2022 Equity Incentive Plan, As Amended

EX-10.1 2 pharmacyte_ex1001.htm 2022 INCENTIVE STOCK PLAN, AS AMENDED Exhibit 10.1

PHARMACYTE BIOTECH, INC.

2022 EQUITY INCENTIVE PLAN, AS AMENDED

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(As approved by the stockholders on March 30,
2026)

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DEFINITIONS.

Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this PharmaCyte Biotech, Inc. 2022 Equity Incentive Plan, have the following meanings:

“ Administrator ” means the Board of Directors, unless
it has delegated power to act on its behalf to the Committee, in which case the term “Administrator” means the Committee.

“ Affiliate ” means a corporation or other entity,
which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.

“ Agreement ” means a written or electronic document
setting forth the terms of a Stock Right delivered pursuant to the Plan, in such form as the Administrator shall approve.

“ Board of Directors ” means the Board of Directors
of the Company.

“ Cause ” means, with respect to a Participant (a)
dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or nonfeasance of duty, (c) unauthorized
disclosure of confidential information, (d) breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or similar agreement between the Participant and the Company or any Affiliate or any material written policy of the Company
or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any
provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for
termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant.
The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.

“ Change of Control ” means the occurrence of any
of the following events:

Ownership. Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s
then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by
any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does
not approve; or

Merger/Sale of Assets. (A) A merger or consolidation of the
Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or the parent of such entity) more than 50% of the total voting power represented by the voting
securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such
merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a
transaction requiring shareholder approval; or

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Change in Board Composition. A change in the composition of
the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. “ Incumbent Directors ”
shall mean directors who either (A) are directors of the Company as of the date this Plan was initially adopted, or (B) are elected, or
nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors to the Company);

provided, that if any payment or benefit payable hereunder upon
or following a Change of Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of the Code in order to
avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change of Control constitutes
a change in ownership or control of the Company, or a change in ownership of the Company’s assets in accordance with Section 409A
of the Code.

“ Code ” means the United States Internal Revenue
Code of 1986, as amended including any successor statute, regulation and guidance thereto.

“ Committee ” means the committee of the Board of
Directors, if any, to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.

“ Common Stock ” means shares of the Company’s
common stock, $0.0001 par value per share.

“ Company ” means PharmaCyte Biotech, Inc., a Nevada
corporation.

“ Consultant ” means any natural person who is an
advisor or consultant who provides bona fide services to the Company or its Affiliates, provided that such services are not in connection
with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market
for the Company’s or its Affiliates’ securities.

“ Corporate Transaction ” means a merger, consolidation,
or sale of all or substantially all of the Company’s assets or the acquisition of all of the outstanding voting stock of the Company
(or similar transaction) in a single transaction or a series of related transactions by a single entity other than a transaction in which
the Company is the surviving corporation. Where a Corporate Transaction involves a tender offer that is reasonably expected to be followed
by a merger (as determined by the Administrator), the Corporate Transaction will be deemed to have occurred upon consummation of the tender
offer.

“ Disability ” or “ Disabled ” means
permanent and total disability as defined in Section 22(e)(3) of the Code.

“ Employee ” means any employee of the Company or
of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate),
designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.

“ Exchange Act ” means the United States Securities
Exchange Act of 1934, as amended.

“ Fair Market Value ” of a Share of Common Stock means:

If the Common Stock is listed on a national securities exchange or
traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or, if not applicable,
the last price of the Common Stock on the consolidated tape or other comparable reporting system for the trading day on the applicable
date and if such applicable date is not a trading day, the last market trading day prior to such date;

If the Common Stock is not traded on a national securities exchange
but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred
to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price
for the Common Stock at the close of trading in the over-the-counter market for the most recent trading day on which Common Stock was
traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; and

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If the Common Stock is neither listed on a national securities exchange
nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine in compliance with applicable
laws.

“ ISO ” means a stock option intended to qualify as
an incentive stock option under Section 422 of the Code.

“ Non-Qualified Option ” means a stock option which
is not intended to qualify as an ISO.

“ Option ” means an ISO or Non-Qualified Option granted
under the Plan.

“ Participant ” means an Employee, director or Consultant
of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant”
shall include “Participant’s Survivors” where the context requires.

