WaferGen
Bio-Systems, Inc. 


2008
Stock Incentive Plan


(as amended)


 


1.                 
Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide
additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


2.                 
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as
defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement,
such definition shall supersede the definition contained in this Section 2.


(a)               
“Administrator” means the Board or any of the Committees appointed to administer the Plan.


(b)              
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 promulgated under the Exchange Act.


(c)               
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate
law of the state of the Company’s incorporation, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


(d)              
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed
by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation
of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the
number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof
which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined
in accordance with the instruments evidencing the agreement to assume the Award.


(e)               
“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock
Unit or other right or benefit under the Plan.


(f)               
“Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company
and the Grantee, including any amendments thereto.

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


(h)              
“Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s
Continuous Service, that such termination is for “Cause” as such term (or word of like import) is expressly defined
in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective
written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance
of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty,
intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to
any agreement that defines “Cause” on the occurrence of or in connection with a Corporate Transaction or a Change in
Control, such definition of “Cause” shall not apply until a Corporate Transaction or a Change in Control actually occurs.






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(i)                
“Change in Control” means a change in ownership or control of the Company affected through either
of the following transactions:


(i)                
the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company
or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant
to a tender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who
are not Affiliates or Associates of the offeror do not recommend such stockholders accept, or


(ii)              
a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who are Continuing Directors.


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


(k)              
“Committee” means any committee composed of members of the Board appointed by the Board to administer
the Plan.


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


(m)            
“Company” means WaferGen Bio-systems, Inc., a Nevada corporation, or any successor entity that adopts
the Plan in connection with a Corporate Transaction.


(n)              
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting
or advisory services to the Company or such Related Entity.


(o)              
“Continuing Directors” means members of the Board who either (i) have been Board members continuously
for a period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected
or nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still
in office at the time such election or nomination was approved by the Board.






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(p)              
“Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity
of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective
termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of
providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before
a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service
shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee
provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive
Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is
not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such three (3) month period.


(q)              
“Corporate Transaction” means any of the following transactions, provided, however, that the Administrator
shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding
and conclusive:


(i)                
a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose
of which is to change the state in which the Company is incorporated;


(ii)              
the sale, transfer or other disposition of all or substantially all of the assets of the Company;


(iii)            
the complete liquidation or dissolution of the Company;


(iv)            
any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender
offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock outstanding
immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities
immediately prior to such merger or the initial transaction culminating in such merger; or


(v)              
acquisition in a single or series of related transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities
but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate
Transaction.






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(r)                
“Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3)
of the Code.


(s)               
“Director” means a member of the Board or the board of directors of any Related Entity.


(t)                
“Disability” means as defined under the long-term disability policy of the Company or the Related Entity
to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related
Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means
that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered
to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its
discretion.


(u)              
“Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends
paid with respect to Common Stock.


(v)              
“Employee” means any person, including an Officer or Director, who is in the employ of the Company or
any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed
and the manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be
sufficient to constitute “employment” by the Company.


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


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


(i)                
If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if
no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


(ii)              
If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source
as the Administrator deems reliable; or



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(iii)            
In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market
Value thereof shall be determined by the Administrator in good faith and in a manner consistent with Applicable Laws.


(y)              
“Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.


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


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


(bb)          
“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


(cc)           
“Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.


(dd)         
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


(ee)           
“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e)
of the Code.


(ff)            
“Performance-Based Compensation” means compensation qualifying as “performance-based compensation”
under Section 162(m) of the Code.


(gg)          
“Plan” means this 2008 Stock Incentive Plan.


(hh)          
“Post-Termination Exercise Period” means the period specified in the Award Agreement and to the extent
required by Applicable Laws, shall be a period of not less than thirty (30) days commencing on the date of termination (other than
termination by the Company or any Related Entity for Cause) of the Grantee’s Continuous Service, or such longer period as
may be required by Applicable Laws upon death or Disability.



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(ii)              
“Related Entity” means any Parent or Subsidiary of the Company.


(jj)              
“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable
stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which
preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award
comparability shall be made by the Administrator and its determination shall be final, binding and conclusive.


(kk)          
“Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any,
and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other
terms and conditions as established by the Administrator.


(ll)              
“Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time
or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the Administrator.


(mm)      
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


(nn)          
“SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established
by the Administrator, measured by appreciation in the value of Common Stock.


(oo)          
“Share” means a share of the Common Stock.


(pp)          
“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.


3.                 
Stock Subject to the Plan.


(a)               
Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant
to all Awards (including Incentive Stock Options) is Fourteen Million Five Hundred Thousand (14,500,000) Shares. Notwithstanding
the foregoing, the maximum aggregate number of Shares which may be issued pursuant to all Awards of Restricted Stock and Restricted
Stock Units is Seven Million Two Hundred Fifty Thousand (7,250,000) Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.


