Exhibit 4.4


 





Marker
Therapeutics, Inc.


2020
Equity Incentive Plan 


 


Adopted
by the Board of Directors: April 14, 2020


Approved
by the Stockholders: May 19, 2020


Amended
by the Board of Directors: April 5, 2022


Approved
by the Stockholders: May 24, 2022


 






    


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	General	1
	2.	Shares Subject to the Plan	1
	3.	Eligibility and Limitations	3
	4.	Options and Stock Appreciation Rights	4
	5.	Awards Other Than Options and Stock Appreciation Rights	8
	6.	Adjustments upon Changes in Common Stock; Other Corporate Events	10
	7.	Administration	11
	8.	Tax Withholding	14
	9.	Miscellaneous	15
	10.	Covenants of the Company	18
	11.	Severability	18
	12.	Termination of the Plan	18
	13.	Definitions	19



 






    i.


     


    

 


1.             General.


 


(a)              
Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Prior Plans. As of
the Effective Date, (i) no additional awards may be granted under the Prior Plans; (ii) the Prior Plans’ Available Reserve plus
any Returning Shares will become available for issuance pursuant to Awards granted under this Plan; and (iii) all outstanding awards granted
under the Prior Plans will remain subject to the terms of the Prior Plans (except to the extent such outstanding awards result in Returning
Shares that become available for issuance pursuant to Awards granted under this Plan). All Awards granted under this Plan will be subject
to the terms of this Plan.


 


(b)             
Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and
Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide
a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting
of Awards.


 


(c)              
Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory
Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.


 


(d)             
Adoption Date. The Plan will come into existence on the Adoption Date. No Award may be granted under the Plan prior
to the Adoption Date. Any Award granted prior to the Effective Date is contingent upon timely receipt of stockholder approval to the extent
required under applicable tax, securities and regulatory rules, and satisfaction of any other compliance requirements.


 


2.              Shares Subject to the Plan.


 


(a)              
Share Reserve. Subject to adjustment in accordance with Section 2(d) and any adjustments as necessary to implement any
Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed the sum
of (i) 8,500,000 new shares that were approved at the Company’s 2022 Annual Meeting of Stockholders; plus (ii) 3,260,000 shares
that were approved in connection with the initial adoption of the Plan as of the Effective Date; plus (iii) the Prior Plans’
Available Reserve; plus (iv) the number of Returning Shares, if any, as such shares become available from time to time.


 


(b)             
Fungible Share Counting. Subject to adjustment in accordance with Section 2(d), the number of shares of Common
Stock available for issuance under the Plan will be reduced by: (i) one share for each share of Common Stock issued pursuant to an
Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject
to the Option or SAR on the grant date (each, an “Appreciation Award”); and (ii) 1.23 shares for each share
of Common Stock issued pursuant to any Award (other than an Appreciation Award) (each, a “Full Value Award”).  


 


(c)               Aggregate
Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as
necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options is 57,818,394 shares.


 






    1.


     


    

 


(d)             
Share Reserve Operation.


 


(i)                
Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of
shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep
available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to
such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c),
NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not
reduce the number of shares available for issuance under the Plan.


 


(ii)             
Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not
result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available
for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of
the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather
than Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise or strike price
of an Appreciation Award; (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation
in connection with an Appreciation Award.


 


(iii)           
Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously
issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again
become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure
to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy
the exercise or strike price of an Appreciation Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding
obligation in connection with an Appreciation Award. For each share subject to a Full Value Award that is added back to the Share Reserve
pursuant to this subsection, the number of shares of Common Stock available for issuance under the Plan will increase by 1.23 shares.


 


(iv)            
Shares Not Available For Subsequent Issuance.  Any shares of Common Stock reacquired or withheld (or
not issued) by the Company to satisfy the purchase price of a Full Value Award will no longer be available for issuance under
the Plan, including any shares subject to a Full Value Award that are not delivered to a Participant because such Full Value Award is
settled through a reduction of shares subject to such Full Value Award.  In addition, any shares reacquired or withheld
(or not issued) by the Company to satisfy a tax withholding obligation in connection with a Full Value Award, or any shares
repurchased by the Company on the open market with the proceeds from the purchase price of a Full Value Award will no longer be available
for issuance under the Plan.


