Q LOTUS HOLDINGS, INC.


 


2013 EQUITY INCENTIVE PLAN


 


Adopted
by the Board: February 19, 2013


Approved
by the Stockholders: February 19, 2013


Termination
Date: February 19, 2018


 


1.     
General.


 


(a)              
Purposes. The purposes of the Plan are as follows:


 


(i)                
To provide additional incentive for selected Employees, Directors and Consultants to further the growth, development and
financial success of the Company by providing a means by which such persons can personally benefit through the ownership of capital
stock of the Company; and


 


(ii)              
To enable the Company to secure and retain key Employees, Directors and Consultants considered important to the long-term
success of the Company by offering such persons an opportunity to own capital stock of the Company.


 


(b)              
Eligible Stock Award Recipients. The persons eligible to receive Stock Awards under the Plan are the Employees,
Directors and Consultants of the Company and its Affiliates.


 


(c)               
Available Stock Awards. The following Stock Awards are available under the Plan: (i) Incentive Stock Options;
(ii) Nonstatutory Stock Options; (iii) stock bonuses; and (iv) rights to acquire restricted stock.


 


2.     
Definitions.


 


(a)              
“Affiliate” means:


 


(i)                
with respect to Incentive Stock Options, any “parent corporation” or “subsidiary corporation” of
the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of
the Code, respectively; and


 


(ii)              
with respect to Stock Awards other than Incentive Stock Options, any entity described in paragraph (a) of this Section 2(a),
plus any other corporation, limited liability company, partnership or joint venture, whether now existing or hereafter created
or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (1) the total combined voting
power of all outstanding voting securities or (2) the capital or profits interests of a limited liability company, partnership
or joint venture.


 


(b)              
“Award Shares” means the shares of Common Stock of the Company issued or issuable pursuant to a Stock Award,
including Option Shares issued or issuable pursuant to an Option.


 


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


 






    	 



    	 



    

  


(d)              
“Change in Control” shall mean:


 


(i)                
The direct or indirect sale or transfer, in a single transaction or a series of related transactions, by the stockholders
of the Company of voting securities, in which the holders of the outstanding voting securities of the Company immediately prior
to such transaction or series of transactions hold, as a result of holding Company securities prior to such transaction, in the
aggregate, securities possessing less than twenty percent (20%) of the total combined voting power all outstanding voting securities
of the Company or of the acquiring entity immediately after such transaction or series of related transactions;


 


(ii)              
A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders
of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding
Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately
after such merger or consolidation;


 


(iii)            
A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities
of the Company immediately prior to such merger hold as a result of holding Company securities prior to such transaction, in the
aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities
of the Company or of the acquiring entity immediately after such merger; or


 


(iv)            
The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company
immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate,
securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of
the acquiring entity immediately after such transaction(s).


 


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


 


(f)               
“Committee” means a committee appointed by the Board in accordance with Section 3(c).


 


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


 


(h)              
“Company” means Q Lotus Holdings, Inc., a Nevada corporation.


 


(i)                
“Consultant” means any natural person, including an advisor, engaged by the Company or an Affiliate
to render bona fide services and who is providing such services at the time a Stock Award is granted; provided that the term “Consultant”
shall not include a person who provides services in connection with the offer and sale of securities in a capital-raising transaction
or in connection with promoting or maintaining a market for the Company’s securities.


 






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


 


(k)              
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code and
as interpreted by the Board in each case.


 


(l)                
“Employee” means a regular employee of the Company or an Affiliate, including an Officer or Director,
who is treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified by
the Company or an Affiliate as: (i) leased from or otherwise employed by a third party, (ii) independent contractors,
or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as
an “Employee” (or as not an “Employee”) for purposes of this Plan shall not be altered retroactively even
if that classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. Neither service
as a Director nor receipt of a director’s fee shall be sufficient to make a Director an “Employee.”