“ Performance-Based Award ” means a Stock Grant or
Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.

“ Performance Goals ” means performance goals determined
by the Committee in its sole discretion and set forth in an Agreement. The satisfaction of Performance Goals shall be subject to certification
by the Committee. The Committee has the authority to take appropriate action with respect to the Performance Goals (including, without
limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals in connection with a
Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.

“ Plan ” means this PharmaCyte Biotech, Inc. 2022
Equity Incentive Plan.

“ SAR ” means a stock appreciation right.

“ Section 409A ” means Section 409A of the Code.

“ Section 422 ” means Section 422 of the Code.

“ Securities Act ” means the United States Securities
Act of 1933, as amended.

“ Shares ” means shares of the Common Stock as to
which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for
which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued
shares or shares held by the Company in its treasury, or both.

“ Stock-Based Award ” means a grant by the Company
under the Plan of an equity award or an equity based award, which is not an Option, or a Stock Grant.

“ Stock Grant ” means a grant by the Company of Shares
under the Plan.

“ Stock Right ” means an ISO, a Non-Qualified Option,
a Stock Grant or a Stock-Based Award or a right to Shares or the value of Shares of the Company granted pursuant to the Plan.

“ Substitute Award ” means an award issued under the
Plan in substitution for one or more equity awards of an acquired company that are converted, replaced or adjusted in connection with
the acquisition.

“ Survivor ” means a deceased Participant’s
legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws
of descent and distribution.

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PURPOSES OF THE PLAN.

The Plan is intended to encourage ownership of
Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people,
to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success
of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.

SHARES SUBJECT TO THE PLAN.

The number of Shares which may be issued from time
to time pursuant to this Plan shall be 7,000,000, 1 or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split,
stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of the Plan, all of which Shares
are eligible to be issued as ISOs.

If an Option ceases to be “outstanding”,
in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares
issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated
or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available
for issuance from time to time pursuant to this Plan; provided, however, that the number of Shares underlying any awards under the Plan
that are retained or repurchased on the exercise of an Option or the vesting or issuance of any Stock Right to cover the exercise price
and/or tax withholding required by the Company in connection with vesting shall not be added back to the Shares available for issuance
under the Plan; and provided, further that, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the
Code. In addition, any Shares repurchased using exercise price proceeds will not be available for issuance under the Plan.

The maximum number of Shares available for grant
under the Plan as ISOs will be 7,000,000. The limits set forth in this Paragraph 3 will be construed to comply with the applicable requirements
of Section 422.

The Administrator may grant Substitute Awards under
the Plan. To the extent consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements
(including applicable stock exchange requirements), Shares issued in respect of Substitute Awards will be in addition to and will not
reduce the shares available under the Plan. Notwithstanding the foregoing, if any Substitute Award is settled in cash or expires, becomes
unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance or retention of Shares, the Shares previously
subject to such award will not be available for future issuance under the Plan. The Administrator will determine the extent to which the
terms and conditions of the Plan apply to Substitute Awards, if at all; provided, however, that Substitute Awards will not be subject
to the limits described in Paragraph 4(c) below.

ADMINISTRATION OF THE PLAN.

The Administrator of the Plan will be the Board
of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall
be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:

Interpret the provisions of the Plan and all Stock
Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

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1 This amount consists of (i) 2,750,000 shares approved
in 2022, (ii) 2,250,000 shares approved in 2025 and (iii) 2,000,000 shares approved in 2026.

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Determine which Employees, directors and Consultants
shall be granted Stock Rights;

Determine the number of Shares for which a Stock
Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate grant date fair value (determined in accordance
with ASC 718) of Stock Rights to be granted and other cash compensation paid to any non-employee director in any calendar year, exceed
$750,000, increased to $1,000,000 in the year in which such non-employee director initially joins the Board of Directors;

