Exhibit 10.1


 





	SSTL,
INC.2015

STOCK OPTION
PLAN



 


1.            Purposes
of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success
of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options,
as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of
the Code and the regulations promulgated thereunder. Restricted Stock may also be granted under the Plan.


 


2.            Definitions.
As used herein, the following definitions shall apply: 




 


		(a)	“Administrator” means the Board or a Committee. 



 


		(b)	“Affiliate” means (i) an entity other than a Subsidiary which, together
with the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the
Company and /or one or more Subsidiaries own a controlling interest.



 


		(c)	“Applicable Laws” means all applicable laws, rules, regulations and
requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations,
and the applicable laws, rules or regulations of any other country or jurisdiction where Options or Restricted Stock 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.



 


		(d)	“Award” means any award of an Option or Restricted Stock under the
Plan.



 


		(e)	“Board” means the Board of Directors of the Company. 



 


		(g)	“Cashless Exercise” means a program approved by the Administrator in
which payment of the Option exercise price or tax withholding obligations or other required deductions may be satisfied, in
whole or in part, with Shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on
a form prescribed by the Company) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of such
amount.



 






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		(h)	“Cause” for
termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable
Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) if the Participant’s
Continuous Service Status is terminated for any of the following reasons: (i) a material breach by Participant of any material
written agreement between Participant and the Company and Participant’s failure to cure such breach within 30 days after
receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s material written policies
or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s
duties and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant’s
repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer and Participant’s
failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant’s conviction of, or
plea of guilty or nolo contendre to, any crime that results in, or is reasonably expected to result in, material harm to the business
or reputation of the Company; (vi) Participant’s commission of or participation in an act of fraud against the Company; (vii)
Participant’s intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s
unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant
owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination
without “Cause” does not include any termination that occurs as a result of Participant’s death or disability.
The determination as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in
good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit
the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term
“Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.



		(i)	“Change of Control” means (unless
another definition is provided in an applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or
other applicable written agreement)  (i) a sale of all or substantially all of the Company’s
assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business
combination transaction of the Company with or into another corporation, limited liability company or other entity other than an
Excluded Entity, (iii) the consummation of a transaction, or series of related transactions, in which any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities, or (iv)
the Board determines in its sole discretion that a Change in Control has occurred, whether or not any event described above
has occurred or is contemplated. Notwithstanding the foregoing, a transaction
shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation,
(B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s
securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s
Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock
of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing
at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities
outstanding immediately after such transaction. In the event the
Plan or any of the Options granted under the Plan is or becomes subject to Section 409A of the Code, a Change in Control shall
be determined in a manner consistent with Code Section 409A of the Code and Regulations thereunder. 



 






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		(j)	“Code” means the Internal Revenue Code of 1986, as amended. 



 


		(k)	“Committee” means one or more committees or subcommittees of the Board
consisting of two (2) or more Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted
by Applicable Laws to establish a committee or sub-committee of the Board) appointed by the Board to administer the Plan
in accordance with Section 4 below.



 


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



 


		(m)	“Company” means SSTL, Inc., a Nevada corporation. 



 


		(n)	“Consultant” means any person or entity, including an advisor but not
an Employee, that renders, or has rendered, services to the Company, or any Parent, Subsidiary or Affiliate and is compensated
for such services, and any Director whether compensated for such services or not.



 


		(o)	“Continuous Service Status” means the absence of any interruption or
termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered
interrupted or terminated in the case of: (i) Company approved sick leave; (ii) military leave; (iii) any other bona fide leave
of absence approved by the Company, provided that, 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 Nonstatutory
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. 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 Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee to
a Consultant or from a Consultant to an Employee.



 






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		(p)	“Director” means a member of the Board. 



 


		(q)	“Disability” means “disability” within the meaning of Section
22(e)(3) of the Code.



 


		(r)	“Employee” means any person employed by the Company, or any Parent,
Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the
Company in its sole discretion, subject to any requirements of Applicable Laws, including the Code. The payment by the Company
of a director’s fee shall not be sufficient to constitute “employment” of such director by the Company or any
Parent, Subsidiary or Affiliate.



 


		(s)	“Exchange Act” means the Securities Exchange Act of 1934, as amended.



