an aggregate fair market value,
    determined as of the date of the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock
    Option granted under the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject
    to such option, the excess portion of such option shall be considered a Nonstatutory Option. To the extent the Employee holds
    two (2) or more such Options which become exercisable for the first time in the same calendar year, the foregoing limitation
    on the exercisability of such Option as Incentive Stock Options under the federal tax laws shall be applied on the basis of
    the order in which such Options are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option
    by reason of exceeding such maximum, such Option shall be considered a Nonstatutory Option. The Fair Market Value of the Shares
    will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in
    accordance with Code Section 422 and Treasury Regulations promulgated thereunder
	 	 	 
	 	(c)
    	Nonstatutory
    Option: The provisions of the foregoing Section 4(b) shall not apply to any Option designated as a “Nonstatutory
    Option” or which sets forth the intention of the parties that the Option be a Nonstatutory Option.
	 	 	 
	 	(d)
    	Stock
    Awards and Restricted Stock Purchase Offers: The provisions of this Section 3 shall not apply to any Stock Award or Restricted
    Stock Purchase Offer under the Plan.


 


	5.	Stock.


 


	 	(a)
    	Authorized
    Stock: Stock subject to Grants may be either unissued or reacquired Stock.
	 	 	 
	 	(b)
    	Number
    of Shares: Subject to adjustment as provided in Section 6(i) or Section 11 of the Plan, the total number of shares of
    Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased
    indirectly through exercise of Options granted under the Plan shall not exceed five million (5,000,000) shares. If any Grant
    shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination
    shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect
    to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available
    for future Grants as though not previously covered by a Grant.
	 	 	 
	 	(c)
    	Reservation
    of Shares: The Company shall reserve and keep available at all times during the term of the Plan such number of shares
    as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include
    the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable
    regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares
    hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which
    such requisite authority was so deemed necessary unless and until such authority is obtained.


 




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	 	(d)
    	Application
    of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under
    Stock Purchase Agreements will be used for general corporate purposes.
	 	 	 
	 	(e)
    	No
    Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the Participant to exercise any rights
    under such Grant.
	 	 	 
	 	(f)
    	Lapsed
    Grants. If a Grant expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to
    an Exchange Program, or, with respect to Restricted Stock, is forfeited to or repurchased by the Company due to the failure
    to vest, the unpurchased Shares (or for Grants other than Options or Stock Appreciation Rights the forfeited or repurchased
    Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
    With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to
    be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or
    sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Grant
    will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however,
    that if Shares issued pursuant to Grants of Restricted Stock are repurchased by the Company or are forfeited to the Company
    due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise
    price of a Grant or to satisfy the tax withholding obligations related to a Grant will become available for future grant or
    sale under the Plan. To the extent a Grant under the Plan is paid out in cash rather than Shares, such cash payment will not
    result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject
    to adjustment as provided in Section 11, the maximum number of Shares that may be issued upon the exercise of Incentive Stock
    Options will equal the aggregate Share number stated in Section 5(b), plus, to the extent allowable under Code Section 422
    and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant
    to Section 4(b).


 


	6.	Terms
    and Conditions of Options. Options granted hereunder shall be evidenced by agreements between the Company and the
    respective Optionees, in such form and substance as the Board or Committee shall from time to time approve. The form of Incentive
    Stock Option Agreement attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement for
    Service Providers, attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be
    deemed to be approved by the Board. Option agreements need not be identical, and in each case may include such provisions
    as the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and
    conditions:


 


	 	(a)
    	Number
    of Shares: Each Option shall state the number of shares to which it pertains.
	 	 	 
	 	(b)
    	Exercise
    Price: Each Option shall state the exercise price, which shall be determined as follows:


 


	 	(i)	Any
    Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section
    424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes
    of stock of the Company (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the
    Fair Market Value of the Stock as of the date of grant; and


 




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	 	(ii)	Incentive
    Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise
    price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.
	 	 	 
	 	 	For
    the purposes of this Section 6(b), the Fair Market Value shall be as determined by the Board in good faith, which determination
    shall be conclusive and binding; provided, however, that if there is a public market for such Stock, the Fair Market Value
    per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National
    Market System or Small Cap Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing
    price on such exchange on such date of grant.


 


	 	(c)
    	Medium
    and Time of Payment: The exercise price shall become immediately due upon exercise of the Option and shall be paid in
    cash or check made payable to the Company. Should the Company’s outstanding Stock be registered under Section 12(g)
    of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:


 


	 	(i)	In
    shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings
    for financial reporting purposes and valued at Fair Market Value on the exercise date, or
	 	 	 
	 	(ii)	Through
    a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions
    (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company,
    out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable
    for the purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld
    by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly
    to such brokerage firm in order to complete the sale transaction.
	 	 	 