 


(m)            
“Fair Market Value” means, as of any date, the value of the Common Stock of the Company determined
as follows:


 


(i)                
If the Common Stock is then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing
sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal
stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such
day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange
on the next preceding day for which a closing sale price is reported;


 


(ii)              
If the Common Stock is not then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports
closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the
over-the-counter market on the date of valuation; or


 


(iii)            
If neither (i) nor (ii) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the
Board in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on all interested
parties.


 


(n)              
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(o)              
“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


(p)              
“Officer” means any person designated by the Board as an officer.


 






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


 


(r)               
“Option Agreement” means a written agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan and
any rules and regulations adopted by the Board and incorporated therein.


 


(s)               
“Optionee” means the Participant to whom an Option is granted or, if applicable, such other person
who holds an outstanding Option.


 


(t)                
“Option Shares” means the shares of Common Stock of the Company issued or issuable pursuant to the
exercise of an Option.


 


(u)              
“Participant” means an Optionee or any other person to whom a Stock Award is granted pursuant to the Plan
or, if applicable, such other person who holds an outstanding Stock Award.


 


(v)              
“Plan” means this 2013 Equity Incentive Plan.


 


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


 


(x)              
“Stock Award” means any right granted under the Plan, including an Option, a stock bonus and a right to
acquire restricted stock.


 


(y)              
“Stock Award Agreement” means a written agreement, including an Option Agreement, between the Company and
a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall
be subject to the terms and conditions of the Plan and any additional rules and regulations adopted by the Board and incorporated
therein.


 


(z)               
“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 ten percent (10%) of the total combined voting power of all classes of stock of the Company or
of any of its Affiliates.


 


(aa)          
“Termination of Service” means:


 


(i)                
With respect to Stock Awards granted to a Participant in his or her capacity as an Employee, the time when the employer-employee
relationship between the Participant and the Company (or an Affiliate) is terminated for any reason, including, without limitation
a termination by resignation, discharge, death or retirement;


 


(ii)              
With respect to Stock Awards granted to a Participant in his or her capacity as a Director, the time when the Participant
ceases to be a Director for any reason, including without limitation a cessation by resignation, removal, failure to be reelected,
death or retirement, but excluding cessations where there is a simultaneous or continuing employment of the former Director by
the Company (or an Affiliate) and the Board expressly deems such cessation not to be a Termination of Service;


 






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(iii)            
With respect to Stock Awards granted to a Participant in his or her capacity as a Consultant, the time when the contractual
relationship between the Participant and the Company (or an Affiliate) is terminated for any reason; and


 


(iv)            
With respect to Stock Awards granted to a Participant in his or her capacity as an Employee, Director or Consultant of an
Affiliate, when such entity ceases to qualify as an Affiliate under this Plan, unless earlier terminated as set forth above.


 


Except as otherwise
herein set forth, the Board, in its absolute discretion, shall determine the effect of all other matters and issues relating to
a Termination of Service.


 


3.     
Administration.


 


(a)              
Administration by Board. The Plan shall be administered by the Board unless and until the Board delegates administration
to a Committee or an Officer, as provided in Section 3(c), below.


 


(b)              
Powers of the Board. The Board shall have the power, except as otherwise provided in the Plan:


 


(i)                
To determine from time to time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when
and how the Stock Awards shall be granted; (C) what type or combination of types of Stock Awards will be granted; (D) the terms
and conditions of each Stock Award granted (which need not be identical), including, without limitation, the transferability or
repurchase of such Stock Awards or Award Shares issuable thereunder, as applicable, and the circumstances under which Stock Awards
become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time,
continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; and (E) the
number of Award Shares subject to a Stock Award that shall be granted to a Participant.


 


(ii)              
To construe and interpret the Plan and Stock Awards granted under it, and to make exceptions to any such provisions in good
faith and for the benefit of the Company, and to establish, amend and revoke rules and regulations for the Plan’s administration.
The Board, in the exercise of its power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


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


 


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


 






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


 


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


 


(vii)          
To amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits
provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock
Options or to bring the Plan or Incentive Stock Options granted under it into compliance therewith.