 


		(t)	“Fair Market Value” means, as of any date, the per share fair market
value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied
consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the per
share closing price for the Shares as reported in The Wall Street Journal for the applicable date.



 


		(u)	“Family Members” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other
than a tenant or employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest,
a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these
persons (or the Participant) own more than 50% of the voting interests.



 


		(v)	“Incentive Stock Option” means an Option intended to, and which does,
in fact, qualify as an incentive stock option within the meaning of Section 422 of the Code.



 


		(w)	“Involuntary Termination” means (unless another definition is provided
in the applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement)
the termination of a Participant’s Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause
by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate.



 






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		(x)	“Listed Security” means any security of the Company that is listed or
approved for listing on a national securities exchange or designated or approved for designation as a national market system security
on an interdealer quotation system by the Financial Industry Regulatory Authority (or any successor thereto).



 


		(y)	“Nonstatutory Stock Option” means an Option that is not intended to,
or does not, in fact, qualify as an Incentive Stock Option.



 


		(z)	“Option” means a stock option granted pursuant to the Plan. 



 


		(aa)	“Option Agreement” means a written document, the form(s) of which
shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes
any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant
and a form of exercise notice.



 


		(bb)	“Option Exchange Program” means a program approved by the Administrator
whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted Stock, cash or other property
or (ii) are amended to decrease the exercise price as a result of a decline in the Fair Market Value.



 


		(cc)	“Optioned Stock” means Shares that are
subject to an Option or that were issued pursuant to the exercise of an Option.



 


		(dd)	“Optionee” means an Employee or Consultant who receives an Option.




 


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



 


		(ff)	“Participant” means any holder of one or more Awards or Shares issued
pursuant to an Award.



 


		(gg)	“Plan” means this SSTL, Inc. 2015 Stock Option Plan.



 


		(hh)	“Restricted Stock” means Shares acquired pursuant to a right to purchase
or receive Common Stock granted pursuant to Section 8 below.



 


		(ii)	“Restricted Stock Purchase Agreement” means a written document, the
form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Stock granted
under the Plan and includes any documents attached to such agreement.



 






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



 


		(kk)	“Share” means a share of Common Stock, as adjusted in accordance with
Section 10 below.



 


		(ll)	“Stock Exchange” means any stock exchange or consolidated stock price
reporting system on which prices for the Common Stock are quoted at any given time.



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



 


		(nn)	“Ten Percent Holder” means a person who owns stock representing more
than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary measured as of an Award’s
date of grant.



 


3.            Stock
Subject to the Plan. Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be
issued under the Plan is 10,000,000 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options.
The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable
for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unissued Shares
that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance
pursuant to future Awards. In addition, any Shares which are retained by the
Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due
with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant
to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by
the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture
to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status) shall again
be available for future grant under the Plan. Notwithstanding the foregoing, subject to the provisions of Section
10 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock
Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent allowable under Section 422 of
the Code and the Treasury Regulations promulgated there under, any Shares that again become available for issuance pursuant to
the remaining provisions of this Section 3.


 






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4.            Administration of the Plan. 




 


		(a)	General. The Plan shall be administered by the Board, a Committee appointed
by the Board, or any combination thereof, as determined by the Board. The Plan may be administered by different administrative
bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more
officers of the Company to make Awards under the Plan to Employees and Consultants (who are not subject to Section 16 of the Exchange
Act) within parameters specified by the Board.



 


		(b)	Committee Composition. If a Committee has been appointed pursuant to this
Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to
time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly
administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering the Plan in accordance
with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions.



 


		(c)	Powers of the Administrator. Subject to the provisions of the Plan and, in
the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority,
in its sole discretion:



 


		(i)	to determine the Fair Market Value in accordance with Section 2(t) above, provided that such determination
shall be applied consistently with respect to Participants under the Plan;



 


		(ii)	to select the Employees and Consultants to whom Awards may from time to time be granted;



 


		(iii)	to determine the number of Shares to be covered by each Award;



 


		(iv)	to approve the form(s) of agreement(s) and other related documents used under the Plan;



 


		(v)	to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times
when Awards may vest and/or be exercised (which may be based on performance criteria), the circumstances (if any) when vesting
will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award, Optioned
Stock, or Restricted Stock;



 