	 	 	At
    the discretion of the Board, exercisable either at the time of the Option grant or of the Option exercise, the exercise price
    may also be paid (i) by Optionee’s delivery of a promissory note in form and substance satisfactory to the Company and
    permissible under the Nevada Blue Sky Laws and bearing interest at a rate determined by the Board in its sole discretion,
    but in no event less than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee
    under the federal tax laws, or (ii) in such other form of consideration permitted by the Nevada corporation law as may be
    acceptable to the Board.


 


	 	(d)
    	Term
    and Exercise of Options: Any Option granted to an Employee of the Company shall become exercisable over a period of no
    longer than five (5) years, and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually.
    No Option shall be exercisable, in whole or in part, prior to one (1) year from the date it is granted unless the Board shall
    specifically determine otherwise, as provided herein. In no event shall any Option be exercisable after the expiration of
    ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms,
    be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified by the Board
    or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the date
    upon which the Board or the Committee authorizes the granting of such Option. 


 






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	 	 	Each
    Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements
    may provide. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable
    or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments
    (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as
    stated in the Option agreement, whether or not other installments are then exercisable.
	 	 	 
	 	(e)
    	Termination
    of Status as Service Provider: If a Participant ceases to be a Service Provider, other than upon the Participant’s
    termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
    thirty (30) days of termination, or such longer period of time as is specified in the Grant Agreement (but in no event later
    than the expiration of the term of such Option as set forth in the Grant Agreement) to the extent that the Option is vested
    on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant
    is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the
    Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator,
    the Option will terminate, and the Shares covered by such Option will revert to the Plan.
	 	 	 
	 	 	With
    respect to Nonstatutory Options granted to Service Providers, the Board may specify such period for exercise, not less than
    thirty (30) days (except that in the case of “termination for cause” or removal of a Director, the Option
    shall automatically terminate as of the termination of employment or services as to shares covered by the Option), following
    termination of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with
    respect to installments that the Optionee could have exercised at the date of termination of employment or services. Nothing
    contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of
    the Company to terminate the employment or services of an Optionee with or without cause.
	 	 	 
	 	(f)
    	Disability
    of Optionee: If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
    may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the
    Incentive Stock Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the
    Incentive Stock Option Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided
    by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares
    covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise
    his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will
    revert to the Plan.


 




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	 	(g)	Death
    of Optionee: If an Optionee dies while a Service Provider, the portion of such Optionee’s Option which was exercisable
    at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the
    right to exercise such Option at any time within (i) a period, as determined by the Board and set forth in the Option, of
    not less than six (6) months nor more than one (1) year after Optionee’s death (but in no event later than the expiration
    of the term of such Option as set forth in the Incentive Stock Option Agreement) to the extent that the Option is vested on
    the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior
    to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by
    the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by
    the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of
    descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested
    as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan.
    If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such
    Option will revert to the Plan. or (ii) during the remaining term of the Option, whichever is the lesser. The Option may be
    so exercised only with respect to installments exercisable at the time of Optionee’s death and not previously exercised
    by the Optionee. Once these Options are exercised, the underlying shares shall be subject to Section 6 of the Shareholders’
    Agreement, which requires sale to the Company upon death of a Shareholder.
	 	 	 
	 	(h)
    	Nontransferability
    of Option: No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.
	 	 	 
	 	(i)
    	Recapitalization:
    Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and
    the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or
    decrease in the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination,
    subdivision or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number
    of such shares affected without receipt of consideration by the Company; provided, however, the conversion of any convertible
    securities of the Company shall not be deemed to have been “effected without receipt of consideration”
    by the Company.
	 	 	 