Specify the terms and conditions upon which a Stock
Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall be paid on any Stock Right prior to the
vesting of the underlying Shares and except in the case of (i) death, disability or retirement of the Participant or (ii) a Change of
Control, Stock Rights shall not vest, and any right of the Company to restrict or reacquire Shares subject to a Stock Grant shall not
lapse, less than one (1) year from the date of grant and any Stock Right subject to the satisfaction of Performance Goals over a performance
period shall be subject to a performance period of not less than one year, provided that any time-based vesting with respect to such Stock
Right or Stock Grant may accrue incrementally pursuant to the terms of such Stock Right or Stock Grant over such one-year period; and
provided further that, notwithstanding the foregoing, Stock Rights may be granted having time-based vesting of less than one (1) year
from the date of grant so long as no more than five percent (5%) of the Shares reserved for issuance under the Plan pursuant to Paragraph
3(a) above (as adjusted under Paragraph 25 of this Plan) may be granted in the aggregate pursuant to such awards other than Stock Rights
granted to non-employee directors paid in lieu of cash fees;

Amend any term or condition of any outstanding
Stock Right, including without limitation, to reduce or increase the exercise price or purchase price, accelerate the vesting schedule
or extend the expiration date, provided that (i) such term or condition as amended is not prohibited by the Plan; and (ii) any such amendment
shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the
event of death of the Participant the Participant’s Survivors;

Determine and make any adjustments in the Performance
Goals included in any Performance-Based Awards; and

Adopt any sub-plans applicable to residents of
any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable
to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include
additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right;

Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise
determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board
of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.

To the extent permitted under applicable law, the
Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the
Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the
Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as
defined by Rule 16a-1 under the Exchange Act.

ELIGIBILITY FOR PARTICIPATION.

The Administrator will, in its sole discretion,
name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company
or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a
Stock Right to a person in anticipation of such person becoming an Employee, director or Consultant of the Company or of an Affiliate;
provided, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at
or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees. Non-Qualified
Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The
granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify that individual from, participation
in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees,
directors or Consultants.

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TERMS AND CONDITIONS OF OPTIONS.

Each Option shall be set forth in an Option Agreement
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may
provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under
this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company
of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

Non-Qualified Options. Each Option intended to be a Non-Qualified
Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards for any such Non-Qualified Option:

Exercise Price. Each Option Agreement shall state the exercise
price (per share) of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at
least equal to the Fair Market Value per share of the Common Stock on the date of grant of the Option.

Number of Shares. Each Option Agreement shall state the number
of Shares to which it pertains.

Vesting. Each Option Agreement shall state the date or dates
on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue
or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the
attainment of stated goals or events.

Additional Conditions. Exercise of any Option may be conditioned
upon the Participant’s execution of a shareholders agreement in a form satisfactory to the Administrator providing for certain protections
for the Company and its other shareholders, including requirements that:

The Participant’s or the Participant’s Survivors’
right to sell or transfer the Shares may be restricted; and

The Participant or the Participant’s Survivors may be required
to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

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Term of Option. Each Option shall terminate not more than ten
years from the date of the grant or at such earlier time as the Option Agreement may provide.

ISOs. Each Option intended to be an ISO shall be issued only
to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions,
with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 and
relevant regulations and rulings of the Internal Revenue Service:

Minimum Standards. The ISO shall meet the minimum standards
required of Non-Qualified Options, as described in Paragraph 6(a) above, except clause (i) and (v) thereunder.

Exercise Price. Immediately before the ISO is granted, if the
Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

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10% or less of the total combined voting power of all classes of
stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the
Fair Market Value per share of the Common Stock on the date of grant of the Option; or

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More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of
the Fair Market Value per share of the Common Stock on the date of grant of the Option.

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Term of Option. For Participants who own:

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10% or less of the total combined voting power
of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or
at such earlier time as the Option Agreement may provide; or

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More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier
time as the Option Agreement may provide.

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Limitation on Yearly Exercise. To the extent that aggregate
Fair Market Value (determined on the date each ISO is granted) of the Shares with respect to which ISOs are exercisable for the first
time by the Participant in any calendar year exceeds $100,000, such Options shall be treated as Non-Qualified Options even if denominated
ISOs at grant.

Except in connection with a corporate transaction involving the Company
(which term includes, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination or exchange of shares) or as otherwise contemplated by Paragraph 24 below, the
Company may not, without obtaining stockholder approval, (i) amend the terms of outstanding Options to reduce the exercise price of such
Options, (ii) cancel outstanding Options in exchange for Options that have an exercise price that is less than the exercise price value
of the original Options, or (iii) cancel outstanding Options that have an exercise price greater than the Fair Market Value of a Share
on the date of such cancellation in exchange for cash or other consideration.