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		(vi)	to amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock,
including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person
is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the
rights of any Participant without his or her consent;



 


		(vii)	to determine whether and under what circumstances an Option may be settled in cash under Section
7(c)(iii) below instead of Common Stock;



		(viii)	subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and
conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment
or adjustment to an Option that would materially and adversely affect the rights of any Participant shall be made without his or
her consent;



		(ix)	to approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of,
any outstanding Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted
Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as
the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from
the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and



		(x)	to construe and interpret the terms of the Plan, any Option Agreement or Restricted Stock Purchase
Agreement, and any agreement related to any Optioned Stock or Restricted Stock, which constructions, interpretations and decisions
shall be final and binding on all Participants.



 


		(d)	Indemnification. To the maximum extent permitted by Applicable Laws, each
member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified
and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms
and conditions of any Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts
paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment
in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Company an opportunity,
at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter
of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.



 






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 5.            Eligibility. 




 


		(a)	Recipients of Grants. Nonstatutory Stock Options and Restricted Stock may
be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates
shall not be eligible to receive Incentive Stock Options.



 


		(b)	Type of Option. Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.



 


		(c)	ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b)
above, to the extent that the aggregate Fair Market Value of Shares with respect to which options designated as incentive stock
options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess options shall be treated as nonstatutory stock options. For purposes of this Section
5(c), incentive stock options shall be taken into account in the order in which they were granted, and the Fair Market Value of
the Shares subject to an incentive stock option shall be determined as of the date of the grant of such option.



 


		(d)	No Employment Rights. Neither the Plan nor any Award shall confer upon any
Employee or Consultant any right with respect to continuation of an employment or consulting relationship with the Company (any
Parent, Subsidiary or Affiliate), nor shall it interfere in any way with such Employee’s or Consultant’s right or the
Company’s (Parent’s, Subsidiary’s or Affiliate’s) right to terminate his or her employment or consulting
relationship at any time, with or without cause.



 


6.            Term
of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term
of 10 years unless terminated sooner under Section 14 below.


 






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7.            Options. 




 


		(a)	Term of Option. The term of each Option shall be the term stated in the Option
Agreement; provided that the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at
the time of such grant is a Ten Percent Holder, the term of the Option shall be 5 years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement.



 


		(b)	Option Exercise Price and Consideration. 



 


		(i)	Exercise Price. The per Share exercise price for the Shares to be issued
pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement,
but shall be subject to the following:



 


		(1)	In the case of an Incentive Stock Option



 


		a.	granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise
price shall be no less than 110% of the Fair Market Value on the date of grant;



 


		b.	granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair
Market Value on the date of grant;



 


		(2)	Except as provided in subsection (3) below, in the case of a Nonstatutory Stock Option the per
Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price
is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including
Section 409A of the Code; and



 


		(3)	Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than
as required above pursuant to a merger or other corporate transaction.



 






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		(ii)	Permissible Consideration. The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case
of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the time of grant) and may consist
entirely of (1) cash; (2) check; (3) to the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory
note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject
to the provisions of Section 152 of the General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned
Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the
Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws;
or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the
Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.



 


		(c)	Exercise of Option. 



 


		(i)	General. 



 


		(1)	Exercisability. Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the
Option Agreement, including vesting requirements and/or performance criteria with respect to the Company, and Parent, Subsidiary
or Affiliate, and/or the Optionee.



 


		(2)	Leave of Absence. The Administrator shall have the discretion to determine
whether and to what extent the vesting of Options shall be tolled during any leave of absence; provided, however, that in the absence
of such determination, vesting of Options shall continue during any paid leave and shall be tolled during any unpaid leave (unless
otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall toll during
any unpaid portion of such leave, provided that, upon an Optionee’s returning from military leave (under conditions that
would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he
or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Optionee continued
to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms
as he or she was providing services immediately prior to such leave.



 






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		(3)	Minimum Exercise Requirements. An Option may not be exercised for a fraction
of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement
shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.



 


		(4)	Procedures for and Results of Exercise. An Option shall be deemed exercised
when written notice of such exercise has been received by the Company in accordance with the terms of the Option Agreement by the
person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option
is exercised and has paid, or made arrangements to satisfy, any applicable taxes, withholding, required deductions or other required
payments in accordance with Section 9 below. The exercise of an Option shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.