	 	 	In
                                         the event of a proposed dissolution or liquidation of the Company, a merger or consolidation
                                         in which the Company is not the surviving entity, or a sale of all or substantially all
                                         of the assets or capital stock of the Company (collectively, a “Reorganization”),
                                         unless otherwise provided by the Board, this Option shall terminate immediately prior
                                         to such date as is determined by the Board, which date shall be no later than the consummation
                                         of such Reorganization. In such event, if the entity which shall be the surviving entity
                                         does not tender to Optionee an offer, for which it has no obligation to do so, to substitute
                                         for any unexercised Option a stock option or capital stock of such surviving entity,
                                         as applicable, which on an equitable basis shall provide the Optionee with substantially
                                         the same economic benefit as such unexercised Option, then the Board may grant to such
                                         Optionee, in its sole and absolute discretion and without obligation, the right for a
                                         period commencing thirty (30) days prior to and ending immediately prior to the date
                                         determined by the Board pursuant hereto for termination of the Option or during the remaining
                                         term of the Option, whichever is the lesser, to exercise any unexpired Option or Options
                                         without regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
                                         that any such right granted shall be granted to all Optionees not receiving an offer
                                         to receive substitute options on a consistent basis, and provided further, that any such
                                         exercise shall be subject to the consummation of such Reorganization.



 




    	 	10	 



    	 



    

 


	 	 	In
                                         the event of a Change in Control, each outstanding Grant will be treated as the Administrator
                                         determines without a Participant’s consent, including, without limitation, that
                                         (i) Grants will be assumed, or substantially equivalent Grants will be substituted, by
                                         the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments
                                         as to the number and kind of shares and prices; (ii) upon written notice to a Participant,
                                         that the Participant’s Grants will terminate upon or immediately prior to the consummation
                                         of such Change in Control (subject to the provisions of the proceeding paragraph); (iii)
                                         outstanding Grants will vest and become exercisable, realizable, or payable, or restrictions
                                         applicable to an Grant will lapse, in whole or in part prior to or upon consummation
                                         of such Change in Control, and, to the extent the Administrator determines, terminate
                                         upon or immediately prior to the effectiveness of such Change in Control; (iv) (A) the
                                         termination of a Grant in exchange for an amount of cash and/or property, if any, equal
                                         to the amount that would have been attained upon the exercise of such Grant or realization
                                         of the Participant’s rights as of the date of the occurrence of the transaction
                                         (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction
                                         the Administrator determines in good faith that no amount would have been attained upon
                                         the exercise of such Grant or realization of the Participant’s rights, then such
                                         Grant may be terminated by the Company without payment), or (B) the replacement of such
                                         Grant with other rights or property selected by the Administrator in its sole discretion;
                                         or (v) any combination of the foregoing. In taking any of the actions permitted under
                                         this subsection, the Administrator will not be obligated to treat all Grants, all Grants
                                         held by a Participant, or all Grants of the same type, similarly.

	 	 	 
	 	 	If
    an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator
    will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for
    a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate
    upon the expiration of such period.
	 	 	 
	 	 	Notwithstanding
    anything in this Section to the contrary, if a payment under an Grant Agreement is subject to Code Section 409A and if the
    change in control definition contained in the Grant Agreement does not comply with the definition of “change of control”
    for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under
    this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without
    triggering any penalties applicable under Code Section 409A. See Section 10 of this Plan.
	 	 	 
	 	 	Subject
    to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each
    outstanding Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the
    shares subject to the Option would have been entitled by reason of such merger or consolidation.
	 	 	 
	 	 	In
    the event of a change in the Stock of the Company as presently constituted, which is limited to a change of all of its authorized
    shares without par value into the same number of shares with a par value, the shares resulting from any such change shall
    be deemed to be the Stock within the meaning of the Plan.
	 	 	 
	 	 	To
    the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by
    the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this
    Section, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or
    the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the
    number or price of shares of Stock subject to any Option shall not be affected by, and no adjustment shall be made by reason
    of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of
    shares of stock of any class or securities convertible into shares of stock of any class.


 




    	 	11	 



    	 



    

 


	 	 	The
    grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments,
    reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or
    liquidate or to sell or transfer all or any part of its business or assets.
	 	 	 
	 	(j)
    	Rights
    as a Shareholder: An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until
    the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall be made
    for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights
    for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 6(i)
    hereof. 
	 	 	 
	 	(k)
    	Modification,
    Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions and within the limitations of the
    Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised,
    and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the
    extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such
    action is permissible under Section 422 of the Code and the Nevada Blue Sky Laws. Notwithstanding the provisions of this Section
    5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee’s detriment
    or impair any rights or obligations under any Option theretofore granted under the Plan.
	 	 	 
	 	(l)
    	Exercise
    Before Exercise Date: At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee
    may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment
    thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination
    of Optionee’s employment as contemplated by Section 6(n) hereof prior to the exercise date stated in the Option and
    such other restrictions and conditions as the Board or Committee may deem advisable.
	 	 	 