 


(viii)        
To amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable
than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board
discretion; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless
(a) the Company requests the consent of the affected Participant, and (b) such Participant consents in writing. Notwithstanding
the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the
Board may amend the terms of any one or more Stock Awards if necessary to maintain the qualified status of the Stock Award as an
Incentive Stock Option or to bring the Stock Award into compliance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder.


 


(ix)            
To amend the Plan as provided in Section 15.


 


(x)              
To prescribe and amend the terms of the agreements or other documents evidencing Stock Awards made under this Plan (which
need not be identical).


 


(xi)            
To place such restrictions on the sale or other disposition of Award Shares as may be deemed appropriate by the Board.


 


(xii)          
To determine whether, and the extent to which, adjustments are required pursuant to Section 10.


 


(xiii)        
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.


 


(c)               
Delegation to a Committee. The Board may delegate administration of the Plan to a committee of the Board composed
of not fewer than two (2) members (the “Committee”). If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in
the Plan to the Board shall thereafter be deemed to be references to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan.


 






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(d)              
Effect of Change in Status. The Board shall have the absolute discretion to determine the effect upon
a Stock Award, and upon an individual’s status as an Employee, Consultant or Director under the Plan, including whether a
Participant shall be deemed to have experienced a Termination of Service or other change in status, and upon the vesting, expiration
or forfeiture of a Stock Award or Award Shares issuable in respect thereof, in the case of (i) a Termination of Service for Cause,
(ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between the Company and any Affiliate or
between any Affiliates, (iii) any change in the Participant’s status from an Employee to a Consultant or member of the Board
of Directors, or vice versa, and (v) any Employee who becomes employed by any partnership, joint venture, corporation or other
entity not meeting the requirements of an Affiliate.


 


(e)               
Determinations of the Board. All decisions, determinations and interpretations by the Board regarding this Plan
shall be final and binding on all Participants or other persons claiming rights under the Plan or any Stock Award. The Board shall
consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without limitation,
the recommendations or advice of any Director, Officer or Employee of the Company and such attorneys, consultants and accountants
as it may select. A Participant or other holder of a Stock Award may contest a decision or action by the Board with respect to
such person or Stock Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any
review of such decision or action shall be limited to determining whether the Board’s decision or action was arbitrary or
capricious or was unlawful.


 


(f)               
Arbitration. Any dispute or claim concerning any Stock Awards granted (or not granted) pursuant to the Plan or
any disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding and confidential
arbitration conducted pursuant to the rules of the American Arbitration Association (“AAA”) in the City of Chicago,
Illinois. In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys’ fees
and costs. By accepting a Stock Award, Participants and the Company waive their respective rights to have any such disputes or
claims tried by a judge or jury.


 


4.     
Shares Subject to the Plan.


 


Subject to the provisions
of Section 10 relating to adjustments upon changes in stock, the Award Shares that may be issued pursuant to Stock Awards shall
not exceed in the aggregate 7,500,000 shares of the Company’s Common Stock. Of such amount, 7,500,000 Award Shares may be
issued pursuant to Incentive Stock Options. In the event that (a) all or any portion of any Stock Award granted or offered under
the Plan can no longer under any circumstances be exercised or otherwise become vested, or (b) any Award Shares are reacquired
by the Company which were initially the subject of a Stock Award Agreement, the Award Shares allocable to the unexercised or unvested
portion of such Stock Award, or the Award Shares so reacquired, shall again be available for grant or issuance under the Plan.


 






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5.     
Eligibility.


 


(a)              
General. Incentive Stock Options may be granted only to Employees; all other Stock Awards may be granted only
to Employees, Directors and Consultants. In the event a Participant is both an Employee and a Director, or a Participant is both
a Director and a Consultant, the Stock Award Agreement shall specify the capacity in which the Participant is granted the Stock
Award; provided, however, if the Stock Award Agreement is silent as to such capacity, the Stock Award shall be deemed to
be granted to the Participant as an Employee or as a Consultant, as applicable.