 


		(5)	Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a holder of capital stock shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the stock is issued, except as provided in Section 10 below.



 


		(ii)	Termination of Continuous Service Status. The Administrator shall establish
and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at
all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the
Administrator at any time. To the extent that an Option Agreement does not specify the terms and conditions upon which an Option
shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply:



 


		(1)	General Provisions. If the Optionee (or other person entitled to exercise
the Option) does not exercise the Option to the extent so entitled within the time specified below, the Option shall terminate
and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be
exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to this Section 7).



 






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		(2)	Termination other than Upon Disability or Death or for Cause. In the event of termination
of an Optionee’s Continuous Service Status other than under the circumstances set forth in the subsections (3) through
(5) below, such Optionee may exercise any outstanding Option at any time within three (3) months following such termination to
the extent the Optionee is vested in the Optioned Stock.



 


		(3)	Disability of Optionee. In the event of termination of an Optionee’s
Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within
twelve (12) months following such termination to the extent the Optionee is vested in the Optioned Stock.



 


		(4)	Death of Optionee. In the event of the death of an Optionee during the period
of Continuous Service Status since the date of grant of any outstanding Option, or within three (3) month(s) following termination
of the Optionee’s Continuous Service Status, the Option may be exercised by any beneficiaries designated in accordance with
Section 16 below, or if there are no such beneficiaries, by the Optionee’s estate, or by a person who acquired the right
to exercise the Option by bequest or inheritance, at any time within twelve (12) months following the date the Optionee’s
Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.



 


		(5)	Termination for Cause. In the event of termination of an Optionee’s
Continuous Service Status for Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall
immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous
Service Status for Cause. If an Optionee’s Continuous Service Status is suspended pending an investigation of whether the
Optionee’s Continuous Service Status will be terminated for Cause, all the Optionee’s rights under any Option, including
the right to exercise the Option, shall be suspended during the investigation period. Nothing in this Section 7(c)(ii)(5) shall
in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable
Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement.



 






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		(iii)	Buyout Provisions. The Administrator may at any time offer to buy out for
a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that such offer is made.



 


		8.	Restricted Stock. 



 


		(a)	Rights to Purchase. When a right to purchase or receive Restricted Stock
is granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, if any (which
shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time
within which such person must accept such offer. The permissible consideration for Restricted Stock shall be determined by the
Administrator and shall be the same as is set forth in Section 7(b)(ii) above with respect to exercise of Options. The offer to
purchase Shares shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.



 


		(b)	Repurchase Option. 



 


		(i)	General. Unless the Administrator determines otherwise, the Restricted Stock
Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the
Participant’s Continuous Service Status for any reason (including death or Disability) at a purchase price for Shares equal
to the original purchase price paid by the purchaser to the Company for such Shares and may be paid by cancellation of any indebtedness
of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.



 


		(ii)	Leave of Absence. The Administrator shall have the discretion to determine
whether and to what extent the lapsing of Company repurchase rights shall continue during any paid leave and shall be tolled during
any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during
any leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing
of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning
from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment
and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares purchased pursuant to the Restricted
Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company
(or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services
immediately prior to such leave.



 






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		(c)	Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.
In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each Participant.



 


		(d)	Rights as a Holder of Capital Stock. Once the Restricted Stock is purchased,
the Participant shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or
her purchase and the issuance of the Shares is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Restricted Stock is purchased,
except as provided in Section 10 below.



 


		9.	Taxes. 



 


		(a)	As a condition of the grant, vesting and exercise of an Award, the Participant
(or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) shall make
such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, local or
foreign tax, withholding, and any other required deductions or payments that may arise in connection with such Award. The Company
shall not be required to issue any Shares under the Plan until such obligations are satisfied.



 


		(b)	The Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or
in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) to satisfy
all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or by surrendering
Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted
by the Company, any such Cashless Exercise must be an approved broker-assisted Cashless Exercise or the Shares withheld in the
Cashless Exercise must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered
Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable
accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but
not limited to, any restrictions required by rules of the Securities and Exchange Commission.



 






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10.           Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.