	 	(m)
    	 Other
    Provisions: The Option agreements authorized under the Plan shall contain such other provisions, including, without limitation,
    restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued
    pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate,
    in the opinion of legal counsel for the Company, the provisions of any Applicable Law or the rules or regulations of any applicable
    governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, the Nevada Blue Sky
    Laws, Nevada corporation law, and the rules promulgated under the foregoing or the rules and regulations of any exchange upon
    which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise of each Option
    shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding
    tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise
    upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or
    (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval
    is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such
    exercise shall not be effective unless such withholding, listing registration, qualification, consent, approval or exemption
    shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.


 




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	7.	Stock
    Awards and Restricted Stock Purchase Offers.


 


	 	(a)
    	Types
    of Grants.


 


	 	(i)	Stock
    Award. All or part of any Stock Award under the Plan may be subject to conditions established by the Board or the Committee,
    and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company,
    achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements
    of Company performance. Such Awards may be based on Fair Market Value or other specified valuation. All Stock Awards will
    be made pursuant to the execution of a Stock Award Agreement substantially in the form attached hereto as Exhibit C.
	 	 	 
	 	(ii)	Restricted
    Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such (i) vesting
    contingencies related to the Participant’s continued association with the Company for a specified time and (ii) other
    specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of
    the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer substantially in
    the form attached hereto as Exhibit D, which specifies the Period of Restriction, the number of Shares granted, and
    such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines
    otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.


 


	 	(b)
    	Conditions
    and Restrictions. Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement or Restricted
    Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board or Committee, as applicable,
    shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions.
    When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as “Restricted Stock”.
    Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either in the
    form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to elect to
    defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board
    or Committee to assure that such deferrals comply with applicable requirements of the Code including, at the choice of Participants,
    the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by
    the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or Committee,
    may require the payment be forfeited in accordance with the provisions of Section 7(c). Dividends or dividend equivalent rights
    may be extended to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of Stock,
    subject to such terms, conditions and restrictions as the Board or Committee may establish.


 




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	 	(c)
    	Cancellation
    and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies otherwise, the
    Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is
    not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the
    Plan and with the following conditions:


 


	 	(i)	A
    Participant shall not render services for any organization or engage directly or indirectly in any business which, in the
    judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or
    becomes competitive with the Company, or which organization or business, or the rendering of services to such organization
    or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose
    employment has terminated, the judgment of the chief executive officer shall be based on the Participant’s position
    and responsibilities while employed by the Company, the Participant’s post-employment responsibilities and position
    with the other organization or business, the extent of past, current and potential competition or conflict between the Company
    and the other organization or business, the effect on the Company’s customers, suppliers and competitors and such other
    considerations as are deemed relevant given the applicable facts and circumstances. A Participant who has retired shall be
    free, however, to purchase as an investment or otherwise, stock or other securities of such organization or business so long
    as they are listed upon a recognized securities exchange or traded over-the-counter, and such investment does not represent
    a substantial investment to the Participant or a greater than ten percent (10%) equity interest in the organization or business.
	 	 	 
	 	(ii)	A
    Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use
    in other than the Company’s business, any confidential information or material, as defined in the Company’s Proprietary
    Information and Invention Agreement or similar agreement regarding confidential information and intellectual property, relating
    to the business of the Company, acquired by the Participant either during or after employment with the Company. 
	 	 	 
	 	(iii)	A
    Participant, pursuant to the Company’s Proprietary Information and Invention Agreement, shall disclose promptly and
    assign to the Company all right, title and interest in any invention or idea, patentable or not, made or conceived by the
    Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development
    work of the Company and shall do anything reasonably necessary to enable the Company to secure a patent where appropriate
    in the United States and in foreign countries.
	 	 	 
	 	(iv)	Upon
    exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee that
    he or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this
    Section 6(c) prior to, or during the six (6) months after, any exercise, payment or delivery pursuant to a Grant shall cause
    such exercise, payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission
    within two (2) years after such exercise, payment or delivery. Within ten (10) days after receiving such a notice from the
    Company, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded
    exercise, payment or delivery pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company
    the number of shares of Stock that the Participant received in connection with the rescinded exercise, payment or delivery.


 




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	 	(d)
    	Nonassignability.


 


	 	(i)	Except
    pursuant to Section 7(e)(iii) and except as set forth in Section 7(d)(ii), no Grant or any other benefit under the Plan shall
    be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.
	 	 	 
	 	(ii)	Where
    a Participant terminates employment and retains a Grant pursuant to Section 7(e)(ii) in order to assume a position with a
    governmental, charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted
    by law, may authorize a third party (including but not limited to the trustee of a “blind” trust), acceptable
    to the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf
    of the Participant with regard to such Grants.