 






    2.


     


    

 


3.               Eligibility and Limitations.


 


(a)              
Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive
Awards.


 


(b)             
Specific Award Limitations.


 


(i)                
Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company
or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and
(f) of the Code).


 


(ii)             
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during
any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or
otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according
to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 


(iii)           
Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted
an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant
of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.


 


(iv)            
Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees,
Directors and Consultants who are providing Continuous Service only to any “parent” of the Company (as such term is defined
in Rule 405) unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A
because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply
with the distribution requirements of Section 409A.


 


(v)               Dividends
and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares
of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agreement; provided,
however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares
have vested under the terms of such Award Agreement, (ii) any dividends or dividend equivalents that are credited with respect to
any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Award Agreement
(including, but not limited to, any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with
respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the
Company due to a failure to meet any vesting conditions under the terms of such Award Agreement.


 






    3.


     


    

 


(c)              
Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options is the number of shares specified in Section 2(c).


 


(d)             
Non-Employee Director Compensation Limit.  The aggregate value of all compensation granted or paid, as applicable, to
any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid by
the Company to such Non-Employee Director, will not exceed (i) $500,000 in total value or (ii) in the event such Non-Employee Director
is first appointed or elected to the Board during such calendar year, $750,000 in total value, in each case calculating the value of any
equity awards based on the grant date fair value of such equity awards for financial reporting purposes.


 


4.               Options
and Stock Appreciation Rights.


 


Each Option and SAR will have
such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory
Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory
Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated
in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,
that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement
or otherwise) to the substance of each of the following provisions:


 


(a)              
Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration
of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.


 


(b)             
Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of
each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing,
an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such
Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to
a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.


 


(c)               Exercise
Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of
exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the
Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular
method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the
Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:


 


(i)                
by cash or check, bank draft or money order payable to the Company;


 


(ii)             
pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;


 






    4.


     


    

 


(iii)           
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the
Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise
that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining
balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3)
such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares
are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant
for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;


 


(iv)            
if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will
reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the
date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable
thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or
other permitted form of payment; or


 


(v)              
in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.


 


(d)             
Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant
must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable
to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value
on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being
exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the
form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board
and specified in the SAR Agreement.


 


(e)               Transferability.
Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional
limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the
following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly provided herein,
neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is an Incentive
Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:


 


(i)                
Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution,
and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer
of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including
to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code
and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer
and other agreements required by the Company.


 






    5.


     


    

 


(ii)             
Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format
acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to a domestic relations order.


 


(f)               
Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or
SAR as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and
the Company or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.


 


(g)              
Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other
written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for
Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service,
and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date
of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the
shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.


 


(h)             
Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to
Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise
his or her Option or SAR to the extent vested, but only within the following period of time or, if applicable, such other period of time
provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that
in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):


 


(i)                
three months following the date of such termination if such termination is a termination without Cause (other than any termination
due to the Participant’s Disability or death);


 


(ii)             
 12 months following the date of such termination if such termination is due to the Participant’s Disability;


 


(iii)           
18 months following the date of such termination if such termination is due to the Participant’s death; or


 


(iv)            
18 months following the date of the Participant’s death if such death occurs following the date of such termination but
during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).


 






    6.


     


    

 


Following the date of such termination,
to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior
to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have
no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration
in respect of the terminated Award.


 


(i)                
Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that
the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement
or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates
for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i)
the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such
exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate
the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar
month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last
day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally
without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised
after the expiration of its maximum term (as set forth in Section 4(a)).


 


(j)               
Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for
purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least
six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic
Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in
the event of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued
or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement
or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment
policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with
the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.


 


(k)             
 Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.


 






    7.


     


    

 


5.               Awards Other Than Options and Stock Appreciation Rights.


 


(a)              
Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions
as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through
incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(i)                
Form of Award.


 


(1)              
RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject
to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become vested
or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined
by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company
with respect to any shares subject to a Restricted Stock Award.