TERMS AND CONDITIONS OF STOCK GRANTS.

Each Stock Grant to a Participant shall state the
principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines
to be appropriate and in the best interest of the Company, subject to the following minimum standards:

Each Agreement shall state the purchase price per
share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not
be less than the minimum consideration required by the Nevada Revised Statutes, on the date of the grant of the Stock Grant;

Each Agreement shall state the number of
Shares to which the Stock Grant pertains;

Each Agreement shall include the terms of any right
of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time period or attainment of Performance
Goals or such other performance criteria upon which such rights shall accrue and the purchase price therefor, if any; and

Dividends (other than stock dividends to be issued
pursuant to Section 25 of the Plan) may accrue but shall not be paid prior to the time, and may be paid only to the extent that the restrictions
or rights to reacquire the Shares subject to the Stock Grant lapse. Any entitlement to dividend equivalents or similar entitlements will
be established and administered either consistent with an exemption from, or in compliance with the applicable requirements of Section
409A.

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TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.

The Administrator shall have the right to grant
other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without
limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of SARs,
phantom stock awards or restricted stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly
executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in
a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in
the best interest of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate
the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares
shall be issued, provided that dividends (other than stock dividends to be issued pursuant to Section 25 of the Plan) or dividend equivalents
may accrue but shall not be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under
no circumstances may the Agreement covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market Value
per share of Common Stock on the date of grant or (b) expire more than ten years following the date of grant.

PERFORMANCE-BASED AWARDS.

The Committee shall determine whether, with respect
to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify
and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period
until such certification is made by the Committee. The number of Shares issued in respect of a Performance-Based Award determined by the
Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period, and any dividends (other than stock dividends to be issued pursuant to Section 25 of the Plan)
or dividend equivalents that accrue shall only be paid in respect of the number of Shares earned in respect of such Performance-Based
Award.

EXERCISE OF OPTIONS AND ISSUE OF SHARES.

An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include
electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares
as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice
shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator),
shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by
the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall be made
(a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common
Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value equal as of the date
of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised; or (c) at the
discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number
of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which
the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established
with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination
of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator
may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by
Section 422.

The Company shall then reasonably promptly deliver
the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In
determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares
may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including, without
limitation, federal securities laws) that requires the Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.

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PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED
AWARDS AND ISSUE OF SHARES.

Any Stock Grant or Stock-Based Award requiring
payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United
States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for
at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment
to the purchase price of the Stock Grant or Stock-Based Award; or (c) by delivery of a promissory note, if the Board of Directors has
expressly authorized the loan of funds to the Participant for the purpose of enabling or assisting the Participant to effect such purchase;
(d) at the discretion of the Administrator, by any combination of (a) through (c) above; or (e) at the discretion of the Administrator,
by payment of such other lawful consideration as the Administrator may determine.

The Company shall when required by the applicable
Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to
the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining
what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed
by the Company if the Administrator determines it is necessary to comply with any law or regulation (including, without limitation, federal
securities laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

RIGHTS AS A SHAREHOLDER.

No Participant to whom a Stock Right has been granted
shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or issuance
of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and
registration of the Shares in the Company’s share register in the name of the Participant. In addition, at the discretion of the
Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities
Act without registration thereunder.

ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

By its terms, a Stock Right granted to a Participant
shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by
the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant
for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an
ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form
as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the
Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal representative)
and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of
any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right,
shall be null and void.

EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR
DEATH OR DISABILITY.

Except as otherwise provided in a Participant’s
Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate
before the Participant has exercised an Option, the following rules apply:

A Participant who ceases to be an Employee, director
or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause, Disability, or death for which events
there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any Option granted to such Participant to the extent
that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated
in a Participant’s Option Agreement.

| | 9 | |

Except as provided in Subparagraph (c) below, or
Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s
termination of employment.

The provisions of this Paragraph, and not the provisions
of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director
status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination
of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one
year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the
Option.