 


(b)              
Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the
exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date
of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.


 


(c)               
Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either
the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule
701”) because of the nature of the services that the Consultant is providing to the Company, because the Consultant is
not a natural person, or because of any other provision of Rule 701, unless the Company determines that such grant need not comply
with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities
laws of all other relevant jurisdictions.


 


6.     
Option Agreement Provisions.


 


Each Option shall be
granted pursuant to a written Option Agreement, signed by an Officer of the Company and by the Optionee, which shall be in such
form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Option Agreements
need not be identical, but each Option Agreement shall include (through incorporation of the provisions hereof by reference in
the Option Agreement or otherwise) the substance of each of the following provisions (except to the extent that any such provision
indicates it is permissible rather than mandatory):


 


(a)              
Term. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date of
its grant or such shorter period specified in the Option Agreement; provided, however, that an Incentive Stock Option granted
to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).


 


(b)              
Exercise Price of an Option. Subject to the provisions of Section 5(b) regarding Incentive Stock
Options granted to Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than the Fair
Market Value of the Common Stock subject to the Option on the date the Option is granted. The Board shall determine the exercise
price of each Nonstatutory Stock Option. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise
price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Incentive
Stock Option is granted pursuant to an assumption of or substitution for another option in a manner consistent with the provisions
of Section 424(a) of the Code.


 






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(c)               
Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid,
to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods
of payment set forth below. The Board shall have 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 methods of payment permitted by this Section 6(c) are:


 


(i)                
by cash or check;


 


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


 


(iii)            
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)            
by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock
issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided,
further, however, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable
thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares
are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;
or


 


(v)              
in any other form of legal consideration that may be acceptable to the Board.


 


(d)              
Transferability. The following restrictions on the transferability of Options shall apply:


 


(i)                
Restrictions on Transfer. An Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionee only by the Optionee; provided, however, that the Board
may, in its sole discretion, permit transfer of the Option to a revocable trust or as otherwise permitted by Rule 701 of the Securities
Act. Notwithstanding the foregoing, however, an Incentive Stock Option shall not be transferable other than by will or the laws
of descent and distribution, and shall be exercisable only by the Optionee during the Optionee’s lifetime, except as otherwise
permitted by the Board and by Sections 421, 422 and 424 of the Code and the regulations and other guidance thereunder.


 






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(ii)              
Domestic Relations Orders. Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic
relations order; provided, however, that if an Option is an Incentive Stock Option, such Option shall be deemed to be a
Nonstatutory Stock Option as a result of such transfer.


 


(iii)            
Beneficiary Designation. Notwithstanding the foregoing, the Optionee may, by delivering written notice to
the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death
of the Optionee, shall thereafter be the beneficiary of an Option with the right to exercise the Option and receive the Common
Stock or other consideration resulting from an Option exercise. In the absence of such a designation, the executor or administrator
of the Optionee’s estate shall be entitled to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.


 


(e)               
Vesting. Each Option shall vest and become exercisable in one or more installments, at such time or times and
subject to such conditions, including without limitation the achievement of specified performance goals or objectives established
with respect to one or more performance criteria, as shall be determined by the Board.


 


(f)               
Termination of Service. In the event of the Termination of Service of an Optionee for any reason (other than
for “Cause,” as defined in a Stock Option Agreement, or upon the Optionee’s death or Disability), the Optionee
may exercise his or her Option, but only within such period of time as is set forth in the Option Agreement (and in no event later
than the expiration of the term of such Option as set forth in the Option Agreement). In the case of an Incentive Stock Option,
such exercise period provided in the Option Agreement shall not exceed three (3) months from the date of termination.


 


(g)              
Disability of Optionee. In the event of a Termination of Service of an Optionee as a result of the Optionee’s
Disability, the Optionee may exercise his or her Option within the period specified in the Option Agreement (in no event to exceed
twelve (12) months from the date of such termination in the case of an Incentive Stock Option), and only to the extent that the
Optionee was entitled to exercise the Option at the date of such termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement).