 


(2)              
RSUs: A RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock
that is equal to the number of restricted stock units subject to the RSU Award. As a holder of a RSU Award, a Participant is an unsecured
creditor of the Company with respect to the Company's unfunded obligation, if any, to issue shares of Common Stock in settlement of such
Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed
to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other person. A
Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares
are actually issued in settlement of a vested RSU Award).


 


(ii)             
Consideration.


 


(1)              
RSA: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the
Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as the Board
may determine and permissible under Applicable Law.


 


(2)              
RSU: Unless otherwise determined by the Board at the time of grant, a RSU Award will be granted in consideration for the Participant’s
services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than
such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU
Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the
Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU
Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.


 






    8.


     


    

 


(iii)           
 Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU
Award as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant
and the Company or an Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s
Continuous Service.


 


(iv)            
Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between
a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company
may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under
his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement
and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have
no further right, title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration
in respect of the RSU Award.


 


(v)              
Dividends and Dividend Equivalents. Subject to Section 3(b)(v), dividends or dividend equivalents may be paid or credited,
as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board
and specified in the Award Agreement.


 


(vi)            
Settlement of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination
thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the
Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.


 


(b)             
Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals
to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree
such Performance Goals have been attained will be determined by the Board.


 


(c)              
Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,
including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the
Fair Market Value at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding
provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the
persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent
thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.


 






    9.


     


    

 


6.              Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)               Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the
class(es) and maximum number of shares of Common Stock subject to the Plan pursuant to Section 2(a), (ii) the class(es) and maximum
number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a), and (iii) the
class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards.
The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing,
no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization
Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional
shares that might be created by the adjustments referred to in the preceding provisions of this Section.


 


(b)             
Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a
forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution
or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may
be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided,
however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase
or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed
but contingent on its completion.


 


(c)              
Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the
Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.


 


(i)                
Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or
the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or
may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the
Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s
parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)
may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose
to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will
be set by the Board.


 


(ii)              Awards
Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring
corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such
outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by
Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as
the “Current Participants”), the vesting of such Awards (and, with respect to Options and Stock
Appreciation Rights, the time when such Awards may be exercised) will be accelerated in full to a date prior to the effective time
of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines (or, if the
Board does not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction),
and such Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and
any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the effectiveness
of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the occurrence of a
Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of performance,
unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the target level
upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate upon the occurrence of
a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be
made no later than 30 days following the occurrence of the Corporate Transaction.


 






    10.


     


    

 


(iii)           
Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving
corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar
awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held
by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the
Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards
will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.


 


(iv)            
Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised
prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may
not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time,
to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including,
at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection
with such exercise.


 


(d)             
Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant
will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving
the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act
on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.


 


(e)               No
Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any
Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,
any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or
which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or
otherwise.


 


7.               Administration.


 


(a)              
Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the
Plan to a Committee or Committees, as provided in subsection (c) below.


 






    11.


     


    

 


(b)             
Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of
the Plan:


 


(i)                
To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each
Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which
need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment
pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each
such person; and (6) the Fair Market Value applicable to an Award.


 


(ii)             
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any
Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.


 


(iii)           
To settle all controversies regarding the Plan and Awards granted under it.


 


(iv)            
To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will
vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which
it will vest.


 


(v)              
To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation
of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than
normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price
of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.


 


(vi)            
To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations
under any Award granted while the Plan is in effect except with the written consent of the affected Participant.


 






    12.


     


    

 


(vii)         
 To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval
will be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted
before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent
of the affected Participant, and (2) such Participant consents in writing.


 


(viii)       
To submit any amendment to the Plan for stockholder approval.


 


(ix)            
To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but
not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject
to any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights
under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant,
and (2) such Participant consents in writing.


 


(x)              
Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests
of the Company and that are not in conflict with the provisions of the Plan or Awards.


 


(xi)            
To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by,
or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals or employed
outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement
to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).


 


(c)              
Delegation to Committee.


 


(i)                
General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee
of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will
thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with Committee
or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers
previously delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time,
revest in the Board some or all of the powers previously delegated.


 


(ii)              Rule
16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is
available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or
more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or
modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for
such exemption to remain available.


 






    13.


     


    

 


(d)             
Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee
in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.