Notwithstanding anything herein to the contrary,
if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior
to the exercise of an Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the
Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any right to exercise
any Option.

A Participant to whom an Option has been granted
under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability
as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the
Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that, for ISOs, any leave
of absence granted by the Administrator of greater than three months, unless pursuant to a contract or statute that guarantees the right
to reemployment, shall cause such ISO to become a Non-Qualified Option on the date that is six months following the commencement of such
leave of absence.

Except as required by law or as set forth in a
Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status
within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or Consultant of the
Company or any Affiliate.

EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.

Except as otherwise provided in a Participant’s
Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the
Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised:

All outstanding and unexercised Options as of the
time the Participant is notified his or her service is terminated for Cause will immediately be forfeited.

Cause is not limited to events which have occurred
prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior
to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise
of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute
Cause, then the right to exercise any Option is forfeited.

EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

Except as otherwise provided in a Participant’s
Option Agreement:

| | 10 | |

A Participant who ceases to be an Employee, director
or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent
that the Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due to
Disability; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of
the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next
vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting
period prior to the date of the Participant’s termination of service due to Disability.

A Disabled Participant may exercise the Option
only within the period ending one year after the date of the Participant’s termination of service due to Disability, notwithstanding
that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had
not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier, within the originally
prescribed term of the Option.

The Administrator shall make the determination
both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another
agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested,
the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid
for by the Company.

EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in a Participant’s
Option Agreement:

In the event of the death of a Participant while
the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s
Survivors to the extent that the Option has become exercisable but has not been exercised on the date of death; and in the event rights
to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights
that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued
in the current vesting period prior to the Participant’s date of death.

If the Participant’s Survivors wish to exercise
the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding
that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died
and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.

EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED
AWARDS.

In the event of a termination of service (whether
as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant
or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.

For purposes of this Paragraph 18 and Paragraph
19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who
is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone,
to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as
the Administrator may otherwise expressly provide.

In addition, for purposes of this Paragraph 18
and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated
as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee, director or Consultant
of the Company or any Affiliate.

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EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
OTHER THAN FOR CAUSE, DEATH or DISABILITY.

Except as otherwise provided in a Participant’s
Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than termination
for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all forfeiture provisions
or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares
subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have not lapsed.

EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
FOR CAUSE.

Except as otherwise provided in a Participant’s
Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company
or an Affiliate is terminated for Cause:

All Shares subject to any Stock Grant or Stock-Based
Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited
to the Company as of the time the Participant is notified his or her service is terminated for Cause.

Cause is not limited to events which have occurred
prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior
to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent
to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then all Shares subject to any
Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company had a repurchase right on the
date of termination shall be immediately forfeited to the Company.

EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
FOR DISABILITY.

Except as otherwise provided in a Participant’s
Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate
by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date
of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse
periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based
Award through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the
number of days accrued prior to the date of Disability.

The Administrator shall make the determination
both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another
agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested,
the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid
for by the Company.

EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE,
DIRECTOR OR CONSULTANT.

Except as otherwise provided in a Participant’s
Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant
of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed
on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase
lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant
or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the
number of days accrued prior to the Participant’s date of death.

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PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares shall
have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless
and until the following conditions have been fulfilled:

The person who receives a Stock Right shall warrant
to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, for investment,
and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person acquiring such
Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon
the certificate evidencing the Shares issued pursuant to such exercise or such grant of a Stock Right:

“The shares represented by this certificate
have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either
(a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and
(2) there shall have been compliance with all applicable state securities laws.”

DISSOLUTION OR LIQUIDATION OF THE COMPANY.

Upon the dissolution or liquidation of the Company,
all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which
have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however,
that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the
Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock
Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution
or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless
otherwise determined by the Administrator or specifically provided in the applicable Agreement.

ADJUSTMENTS.

Upon the occurrence of any of the following events,
a Participant’s rights with respect to any Stock Right granted to such Participant hereunder shall be adjusted as hereinafter provided,
unless otherwise specifically provided in a Participant’s Agreement.

Stock Dividends and Stock Splits.