 


(h)              
Death of Optionee. In the event that (i) an Optionee’s Termination of Service
occurs as a result of the Optionee’s death, or (ii) an Optionee dies within the period (if any) specified in the Option Agreement
after the Optionee’s Termination of Service for a reason other than death, then, notwithstanding Section 6(f) above, the
Option may be exercised (to the extent the Optionee was entitled to exercise such Option as of the date of death) by the Optionee’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise
the option upon the Optionee’s death, but only within the period ending on the earlier of (i) the date that is twelve (12)
months after the date of Termination of Service, or (ii) the expiration of the term of such Option as set forth in the Option Agreement.


 


(i)                
Termination for Cause. In the event of the
Termination of Service of an Optionee for Cause, except as otherwise determined by the Board in the specific situation, all Options
granted to such Optionee shall expire as set forth in the Stock Option Agreement.


 






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(j)                
Extension of Termination Date. An Optionee’s Option Agreement may provide that if the exercise of the Option
following an Optionee’s Termination of Service (other than for Cause or upon the Optionee’s death or Disability) would
be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months after
the termination of the Optionee’s Continuous Service during which the exercise of the Option would not be in violation of
such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement.


 


(k)              
Non-Exempt Employees. Unless otherwise determined by the Board of Directors, no Option granted to an Employee
that is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for
any shares of Common Stock until at least six months following the date of grant of the Option. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be
exempt from his or her regular rate of pay.


 


(l)                
Early Exercise. The Option may, but need not, include a provision whereby the Optionee may elect at any time
prior to a Termination of Service to exercise the Option as to any part or all of the Option Shares prior to the full vesting of
the Option. Any unvested Option Shares so purchased may be subject to an unvested share repurchase option in favor of the Company
or to any other restriction the Board determines to be appropriate.


 


(m)            
Right of Repurchase. The Option Agreement may, but need not, include a provision whereby the Company may elect
to repurchase all or any part of the vested shares of Common Stock acquired by the Optionee pursuant to the exercise of the Option.


 


(n)              
Right of First Refusal. The Option Agreement may, but need not, include a provision whereby the Company may elect
to exercise a right of first refusal following receipt of notice from the Optionee of the intent to transfer all or any part of
the shares of Common Stock received upon the exercise of the Option.


 


7.                 
Provisions of Stock Awards Other Than Options.


 


(a)              
Stock Bonus Awards. Each stock bonus agreement shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate. The terms and conditions of stock bonus agreements may change from time to time, and the terms
and conditions of separate stock bonus agreements need not be identical, but each stock bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions
(except to the extent that any such provision indicates it is permissible rather than mandatory):


 


(i)                
Consideration. A stock bonus may be awarded in consideration for past services actually rendered to the Company
or an Affiliate for its benefit, provided that the Participant remains eligible to receive Stock Awards hereunder at the time of
the award.


 






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(ii)              
Vesting. Award Shares issued pursuant to a stock bonus agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.


 


(iii)            
Termination of Service. In the event of a Termination of Service, the Company may reacquire any or all of
the Award Shares held by the Participant which have or have not vested as of the date of termination under the terms of the stock
bonus agreement.


 


(iv)            
Transferability. Unless otherwise determined by the Board, rights to acquire Award Shares under the stock
bonus agreement shall not be transferable except by will or by the laws of descent and distribution, or, to the extent permitted
by the Board, to a revocable trust or as otherwise permitted by Rule 701 of the Securities Act.


 


(b)              
Restricted Stock Purchase Awards. Each restricted stock purchase agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The terms and conditions of the restricted stock purchase agreements
may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical,
but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement
or otherwise) the substance of each of the following provisions (except to the extent that any such provision indicates it is permissible
rather than mandatory):


 


(i)                
Purchase Price. The purchase price under each restricted stock purchase agreement shall be such amount as
the Board shall determine and designate in such restricted stock purchase agreement, including no consideration or such minimum
consideration as may be required by applicable law.