 


(e)              
 Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the
exercise price or strike price of any outstanding Options or SARs under the Plan, or (ii) cancel any outstanding Options or SARs that
have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Awards under the Plan,
unless the stockholders of the Company have approved such an action within twelve months prior to such an event.


 


(f)               
 Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or
both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted
by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number
of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted
by the Board or any Committee evidencing such delegation will specify the total number of shares of Common Stock that may be subject to
the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted
on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, unless otherwise provided in the
resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may
delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the
Fair Market Value.


 


8.               Tax Withholding


 


(a)              
Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding
from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums
required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the grant, exercise, vesting or settlement of such Award, as applicable.
Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation
to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.


 


(b)              Satisfaction
of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion,
satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of
the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares
of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii)
withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v)
by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.


 






    14.


     


    

 


(c)              
No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company
has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the
Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible
period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to
the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection
with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company,
or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation
and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors
regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each
Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is
at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service
and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option
or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees
or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair
market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.


 


(d)             
Withholding Indemnification.  As a condition to accepting an Award under the Plan, in the event that the amount of the
Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually
withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless
from any failure by the Company and/or its Affiliates to withhold the proper amount.


 


9.              Miscellaneous.


 


(a)              
Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


(b)             
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will
constitute general funds of the Company.


 






    15.


     


    

 



 


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


 


(d)             
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for
exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected
in the records of the Company.


 


(e)              
No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder
or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or
an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate
at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment
of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s
agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated,
as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with
any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future
work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the
Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.


 


(f)               
Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of
his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee
of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of
absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law,
to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to
vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction,
extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right
with respect to any portion of the Award that is so reduced or extended.


 


(g)              Execution
of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents
or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or
intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s
request.


 






    16.


     


    

 


(h)             
Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement
or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto)
or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).
By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any
on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator.
The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by
the Company.


 


(i)               Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy
that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the
Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or
other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable
Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock
or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving
rise to a Participant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive
termination” or any similar term under any plan of or agreement with the Company.


 


(j)               Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the
shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will
not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.


 


(k)             
Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement,
Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have
been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such shares is
free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in
compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.


 


(l)                Effect
on Other Employee Benefit Plans.  The value of any Award granted under the Plan, as determined upon grant, vesting or
settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any
Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan
otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company's or any
Affiliate's employee benefit plans.


 






    17.


     


    

 


(m)           
Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery
of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and
may also establish programs and procedures for deferral elections to be made by Participants. Deferrals by will be made in accordance
with the requirements of Section 409A.


 


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


 


(o)              
Choice of Law. This Plan and any controversy arising out of or relating
to this Plan shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict
of law principles that would result in any application of any law other than the law of the State of Delaware.


 


10.             
Covenants of the Company.


 


(a)               Compliance
with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having
jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon
exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the
Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts
and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel
for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be
relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until such
authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant
to the Award if such grant or issuance would be in violation of any Applicable Law.


 


11.             
Severability.


 


If all or any part of the
Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or
any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which
will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


12.             
Termination of the Plan.


 


The Board may suspend or terminate
the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date,
or (ii) the Effective Date. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 






    18.


     


    

 


13.             
 Definitions.


 


As used in the Plan, the following
definitions apply to the capitalized terms indicated below:


 


(a)               “Acquiring
Entity” means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.


 


(b)              
“Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.


 


(c)              
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at
which “parent” or “subsidiary” status is determined within the foregoing definition.


 


(d)               “Applicable Law” means shall mean any applicable securities, federal, state, foreign, material local
or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule,
regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by
or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as
the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).


 


(e)              
“Award” means any right to receive Common Stock, cash or other property granted under the Plan (including
an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other
Award).


 


(f)               
“Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written
summary of the general terms and conditions applicable to the Award and which is provided to a Participant along with the Grant Notice.


 


(g)              “Board” means the Board of Directors of the Company (or its designee). Any decision or determination
made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision
or determination shall be final and binding on all Participants.