(b)              
Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or
involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which
may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to
the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased
by the Company, such Shares shall become available for future grant under the Plan. To the extent not
prohibited by the listing requirements of The NASDAQ Stock Market LLC (or other established stock exchange or national market system
on which the Common Stock is traded) and Applicable Law, any Shares covered by an Award which are surrendered (i) in payment
of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of
an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued
pursuant to all Awards under the Plan, unless otherwise determined by the Administrator.



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4.                 
Administration of the Plan.


(a)               
Plan Administrator.


(i)                
Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees
who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit
such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3.
Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.


(ii)              
Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or
Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize
one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time.


(iii)            
Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered
Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee)
which is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee”
shall be deemed to be references to such Committee or subcommittee.


(iv)            
Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a),
such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.


(b)              
Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers
given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority,
in its discretion:


(i)                
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;



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(ii)              
to determine whether and to what extent Awards are granted hereunder;


(iii)            
to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;


(iv)            
to approve forms of Award Agreements for use under the Plan;


(v)              
to determine the terms and conditions of any Award granted hereunder;


(vi)            
to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any
such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the
Plan;


(vii)          
to amend the terms of any outstanding Award granted under the Plan, provided that (A) any
amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s
written consent, provided, however, that an amendment or modification that may cause an Incentive Stock Option to become
a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee (B)
the reduction of the exercise price of any Option awarded under the Plan and the base appreciation amount of any SAR awarded under
the Plan shall be subject to stockholder approval and (C) canceling an Option or SAR at a time when its exercise price or
base appreciation amount (as applicable) exceeds the Fair Market Value of the underlying Shares, in exchange for another Option,
SAR, Restricted Stock, or other Award shall be subject to stockholder approval, unless the cancellation and exchange occurs in
connection with a Corporate Transaction. Notwithstanding the foregoing, canceling an Option or SAR in exchange for another Option,
SAR, Restricted Stock, or other Award with an exercise price, purchase price or base appreciation amount (as applicable) that is
equal to or greater than the exercise price or base appreciation amount (as applicable) of the original Option or SAR shall not
be subject to stockholder approval;


(viii)        
to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan; and


(ix)            
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


The express grant in the Plan of
any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator; provided
that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator
or in connection with the administration of this Plan shall be final, conclusive and binding on all persons having an interest
in the Plan.



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(c)               
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or
as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company
or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and
indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure
to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim,
investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation,
action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.


5.                 
Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive
Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director
or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time
to time.


6.                 
Terms and Conditions of Awards.


(a)               
Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee,
Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve
the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable price
related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without
limitation, Options, SARs, sales or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent Rights, and an Award
may consist of one such security or benefit, or two (2) or more of them in any combination or alternative.


(b)              
Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option
shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation,
an Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d)
of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair
Market Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time
by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes
of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or the regulations
promulgated thereunder are amended after the date the Plan becomes effective to provide for a different limit on the Fair Market
Value of Shares permitted to be subject to Incentive Stock Options, then such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such amendment.



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(c)               
Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and
conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies,
and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one
of, or combination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total stockholder return, (iv)
operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating
income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest,
taxes and depreciation, (xvi) economic value added and (xvii) market share. The performance criteria may be applicable to the Company,
Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified
criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. In
addition, the performance criteria shall be calculated in accordance with generally accepted accounting principles, but excluding
the effect (whether positive or negative) of any change in accounting standards and any extraordinary, unusual or nonrecurring
item, as determined by the Administrator, occurring after the establishment of the performance criteria applicable to the Award
intended to be performance-based compensation. Each such adjustment, if any, shall be made solely for the purpose of providing
a consistent basis from period to period for the calculation of performance criteria in order to prevent the dilution or enlargement
of the Grantee’s rights with respect to an Award intended to be performance-based compensation.


(d)              
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption
or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity
acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.


(e)               
Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected
Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria,
or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under
an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of,
and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.



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(f)               
Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of
issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator
from time to time.


(g)              
Individual Limitations on Awards.


(i)                
Individual Option and SAR Limit. The maximum number of Shares with respect to which Options and SARs may be granted
to any Grantee in any calendar year shall be One Million (1,000,000) Shares. The foregoing limitation shall be adjusted proportionately
in connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent required
by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitation with respect to a Grantee,
if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the maximum number of Shares with
respect to which Options and SARs may be granted to the Grantee. For this purpose, the repricing of an Option (or in the case of
a SAR, the base amount on which the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value
of the Common Stock) shall be treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.


(ii)              
Individual Limit for Restricted Stock and Restricted Stock Units. For awards of Restricted Stock and Restricted Stock
Units that are intended to be Performance-Based Compensation, the maximum number of Shares with respect to which such Awards may
be granted to any Grantee in any calendar year shall be Five Hundred Thousand (500,000) Shares. The foregoing limitation shall
be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below.