If (1) the shares of Common Stock shall be subdivided or combined into
a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding
Common Stock, or (2) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be
appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise, base or purchase
price per share and in the Performance Goals applicable to outstanding Performance-Based Awards to reflect such events. The number of
Shares subject to the limitations in Paragraphs 3(a), 3(b), 3(d) and 4(c) shall also be proportionately adjusted upon the occurrence of
such events.

The Administrator may also make adjustments of the type described in
Paragraph 25(a) above to take into account distributions to stockholders other than those provided for in Paragraphs 25(b) below, or any
other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any
award, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, to the extent applicable.

| | 13 | |

References in the Plan to Shares will be construed to include any stock
or securities resulting from an adjustment pursuant to this Paragraph 25(a).

Corporate Transactions. Upon a Corporate
Transaction, the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor
Board”), may, as to outstanding Options, take any of the following actions: (i) make appropriate provision for the continuation
of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with
respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity; or (ii) upon written notice / to the Participants, provide that such Options must be exercised (either (A) to
the extent then exercisable or (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable
for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such Options
which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration
payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would
have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being
made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For
purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration
for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined
in good faith by the Board of Directors. For the avoidance of doubt, if the per share exercise price of an Option or portion thereof
is equal to or greater than the Fair Market Value of one Share of Common Stock, such Option may be cancelled with no payment due hereunder
or otherwise in respect thereof.

With respect to outstanding Stock Grants or Stock-Based Awards, the
Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants or Stock-Based Awards
on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants or Stock-Based
Awards either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction
or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator
may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant or Stock-Based Award shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of
the number of shares of Common Stock comprising such Stock Grantor Stock-Based Award (to the extent such Stock Grant or Stock-Based Award
is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture
and repurchase rights being waived). For the avoidance of doubt, if the purchase or base price of a Stock Grant or Stock-Based Award or
portion thereof is equal to or greater than the Fair Market Value of one Share of Common Stock, such Stock Grant or Stock-Based Award,
as applicable, may be cancelled with no payment due hereunder or otherwise in respect thereof.

In taking any of the actions permitted under this
Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant,
or all Stock Rights of the same type, identically.

Notwithstanding the foregoing, in the event the
Corporate Transaction also constitutes a Change of Control, then all Options/Stock Rights outstanding on the date of the Corporate Transaction
shall vest in full immediately prior to the occurrence of the Change of Control, unless such Options/Stock Rights are to be assumed by
the acquiring or surviving entity in the Corporate Transaction, in which case they shall retain their original vesting schedule.

A Stock Right may be subject to additional acceleration
of vesting and exercisability upon or after a Change of Control as may be provided in the Agreement for such Stock Right, in any other
written agreement between the Company or any Affiliate and the Participant or in any director compensation policy of the Company.

Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation
are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant
after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance if any,
the number of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to
such recapitalization or reorganization.

| | 14 | |

Adjustments to Stock-Based Awards. Upon the happening of any
of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect
the events described in such Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made
under this Paragraph 25, including, but not limited to the effect of any, Corporate Transaction and Change of Control and, subject to
Paragraph 4, its determination shall be conclusive.

Termination of Awards upon Consummation of Corporate Transaction.
Except as the Administrator may otherwise determine, each Stock Right will automatically terminate (and in the case of outstanding Shares
of restricted Common Stock, will automatically be forfeited) immediately upon the consummation of a Corporate Transaction, other than
(i) any award that is assumed, continued or substituted pursuant to Paragraph 24(b) above, and (ii) any cash award that by its terms,
or as a result of action taken by the Administrator, continues following the consummation of the Corporate Transaction.

ISSUANCES OF SECURITIES.

Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein,
no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior
to any issuance of Shares pursuant to a Stock Right.

The Company will not be obligated to issue any
Shares pursuant to the Plan or to remove any restriction from Shares previously issued under the Plan until: (i) the Company is satisfied
that all legal matters in connection with the issuance of such Shares have been addressed and resolved; (ii) if the outstanding Shares
is at the time of issuance listed on any stock exchange or national market system, the Shares to be issued have been listed or authorized
to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the award have been satisfied or
waived. The Company may require, as a condition to the exercise of an award or the issuance of Shares under an award, such representations
or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act, as amended, or any applicable
state or non-U.S. securities law. Any Shares issued under the Plan will be evidenced in such manner as the Administrator determines appropriate,
including book-entry registration or delivery of stock certificates. In the event that the Administrator determines that stock certificates
will be issued in connection with Shares issued under the Plan, the Administrator may require that such certificates bear an appropriate
legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending the lapse of
the applicable restrictions.