 


(h)              “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to
the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger,
consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large
nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing,
the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 


(i)                “Cause” has the meaning ascribed to such term in any written agreement between the Participant and
the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of
any of the following events: (i) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against
the Company; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the
Company or of any statutory duty owed to the Company; (iii)  such Participant’s unauthorized use or disclosure of the
Company’s confidential information or trade secrets; or (iv) such Participant’s gross misconduct. The determination that a
termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect
to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with respect to Participants
who are not executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated
with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the
rights or obligations of the Company or such Participant for any other purpose.


 






    19.


     


    

 


(j)               
“Change in Control” or “Change of Control” means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary
to avoid adverse personal income tax consequences to the Participant in connection with an Award, also constitutes a Section 409A Change
in Control:


 


(i)                
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the
level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold
of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the
number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of
the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional
voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding
voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)                there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do
not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in
substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such
transaction;


 


(iii)               the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company,
or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)               
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities
of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; or


 


(v)                 
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board
then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 






    20.


     


    

 


Notwithstanding the foregoing
or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term)
in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with
respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set
forth in such an individual written agreement, the foregoing definition shall apply.


 


(k)             
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.


 


(l)               “Committee”
means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation
Committee in accordance with the Plan.


 


(m)             
“Common Stock” means the common stock of the Company.


 


(n)             
“Company” means Marker Therapeutics, Inc., a Delaware corporation.


 


(o)              
“Compensation Committee” means the Compensation Committee of the Board.


 


(p)               “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.
However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”
for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration
Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.


 


(q)             
“Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders
service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders
such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate,
will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering
services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered
to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the
Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted
by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous
Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including
sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may
be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section
409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in
a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section
1.409A-1(h) (without regard to any alternative definition thereunder).


 






    21.


     


    

 


(r)              
“Corporate Transaction” means the consummation, in a single transaction or in a series of related
transactions, of any one or more of the following events:


 


(i)                 a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company
and its Subsidiaries;


 


(ii)                a sale or other disposition of at least 50% of the outstanding securities of the Company;


 


(iii)               a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)               a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


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


 


(t)               
“determine” or “determined” means as determined by the Board
or the Committee (or its designee) in its sole discretion.


 


(u)             
“Disability” means, with respect to a Participant, such Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the
Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(v)              
 “Effective Date” means the date of the annual meeting of stockholders of the Company held in 2020
provided this Plan is approved by the Company’s stockholders at such meeting.


 


(w)            
“Employee” means any person employed by the Company or an Affiliate. However, service solely as a
Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of
the Plan.


 


(x)              
“Employer” means the Company or the Affiliate of the Company that employs the Participant.


 


(y)              
“Entity” means a corporation, partnership, limited liability company or other entity.


 


(z)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(aa)          
“Exchange Act Person” means any natural person, Entity or “group” (within the meaning
of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any
Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or
 “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly
or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding
securities.


 






    22.


     


    

 


(bb)           “Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of
the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:


 


(i)                
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value
will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume
of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.


 


(ii)             
If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the
closing selling price on the last preceding date for which such quotation exists.


 


(iii)           
In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be
determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.


 


(cc)          “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory
body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission,
authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal,
and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization
(including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).


 


(dd)           “Grant
Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes
the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award
or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.


 


(ee)          “Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended
to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(ff)            “Materially
Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights
under the Award. A Participant's rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the
Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant's rights.
For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under
the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii)
to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of
an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive
Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with
or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.


 


(gg)         “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the
Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered
as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item
404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a
business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered
a “non-employee director” for purposes of Rule 16b-3.


 






    23.


     


    

 


(hh)         
“Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does
not qualify as an Incentive Stock Option.


 


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


 


(jj)            
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common
Stock granted pursuant to the Plan.


 


(kk)         “Option Agreement” means a written agreement between the Company and the Optionholder evidencing
the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing
the written summary of the general terms and conditions applicable to the Option and which is provided to a Participant along with the
Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(ll)            “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.


 


(mm)     
“Other Award” means an award based in whole or in part by reference to the Common Stock which is
granted pursuant to the terms and conditions of Section 5(c).


 


(nn)         
“Other Award Agreement” means a written agreement between the Company and a holder of an Other Award
evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of
the Plan.