(h)              
Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time
while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested
Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to
any other restriction the Administrator determines to be appropriate.


(i)                
Term of Award. The term of each Award shall shall be no more than seven  (7) years from the date of grant thereof.
However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term
as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any
period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award.


(j)                
Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime
of the Grantee, only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution
and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator by gift or pursuant
to a domestic relations order to members of the Grantee’s Immediate Family. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation
form provided by the Administrator.



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


7.                 
Award Exercise or Purchase Price, Consideration and Taxes.


(a)               
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


(i)                
In the case of an Incentive Stock Option:


(A)            
granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share
exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


(B)             
granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall
be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


(ii)              
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be such price as is determined by the Administrator.


(iii)            
In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.


(iv)            
In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall
be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


(v)              
In the case of the sale of Shares, the per Share purchase price, if any, shall be such price as is determined by the Administrator.


(vi)            
In the case of other Awards, such price as is determined by the Administrator.


(vii)          
Notwithstanding the foregoing provisions of this Section 7 (a), in the case of an Award issued pursuant to Section 6(d)
, above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument
evidencing the agreement to issue such Award.



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(b)              
Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise
or purchase of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types
of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued
under the Plan the following:


(i)                
cash;


(ii)              
check;


(iii)            
delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator
determines as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable
Law);


(iv)            
surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares
as to which said Award shall be exercised;


(v)              
with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A)
shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B)
shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction;


(vi)            
with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee
may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being
exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined
by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the
number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or


(vii)          
any combination of the foregoing methods of payment.


The Administrator may at any time
or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(b)(iv),
or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares
or which otherwise restrict one or more forms of consideration.


(c)               
Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and
employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise
or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations,
including, but not limited to, by surrender of the whole number of Shares covered by the Award sufficient
to satisfy the minimum applicable tax withholding obligations incident to the exercise or vesting of an Award (reduced to the lowest
whole number of Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax
withholding settled in cash).



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8.                 
Exercise of Award.


(a)               
Procedure for Exercise; Rights as a Stockholder.


(i)                
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator
under the terms of the Plan and specified in the Award Agreement.


(ii)              
An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance
with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which
the Award is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(v).


(b)              
Exercise of Award Following Termination of Continuous Service. To the extent required under Applicable Laws, in the
event of termination of a Grantee’s Continuous Service for any reason other than Disability or death (but not in the event
of a Grantee’s change of status from Employee to Consultant or from Consultant to Employee), such Grantee may, but only during
the Post-Termination Exercise Period (but in no event later than the expiration date of the term of such Award as set forth in
the Award Agreement), exercise the portion of the Grantee’s Award that was vested at the date of such termination or such
other portion of the Grantee’s Award as may be determined by the Administrator. The Grantee’s Award Agreement may provide
that upon the termination of the Grantee’s Continuous Service for Cause, the Grantee’s right to exercise the Award
shall terminate concurrently with the termination of Grantee’s Continuous Service. In the event of a Grantee’s change
of status from Employee to Consultant, an Employee’s Incentive Stock Option shall convert automatically to a Non-Qualified
Stock Option on the day three (3) months and one day following such change of status. To the extent that the Grantee’s Award
was unvested at the date of termination, or if the Grantee does not exercise the vested portion of the Grantee’s Award within
the Post-Termination Exercise Period, the Award shall terminate. If Applicable Laws allow for a shorter or longer Post-Termination
Exercise Period, the Award may be exercised following the termination of a Grantee’s Continuous Service only to the extent
provided in the Award Agreement.


(c)               
Disability of Grantee. To the extent required under Applicable Laws, in the event of termination of a Grantee’s
Continuous Service as a result of his or her Disability, such Grantee may, but only within twelve (12) months from the date of
such termination (or such longer period as specified in the Award Agreement but in no event later than the expiration date of the
term of such Award as set forth in the Award Agreement), exercise the portion of the Grantee’s Award that was vested at the
date of such termination; provided, however, that if such Disability is not a “disability” as such term is defined
in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically
convert to a Non-Qualified Stock Option on the day three (3) months and one day following such termination. To the extent that
the Grantee’s Award was unvested at the date of termination, or if Grantee does not exercise the vested portion of the Grantee’s
Award within the time specified herein, the Award shall terminate. If Applicable Laws allow for a shorter or longer Post-Termination
Exercise Period upon a Grantee’s Continuous Service as a result of Disability, the Award may be exercised following the termination
of a Grantee’s Continuous Service only to the extent provided in the Award Agreement.