 


(ii)              
Consideration. The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement,
if any, shall be paid either: (a) in cash at the time of purchase; (b) at the discretion of the Board, according to a deferred
payment or other similar arrangement with the Participant; or (c) in any other form of legal consideration that may be acceptable
to the Board in its discretion.


 


(iii)            
Vesting. Award Shares acquired under the restricted stock purchase agreement may, but need not, be subject
to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.


 


(iv)            
Termination of Service. In the event of a Participant’s Termination of Service, the Company may repurchase
or otherwise reacquire any or all of the Award Shares held by the Participant which have or have not vested as of the date of termination
under the terms of the restricted stock purchase agreement.


 


(v)              
Transferability. Unless otherwise determined by the Board, rights to acquire Award Shares under the restricted
stock purchase agreement shall not be transferable except by will, by the laws of descent and distribution, or, to the extent permitted
by the Board, to a revocable trust or as otherwise permitted by Rule 701 of the Securities Act.


 






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8.                 
Covenants of the Company.


 


(a)              
Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the
number of shares of Common Stock required to satisfy such Stock Awards.


 


(b)              
Compliance with Laws and Regulations. This Plan, the grant and exercise of Stock Awards thereunder, and the obligation
of the Company to sell, issue or deliver Award Shares under such Stock Awards, shall be subject to all applicable federal, state
and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company
shall not be required to register in a Participant’s name or deliver any Award Shares prior to the completion of any registration
or qualification of such Shares under any federal, state or local law or any ruling or regulation of any government body which
the Board shall determine to be necessary or advisable. To the extent the Company is unable to or the Board deems it infeasible
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary or advisable for the lawful issuance and sale of any Award Shares hereunder, the Company shall be relieved of any liability
with respect to the failure to issue or sell such Award Shares as to which such requisite authority shall not have been obtained.
No Option shall be exercisable and no Award Shares shall be issued and/or transferable under any other Stock Award unless a registration
statement with respect to the Award Shares underlying such Stock Award is effective and current or the Company has determined that
such registration is unnecessary.


 


9.                 
Use of Proceeds.


 


Proceeds from the sale
of Award Shares shall constitute general funds of the Company and shall be used for general operating capital of the Company.


 


10.             
Adjustments Upon Change in Common Stock.


 


If any change is made
in the Common Stock subject to the Plan or subject to any Stock Award without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, dividend in property other than cash,
stock split, reverse stock split, liquidating dividend, exchange of shares, change in corporate structure or other distribution
of the Company’s equity securities), the Plan and all outstanding Stock Awards will be appropriately adjusted in the class
and maximum number of shares subject to the Plan and the class and number of shares and price per share of Common Stock subject
to outstanding Stock Awards. Such adjustment shall be made by the Board, the determination of which shall be final, binding and
conclusive.


 


11.             
Adjustments Upon Change in Control.


 


(a)              
The Board shall have the discretion to provide in each Stock Award Agreement the terms and conditions that relate to
(i) vesting of such Stock Award in the event of a Change in Control, and (ii) assumption of such Stock Award Agreements or issuance
of comparable securities under an incentive program in the event of a Change in Control. The aforementioned terms and conditions
may vary in each Stock Award Agreement.


 






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(b)              
If the terms of an outstanding Option Agreement provide for accelerated vesting in the event of a Change in Control,
or to the extent that an Option is vested and not yet exercised, the Board in its discretion may provide, in connection with the
Change in Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having a value
equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Optionee would
have received pursuant to the Change in Control transaction in exchange for the vested Option Shares issuable upon exercise of
the Option had the Option been exercised immediately prior to the Change in Control, and (y) the aggregate exercise price of the
vested Option Shares. If in such case the aggregate exercise price of the vested Option Shares is greater than or equal to the
value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange
for the vested Option Shares had the Option been exercised immediately prior to the Change in Control, then the Option shall be
cancelled and Optionee shall receive no payment for such Option Shares. Upon such purchase, exchange or cancellation, the Option
shall be terminated and Optionee shall have no further rights with respect to such Option.