 


	 	(e)
    	Termination
    of Employment. If the employment or service to the Company of a Participant terminates, other than pursuant to any of
    the following provisions under this Section 7(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock Purchase
    Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides otherwise:
    


 


	 	(i)	Retirement
    Under a Company Retirement Plan. When a Participant’s employment terminates as a result of retirement in accordance
    with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers
    to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability
    and vesting of any such Grants may be accelerated.
	 	 	 
	 	(ii)	Rights
    in the Best Interests of the Company. When a Participant resigns from the Company and, in the judgment of the Board or
    Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would be in
    the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation
    of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants
    for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to this Plan
    or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant’s Grants
    are not in the Company’s best interest.
	 	 	 
	 	(iii)
    	Death
    or Disability of a Participant.


 


	 	(1)	In
    the event of a Participant’s death, the Participant’s estate or beneficiaries shall have a period up to the expiration
    date specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under
    such terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will
    or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if
    none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined
    by a court of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant
    were living. Thereafter, any Shares received shall be subject to Section 6 of the Shareholder’s Agreement requiring
    sale to the Company upon death of a shareholder.


 




    	 	15	 



    	 



    

 


	 	(2)	In
    the event a Participant becomes Disabled by reason of mental disorder or medical condition which does not result from facts
    which would be grounds for termination for cause, Grants and rights to any such Grants may be paid to or exercised by the
    Participant, if legally competent, or a committee or other legally designated guardian or representative if the Participant
    is legally incompetent by virtue of such disability.
	 	 	 
	 	(3)	After
    the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate restrictions
    in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any
    accelerated payments in a lump sum to the Participant, the Participant’s estate, beneficiaries or representative; notwithstanding
    that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under
    the Grant might ultimately have become payable to other beneficiaries.
	 	 	 
	 	(4)	In
    the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board
    or Committee, as applicable, shall be binding and conclusive.


 


	8.	Stock
    Appreciation Rights.


 


	 	(a)
    	Grant
    of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted
    to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
	 	 	 
	 	(b)
    	Number
    of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Grant of Stock
    Appreciation Rights.
	 	 	 
	 	(c)
    	Exercise
    Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be
    received upon exercise of a Stock Appreciation Right as set forth in Section (f) will be determined by the Administrator and
    will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator,
    subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation
    Rights granted under the Plan.
	 	 	 
	 	(d)
    	Stock
    Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by a Grant Agreement that will specify
    the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions
    as the Administrator, in its sole discretion, will determine.
	 	 	 
	 	(e)
    	Expiration
    of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by
    the Administrator, in its sole discretion, and set forth in the Grant Agreement. Notwithstanding the foregoing, the rules
    of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 




    	 	16	 



    	 



    

 


	 	(f)
    	Payment
    of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
    payment from the Company in an amount determined by multiplying;


 


	 	(i)	The
    difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
	 		 
	 	(ii)	The
    number of Shares with respect to which the Stock Appreciation Right is exercised.


 


	 	 	At
    the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent
    value, or in some combination thereof.


 


	9.	Investment
    Intent. All Grants under the Plan are intended to be exempt from registration under the Securities Act provided by
    Rule 701 thereunder. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan are registered
    under the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall
    provide that the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not with a view
    to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock have been
    registered under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights
    under such Grant unless and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall
    have been fully complied with to the satisfaction of the Company and its counsel, and (ii) if requested to do so by the Company,
    the person exercising the rights under the Grant shall (i) give written assurances as to knowledge and experience of such
    person (or a representative employed by such person) in financial and business matters and the ability of such person (or
    representative) to evaluate the merits and risks of exercising the Option, and (ii) execute and deliver to the Company a letter
    of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance
    as the Company may require. If shares are issued upon exercise of any rights under a Grant without registration under the
    Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions
    or representations made upon the exercise of such rights.
	 	 
	10.	Compliance
    with Code Section 409A. Grants will be designed and operated in such a manner that they are either exempt from the
    application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion
    of the Administrator. The Plan and each Agreement under the Plan is intended to meet the requirements of Code Section 409A
    and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion
    of the Administrator. To the extent that a Grant or payment, or the settlement or deferral thereof, is subject to Code Section
    409A the Grant will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A,
    such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under
    Code Section 409A.
	 	 