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(d)              
Death of Grantee. To the extent required under Applicable Laws, in the event of a termination of the Grantee’s
Continuous Service as a result of his or her death, or in the event of the death of the Grantee during the Post-Termination Exercise
Period or during the twelve (12) month period following the Grantee’s termination of Continuous Service as a result of his
or her Disability, the Grantee’s estate or a person who acquired the right to exercise the Award by bequest or inheritance
may exercise the portion of the Grantee’s Award that was vested as of the date of termination, within twelve (12) months
from the date of death (or such longer period as specified in the Award Agreement but in no event later than the expiration of
the term of such Award as set forth in the Award Agreement). To the extent that, at the time of death, the Grantee’s Award
was unvested, or if the Grantee’s estate or a person who acquired the right to exercise the Award by bequest or inheritance
does not exercise the vested portion of the Grantee’s Award within the time specified herein, the Award shall terminate.
If Applicable Laws allow for a shorter or longer Post-Termination Exercise Period upon a termination of the Grantee’s Continuous
Service as a result of his or her death, the Award may be exercised following the termination of a Grantee’s Continuous Service
only to the extent provided in the Award Agreement.


(e)               
Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable
time periods set forth in this Section 8 is prevented by the provisions of Section 9 below, the Award shall remain exercisable
until one (1) month after the date the Grantee is notified by the Company that the Award is exercisable, but in any event no later
than the expiration of the term of such Award as set forth in the Award Agreement.


9.                 
Conditions Upon Issuance of Shares.


(a)               
If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision
of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares
pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall
be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation
to affect any registration or qualification of the Shares under federal or state laws.


(b)              
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant
at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.



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10.             
Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company and
Section 11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise
or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any
Grantee in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other
increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii)  any
other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or
any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to
stockholders other than a normal cash dividend, the Administrator shall also make such adjustments as provided in this Section
10 or substitute, exchange or grant Awards to effect such adjustments (collectively “adjustments”). Any such adjustments
to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In
connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or other issuance
of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines,
no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment
by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.


11.             
Corporate Transactions and Changes in Control.


(a)               
Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate
Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent
they are Assumed in connection with the Corporate Transaction.


(b)              
Acceleration of Award Upon Corporate Transaction or Change in Control.


(i)                
Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:


(A)            
for the portion of each Award that is Assumed or Replaced, then such Award (if Assumed), the replacement Award (if Replaced),
or the cash incentive program (if Replaced) automatically shall become fully vested, exercisable and payable and be released from
any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares (or other
consideration) at the time represented by such Assumed or Replaced portion of the Award, immediately upon termination of the Grantee’s
Continuous Service if such Continuous Service is terminated by the successor company or the Company without Cause within twelve
(12) months after the Corporate Transaction; and



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(B)             
for the portion of each Award that is neither Assumed nor Replaced, such portion of the Award shall automatically become
fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable
at Fair Market Value) for all of the Shares (or other consideration) at the time represented by such portion of the Award, immediately
prior to the specified effective date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not
terminated prior to such date. For Awards that have an exercise feature, the portion of the Award that is not Assumed shall terminate
under subsection (a) of this Section 11 to the extent not exercised prior to the consummation of such Corporate Transaction.


(ii)              
Change in Control. Except as provided otherwise in an individual Award Agreement, following a Change in Control (other
than a Change in Control which also is a Corporate Transaction) and upon the termination of the Continuous Service of a Grantee
if such Continuous Service is terminated by the Company or Related Entity without Cause within twelve (12) months after a Change
in Control, each Award of such Grantee which is at the time outstanding under the Plan automatically shall become fully vested
and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market
Value), immediately upon the termination of such Continuous Service.


(c)               
Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11
in connection with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under the
Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.


12.             
Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated. Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.


13.             
Amendment, Suspension or Termination of the Plan.


(a)               
The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made
without the approval of the Company’s stockholders to the extent such approval is required by Applicable Laws, or
if such amendment would lessen the stockholder approval requirements of Section 4(b)(vi) or this Section 13(a).


(b)              
No Award may be granted during any suspension of the Plan or after termination of the Plan.


(c)               
No suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall adversely
affect any rights under Awards already granted to a Grantee.



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14.             
Reservation of Shares.


(a)               
The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


(b)              
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed
by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been
obtained.


15.             
No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with
respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the
Company or a Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or
without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will
is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes
of this Plan.


16.             
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit
plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of
any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income
Security Act of 1974, as amended.


17.             
Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and
manner required under Applicable Laws. Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder
approval is not obtained within the time prescribed, and Shares issued on the exercise of any such Award shall not be counted in
determining whether stockholder approval is obtained.


18.             
Information to Grantees. To the extent required by Applicable Laws, the Company shall provide to each Grantee, during
the period for which such Grantee has one or more Awards outstanding, copies of financial statements at least annually. The Company
shall not be required to provide such information to persons whose duties in connection with the Company assure them access to
equivalent information.


19.             
Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable
to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I
of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required
to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such
obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which
the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust
or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company
or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s
creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related
Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.



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20.             
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


21.             
Nonexclusivity of The Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders
of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.



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