FRACTIONAL SHARES.

No fractional shares shall be issued under the
Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market
Value thereof.

WITHHOLDING.

In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the issuance of a Stock
Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s compensation,
if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed
the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares
of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof,
the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the
definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date. If the Fair Market Value of the
shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in
cash to the Company or the Affiliate employer.

| | 15 | |

TERMINATION OF THE PLAN.

The Plan will terminate on November 14, 2032, the
date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval
by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors
of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date
of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.

AMENDMENT OF THE PLAN AND AGREEMENTS.

The Plan may be amended by the shareholders of
the Company. The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator which the Administrator
determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval including, without
limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted
under the Plan for favorable federal income tax treatment as may be afforded ISOs under Section 422 and to the extent necessary to qualify
the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system
of securities dealers. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his
or her rights under a Stock Right previously granted to such Participant, unless such amendment is required by applicable law or necessary
to preserve the economic value of such Stock Right. With the consent of the Participant affected, the Administrator may amend outstanding
Agreements in a manner which may be adverse to such Participant but which is not inconsistent with the Plan. In the discretion of the
Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing
in this Paragraph 30 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25.

EMPLOYMENT OR OTHER RELATIONSHIP.

Nothing in this Plan or any Agreement shall be
deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to
prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to
be retained in employment or other service by the Company or any Affiliate for any period of time.

SECTION 409A AND SECTION 422.

The Company intends that the Plan and any Stock
Rights granted hereunder be exempt from or comply with Section 409A, to the extent applicable. The Company intends that ISOs comply with
Section 422, to the extent applicable. Any ambiguities in the Plan or any Stock Right shall be construed to effect the intent as described
in this Paragraph 32.

If a Participant is a “specified employee”
as defined in Section 409A (and as applied according to procedures of the Company and its Affiliates) as of such Participant’s separation
from service, to the extent any payment under this Plan or pursuant to a Stock Right constitutes non-exempt deferred compensation under
Section 409A that is being paid by reason of the separation from service, no payments due under this Plan or pursuant to a Stock Right
may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or
(ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in
the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from
service.

The Administrator shall administer the Plan with
a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A or Section 422, as applicable comply with the
requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A or compliant with Section 422, as
applicable, but neither the Administrator nor any member of the Board of Directors, nor the Company nor any of its Affiliates, nor any
other person acting hereunder on behalf of the Company, the Administrator or the Board of Directors shall be liable to a Participant or
any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to a Stock
Right, whether by reason of a failure to satisfy the requirements of Section 409A or Section 422 or otherwise.

| | 16 | |

INDEMNITY.

Neither the Board of Directors nor the Administrator,
nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this
Plan, and the Company hereby agrees to indemnify the members of the Board or Directors, the members of the Committee, and the employees
of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising
from any such act, omission, interpretation, construction or determination to the full extent permitted by law.

CLAWBACK.

Notwithstanding anything to the contrary contained
in this Plan, the Company may recover from a Participant any compensation received from any Stock Right (whether or not settled) or cause
a Participant to forfeit any Stock Right (whether or not vested) in the event that the Company’s Clawback Policy as then in effect
is triggered.

GOVERNING LAW.

This Plan shall be construed and enforced in accordance
with the law of the State of Nevada.

WAIVER OF JURY TRIAL.

By accepting or being deemed to have accepted an
award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law,
any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith,
and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court and not before
a jury. By accepting or being deemed to have accepted an award under the Plan, each Participant certifies that no officer, representative,
or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding
or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be
construed as limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan
or any ward to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes
to binding arbitration as a condition of receiving an award hereunder.

UNFUNDED OBLIGATIONS.

The Company’s obligations under the Plan
are unfunded, and no Participant will have any right to specific assets of the Company in respect of any award under the Plan. Participants
will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.

| | 17 | |