 


(c)               
Outstanding Options shall terminate and cease to be exercisable upon consummation of a Change in Control except to the
extent that the Options are assumed by the successor entity (or parent thereof) pursuant to the terms of the Change in Control
transaction.


 


12.             
Acceleration of Exercisability and Vesting.


 


The Board shall have
the power to accelerate the time at which any or all Stock Awards may first be exercised or the time during which any or all Stock
Awards or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in any Stock Award stating the
time at which it may first be exercised or the time during which it will vest. By approval of the Plan, the Company’s stockholders
consent to any such accelerations in the Board’s sole discretion.


 


13.             
Dissolution or Liquidation.


 


In the event of a dissolution
or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to such event.


 


14.             
Miscellaneous.


 


(a)              
Stockholder Rights. Neither a Participant nor any person to whom a Stock Award is transferred shall be deemed
to be the holder of, or to have any of the rights of a holder with respect to, any Award Shares unless and until such person has
satisfied all requirements for exercise of the Stock Award pursuant to its terms and the Company has duly issued a stock certificate
for such Award Shares.


 


(b)              
No Employment or Other Service Rights. Nothing in the Plan or any Stock Award Agreement
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at
the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (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 or Certificate of Incorporation
of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate
is incorporated, as the case may be.


 






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(c)               
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 Optionee
during any calendar year (under all plans of the Company and any Affiliates) exceeds One Hundred Thousand Dollars ($100,000), the
Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(d)              
Investment Assurances. The Company may require a Participant, as a condition of exercising an Option or otherwise
acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s
knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory
to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the
Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon
the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration
statement under the Securities Act; or (y) as to any particular requirement, a determination is made by counsel for the Company
that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice
of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate
in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common
Stock.


 


(e)               
Withholding Obligations. The Company may, in its sole discretion, satisfy any federal, state or local tax withholding
obligation relating to a Stock Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (i) 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 Stock Award, provided that no shares of Common Stock are withheld with a value exceeding
the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the
Stock Award as a liability); or (iii) by such other method as may be set forth in the Stock Award Agreement.


 


(f)               
Compliance with Section 409A of the Code. To the extent applicable, the Plan and Stock Award Agreements shall
be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
Effective Date (as defined in Section 17 below). Notwithstanding any provision of the Plan or Stock Award to the contrary, in the
event that following the Effective Date the Board determines that any Stock Award may be subject to Section 409A of the Code and
related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date),
the Board may adopt such amendments to the Plan and the applicable Stock Award Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are
necessary or appropriate to (i) exempt the Stock Award from Section 409A of the Code and/or preserve the intended tax treatment
of the benefits provided with respect to the Stock Award; or (ii) comply with the requirements of Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations
or other guidance that may be issued or amended after the Effective Date.


 






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15.             
Amendment of the Plan.


 


(a)              
In General. The Board at any time, and from time to time, may amend the Plan. However, no amendment shall be
effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment
where the amendment will:


 


(i)                
Increase the number of shares reserved for Stock Awards under the Plan, except as provided in Section 10 relating to adjustments
upon changes in Common Stock;


 


(ii)              
Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder
approval in order for the Plan to satisfy the requirements of Section 422 of the Code); or


 


(iii)            
Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy the
requirements of Section 422 of the Code.


 


(b)              
Amendment to Maximize Benefits. It is expressly contemplated that the Board may amend the Plan in any respect
the Board deems necessary or advisable to provide Participants with the maximum benefits provided or to be provided under the provisions
of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under the Plan into compliance therewith.