	11.	Amendment,
    Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as permitted by law, from time to time,
    with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend
    it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or amendment
    shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted, (iii)
    materially increase the benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the
    Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option, or Stock Award,
    or Restricted Stock Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder.
    No Grant may be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant
    issued while the Plan is in effect shall not be impaired by suspension or termination of the Plan.


 




    	 	17	 



    	 



    

 


	 	In
    the event of any change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification
    of shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number
    of shares of Stock (i) reserved under the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii)
    covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants;
    and (c) the appropriate Fair Market Value and other price determinations for such Grants. In the event of any other change
    affecting the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be
    deemed equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper
    effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization
    or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction
    to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously
    issued Grants or an assumption of previously issued Grants.
	 	 
	12.	Tax
    Withholding.


 


	 	(a)
    	Withholding
    Requirements. Prior to the delivery of any Shares or cash pursuant to a Grant (or exercise thereof), the Company will
    have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
    to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be
    withheld with respect to such Grant (or exercise thereof).
	 	 	 
	 	(b)
    	Withholding
    Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to
    time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i)
    paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the
    minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market
    Value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse
    accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares
    otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether
    through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will
    be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed
    the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant
    with respect to the Grant on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of
    the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 




    	 	18	 



    	 



    

 


	13.	Conditions
    Upon Issuance of Shares.


 


	 	(a)
    	Legal
    Compliance. Shares will not be issued pursuant to the exercise of an Grant unless the exercise of such Grant and the issuance
    and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the
    Company with respect to such compliance.
	 	 	 
	 	(b)
    	Investment
    Representations. As a condition to the exercise of an Grant, the Company may require the person exercising such Grant
    to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without
    any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
    is required.


 


	14.	No
    Effect on Employment or Service. Neither the Plan nor any Grant will confer upon a Participant any right with respect
    to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any
    way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without
    cause, to the extent permitted by Applicable Laws.
	 	 
	15.	Availability
    of Information. During the term of the Plan and any additional period during which a Grant granted pursuant to the
    Plan shall be exercisable, the Company shall make available, not later than one hundred and twenty (120) days following the
    close of each of its fiscal years, such financial and other information regarding the Company as is required by the bylaws
    of the Company and Applicable Law to be furnished in an annual report to the shareholders of the Company. 
	 	 
	16.	Information
    to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan
    is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange
    Act and (ii) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities
    Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange
    Act, is no longer relying on the exemption provided by Rule 1 2h- 1(f)(1) under the Exchange Act or is no longer required
    to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant
    the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than
    every six (6) months with the financial statements being not more than 180 days old and with such information provided either
    by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the
    information on an Internet site that may be password-protected and of any password needed to access the information. The Company
    may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant
    does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be
    required to provide the information unless otherwise required pursuant to Rule 1 2h- 1 (f)( 1) under the Exchange Act or Rule
    701 of the Securities Act.
	 	 
	17.	Inability
    to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
    which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
    will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite
    authority will not have been obtained.


 




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	18.	Notice.
    Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief personnel
    officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of
    the chief personnel officer or the chief executive officer. 
	 	 
	19.	Indemnification
    of Board. In addition to such other rights or indemnifications as they may have as Directors or otherwise, and to
    the extent allowed by Applicable Law, the members of the Board and the Committee shall be indemnified by the Company against
    the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense
    of any claim, action, suit or proceeding, or in connection with any appeal thereof, 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 Grant granted thereunder,
    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 claim, action, suit or proceeding, except
    in any case in relation to matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board
    or Committee member is liable for negligence or misconduct in the performance of his or her duties; provided that within sixty
    (60) days after institution of any such action, suit or Board proceeding the member involved shall offer the Company, in writing,
    the opportunity, at its own expense, to handle and defend the same. 
	 	 
	20.	Governing
    Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed
    by the Code or the securities laws of the United States, shall be governed by the law of the State of Nevada and construed
    accordingly. 
	 	 
	21.	Effective
    and Termination Dates. The Plan shall become effective on the date it is approved by the holders of a majority of
    the shares of Stock then outstanding. The Plan shall terminate ten years later, subject to earlier termination by the Board
    pursuant to Section 8.


 


The
foregoing 2021 Incentive Stock Plan (consisting of 20 pages, including this page) was duly approved by the Shareholders and Board
of Directors on April 14, 2021.


 


	 	Artificial
    Intelligence Technology Solutions Inc.
	 	a
    Nevada corporation
	 	 	 
	 	By:	 
	 	 	Steven
    Reinharz
	 	Its:	Chief
    Executive Officer


 




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