 


(oo)          
“Own,” “Owned,” “Owner,” “Ownership”
means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to
have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect
to such securities.


 


(pp)           “Participant”
means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds
an outstanding Award.


 


(qq)           “Performance Award” means an Award that may vest or may be exercised or a cash award that may vest
or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted
under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted
by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in
payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or
in part by reference to, or otherwise based on, the Common Stock.


 


(rr)          “Performance
Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals
for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any measure
of performance selected by the Board.


 






    24.


     


    

 


(ss)          “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award
Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the
Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of
Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to
exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the
effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in
nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive
effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives
at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in
the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any
distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and
the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions
or divestitures that are required to expensed under generally accepted accounting principles; (11) to exclude the goodwill and
intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; and (12) to
exclude the effects of the timing of acceptance for review and/or approval of submissions to the U.S. Food and Drug Administration
or any other regulatory body. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic
benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use
for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.


 


(tt)           “Performance Period” means the period of time selected by the Board over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an
Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(uu)         
“Plan” means this Marker Therapeutics, Inc. 2020 Equity Incentive Plan, as amended.


 


(vv)          
“Plan Administrator” means the person, persons, and/or third-party administrator designated by the
Company to administer the day to day operations of the Plan and the Company’s other equity incentive programs.


 


(ww)        
“Post-Termination Exercise Period” means the period following termination of a Participant’s
Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).


 


(xx)          
“Prior Plans’ Available Reserve” means the number of shares available for the grant of new
awards under the Prior Plans as of immediately prior to the Effective Date.


 


(yy)          
“Prior Plans” mean the TapImmune Inc. 2014 Omnibus Stock Ownership Plan and the Tap Immune Inc. 2009
Stock Incentive Plan, each as amended.


 


(zz)           
“Prospectus” means the document containing the Plan information specified in Section 10(a) of the
Securities Act.


 


(aaa)         “Restricted Stock Award” or “RSA” means an Award of shares of Common Stock
which is granted pursuant to the terms and conditions of Section 5(a).


 






    25.


     


    

 


(bbb)     
“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of
a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes
the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable
to the Restricted Stock Award and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement
will be subject to the terms and conditions of the Plan.


 


(ccc)       
“Returning Shares” means shares subject to outstanding stock awards granted under the Prior Plans
and that following the Effective Date: (A)  are not issued because such stock award or any portion thereof expires or otherwise terminates
without all of the shares covered by such stock award having been issued; (B)  are not issued because such stock award or any portion
thereof is settled in cash; (C)  are forfeited back to or repurchased by the Company because of the failure to meet a contingency
or condition required for the vesting of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price;
or (E) are withheld or reacquired to satisfy a tax withholding obligation.


 


(ddd)     
 “RSU Award” or “RSU” means an Award of restricted stock units representing
the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).


 


(eee)       
“RSU Award Agreement” means a written agreement between the Company and a holder of a RSU Award evidencing
the terms and conditions of a RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing
the written summary of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with
the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.


 


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


 


(ggg)      
“Rule 405” means Rule 405 promulgated under the Securities Act.


 


(hhh)     
“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.


 


(iii)          “Section 409A Change in Control” means a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury
Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).


 


(jjj)          
“Securities Act” means the Securities Act of 1933, as amended.


 


(kkk)     
“Share Reserve” means the number of shares available for issuance under the Plan as set forth in
Section 2(a).


 






    26.


     


    

 


(lll)           
“Stock Appreciation Right” or “SAR” means a right to receive the appreciation
on Common Stock that is granted pursuant to the terms and conditions of Section 4.


 


(mmm)    “SAR Agreement” means a written agreement between the Company and a holder of a SAR evidencing the
terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written
summary of the general terms and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice.
Each SAR Agreement will be subject to the terms and conditions of the Plan.


 


(nnn)     
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the
outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective
of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability
company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than 50%.


 


(ooo)      
 “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


(ppp)        
“Trading Policy” means the Company’s policy permitting certain individuals to sell Company
shares only during certain "window" periods and/or otherwise restricts the ability of certain individuals to transfer or encumber
Company shares, as in effect from time to time.


 








    27.