 


(c)               
No Impairment. The rights and obligations under any Stock Award granted before any amendment of the Plan shall
not be altered or impaired by such amendment unless the Company requests the consent of the person to whom the Stock Award was
granted and such person consents in writing; provided, however, that notwithstanding anything to the contrary in
this Section 15 or elsewhere in this Plan, no such consent shall be required with respect to any amendment or alteration if the
Board determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the
Company, the Plan or the Stock Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting
standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment
has been adequately compensated.


 






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16.             
Termination or Suspension of the Plan.


 


(a)              
Termination or Suspension. The Board may suspend or terminate the Plan at any time. Unless sooner terminated,
the Plan shall terminate on February 19, 2018 (which shall be within ten (10) years from the date the Plan is adopted by the Board
or approved by the stockholders of the Company, whichever is earlier), and no Stock Awards may be granted under the Plan while
the Plan is suspended or after it is terminated, but Stock Awards and Stock Award Agreements then outstanding shall continue in
effect in accordance with their respective terms.


 


(b)              
No Impairment. Rights and obligations under any Stock Award granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan, except as otherwise provided herein or with the consent of the person
to whom the Stock Award was granted.


 


17.             
Effective Date of Plan.


 


The Plan shall become
effective on February 19, 2013, which is the date that the Plan was adopted by the Board, provided that the stockholders of the
Company approve or have approved the Plan within twelve (12) months of such date (the “Effective Date”). No
Options granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company,
and all Stock Awards granted under the Plan shall be rescinded if stockholder approval of the Plan is not obtained within such
12-month period.


 


18.             
Non-Exclusivity of the Plan


 


Neither the adoption
of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive arrangements as either may deem desirable, including,
without limitation, the granting of stock options or restricted stock otherwise than under this Plan, and such arrangements may
be either generally applicable or applicable only in specific cases.


 


19.             
Liability of the Company.


 


The Company and the
members of the Board shall not be liable to a Participant or any other persons as to: (a) the non-issuance or non-transfer, or
any delay of issuance or transfer, of any Award Shares which results from the inability of the Company to comply with, or to obtain,
or from any delay in obtaining from any regulatory body having jurisdiction, all requisite authority to issue or transfer Award
Shares if counsel for the Company deems such authority reasonably necessary for lawful issuance or transfer of any such shares
and, in furtherance thereof, appropriate legends may be placed on the stock certificates evidencing Award Shares to reflect such
transfer restrictions; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt,
exercise or settlement of any Option or other Stock Award granted hereunder.


 






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20.             
Choice of Law.


 


The laws of the State
of Illinois shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
such state’s conflict of laws rules.


 






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2013


 


EQUITY INCENTIVE PLAN


 


OF


 


 


Q LOTUS HOLDINGS, INC.


 


 


Adopted February 19, 2013


 







 






    	 



    	 



    

 





TABLE OF CONTENTS







 





	 	 	Page
	 	 	 
	1.	General.	1
	 	 	 
	2.	Definitions.	1
	 	 	 
	3.	Administration.	5
	 	 	 
	4.	Shares Subject to the Plan.	7
	 	 	 
	5.	Eligibility.	8
	 	 	 
	6.	Option Agreement Provisions.	8
	 	 	 
	7.	Provisions of Stock Awards Other Than Options.	11
	 	 	 
	8.	Covenants of the Company.	13
	 	 	 
	9.	Use of Proceeds.	13
	 	 	 
	10.	Adjustments Upon Change in Common Stock.	13
	 	 	 
	11.	Adjustments Upon Change in Control.	13
	 	 	 
	12.	Acceleration of Exercisability and Vesting.	14
	 	 	 
	13.	Dissolution or Liquidation.	14
	 	 	 
	14.	Miscellaneous.	14
	 	 	 
	15.	Amendment of the Plan.	16
	 	 	 
	16.	Termination or Suspension of the Plan.	17
	 	 	 
	17.	Effective Date of Plan.	17
	 	 	 
	18.	Non-Exclusivity of the Plan	17
	 	 	 
	19.	Liability of the Company.	17
	 	 	 
	20.	Choice of Law.	18







 






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