 


		(a)	Changes in Capitalization. Subject
to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of
Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding
Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to
Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the event of a stock split, reverse stock
split, stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of
any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration
of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect
on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights
offering, a reorganization, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator
shall make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other stock or
securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise
price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any
Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and
shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section
10(a) or an adjustment pursuant to this Section 10(a), a Participant’s Award agreement or agreement related to any Optioned
Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional or different shares,
and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall
be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock
prior to such adjustment.



 


		(b)	Dissolution or Liquidation. In the event of the dissolution or liquidation of
the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the
Administrator.



 






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		(c)	Corporate Transactions. In the event of (i) a transfer of all or substantially
all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction
of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related
transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of
the Company’s then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested
or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant
and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent
of any Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction:
(A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption
of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its
parent of new options or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the Participants
equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate
Transaction over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the Awards; or (E) the cancellation
of any outstanding Options or an outstanding right to purchase Restricted Stock, in either case, for no consideration.



 


 11.           Non-Transferability of Awards. 




 


		(a)	General. Except as set forth in this Section 11, Awards may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.
The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime
of the holder of the Option, only by such holder or a transferee permitted by this Section 11.



 


		(b)	Limited Transferability
Rights. Notwithstanding anything else in this Section 11, the Administrator may in its sole discretion provide that
any Nonstatutory Stock Options may be transferred by instrument to an inter vivos or testamentary trust in which the Options are
to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. Further, beginning with (i)
the period when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) promulgated under the Exchange Act, as
determined by the Board in its sole discretion, and (ii) ending on the earlier of (A) the date when the Company ceases to rely
on such exemption, as determined by the Board in its sole discretion, or (B) the date when the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may
not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position,
any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b)
of the Exchange Act, respectively), other than to (i) persons who are Family Members through gifts or domestic relations orders,
or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing
sentence, the Board, in its sole discretion, may permit transfers of Nonstatutory Stock Options to the Company or in connection
with a Change of Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).



 






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12.           Non-Transferability
of Stock Underlying Awards.




 


		(a)	General. Notwithstanding anything to the contrary, no stockholder shall transfer,
whether by sale, gift or otherwise, any Shares acquired from any Award (including, without limitation, Shares acquired upon exercise
of an Option) to any person or entity unless such transfer is approved by the Company prior to such transfer, which approval may
be granted or withheld in the Company’s sole and absolute discretion. Any purported transfer effected in violation of this
Section 12 shall be null and void and shall have no force or effect and the Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares
shall have been so transferred.



 


		(b)	Approval Process. Any stockholder seeking the approval of the Board to transfer
some or all of its Shares shall give written notice thereof to the Secretary of the Company and such request for transfer shall
be subject to such right of first refusal, transfer provisions and any other terms and conditions as may be set forth in the applicable
Option Agreement, Restricted Stock Purchase Agreement or other applicable written agreement.



 


13.             
Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which
the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator.


 


14.             
Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no
amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any outstanding
Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company
shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree
as required.


 


15.             
Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered
into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue
or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined
by the Company in consultation with its legal counsel. As a condition to the exercise of any Option or purchase of any Restricted
Stock, the Company may require the person exercising the Option or purchasing the Restricted Stock to represent and warrant at
the time of any such exercise or purchase 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 advisable or required
by Applicable Laws. Shares issued upon exercise of Options or purchase of Restricted Stock prior to the date, if ever, on which
the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which
the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such
terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement.


 






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16.             
Beneficiaries. If permitted by the Company, a Participant may designate one or more beneficiaries with
respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Participant’s death. Except as otherwise provided in an Award Agreement,
if no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death
any vested Award(s) shall be transferred or distributed to the Participant’s estate or to any person who has the right to
acquire the Award by bequest or inheritance.


 


17.             
Approval of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall
be subject to approval by the holders of capital stock of the Company within 12 months before or after the date the Plan is adopted
or, to the extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the manner and
to the degree required under Applicable Laws.


 


18.             
Addenda. The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate
for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator
deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which may deviate from the terms
and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary
to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.


 


19.             
Information to Holders of Options. In the event the Company is relying on the exemption provided by
Rule 12h-1(f) under the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the
Securities Act of 1933, as amended, to all holders of Options in accordance with the requirements thereunder until such time as
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that
holders of Options agree to keep the information to be provided pursuant to this Section confidential. If the holder 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 12h-1(f)(1) of the Exchange Act.


 


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