OTHER
MATTERS
Upon
written request addressed to our Corporate Secretary at 7299 E Danbro Cres. Mississaugua, Ontario L5N 6P8 from any person solicited
herein, we will provide, at no cost, a copy of our fiscal 2020 Annual Report on Form 10-K as filed with the SEC.
Our
Board of Directors does not know of any matter to be brought before the Annual Meeting other than the matters set forth in the Notice
of Annual Meeting of Stockholders and matters incident to the conduct of the Annual Meeting. If any other matter should properly come
before the Annual Meeting, the persons named in the enclosed proxy card will have discretionary authority to vote all proxies with respect
thereto in accordance with their best judgment.
VIRTUAL
ACCESS TO THE ANNUAL MEETING
The
Annual Meeting of Stockholders will be held virtually via the internet at www.virtualshareholdermeeting.com/WKSP2021 on December
20, 2021 at 9:00 a.m. Eastern Time.
EXHIBIT
1
AMENDED
2015 EQUITY INCENTUVE PLAN
Amended
2015 Equity Incentive Plan
Adopted
by the Board of Directors: June 5, 2015
Termination
Date: June 5, 2025
General.
Eligible
Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.
Available
Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.
Purpose.
The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award
recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide
a means by which the eligible recipients may benefit from increases in value of the Common Stock.
Administration.
Administration
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as
provided in Section 2(c).
Powers
of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
To
determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will
be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise
or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and
(F) the Fair Market Value applicable to a Stock Award.
To
construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully
effective.
To
settle all controversies regarding the Plan and Stock Awards granted under it.
To
accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common Stock
may be issued).
To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination
of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent
except as provided in subsection (viii) below.
To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock
Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements
for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However,
if required by applicable law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder
approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under
the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the
benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased
under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance
under the Plan. Except as provided in the Plan (including subsection (viii) below) or a Stock Award Agreement, no amendment of the Plan
will impair a Participant’s rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected
Participant, and (2) such Participant consents in writing.
To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of Section 422 of the Code regarding Incentive Stock Options.
To
approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but
not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s
rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have
been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially
impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of
any one or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award
as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results
in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422
of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code;
or (D) to comply with other applicable laws.
Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of the Plan or Stock Awards.
To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).
To
effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding
Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2)
Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined
by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common
Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other
action that is treated as a repricing under generally accepted accounting principles.
Delegation
to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be
to the Committee or subcommittee). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the
provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish
the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.
Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following: (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards)
and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock
to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation
will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such
Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement
most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority.
The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to
determine the Fair Market Value pursuant to Section 13(t) below.
Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject
to review by any person and will be final, binding and conclusive on all persons.
Shares
Subject to the Plan.
Share
Reserve.
Subject
to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to
Stock Awards from and after the Effective Date will not exceed approximately 10% of the total equity of the Company, calculated post-increase
of the authorized shares (which currently equals 2,200,000 shares) (the “Share Reserve”).
For
clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to
the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).
Reversion
of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares
covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock),
such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available
for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the
Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that
are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company
in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award
will again become available for issuance under the Plan.
Incentive
Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number
of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 2,200,000 shares of Common Stock.
Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market or otherwise.
Eligibility.
Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other
than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may
not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company,
as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock”
under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin
off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt
from or alternatively comply with the distribution requirements of Section 409A of the Code.
Ten
Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option
is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.
Consultants.
A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of the Company’s
securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to
the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines
that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well
as comply with the securities laws of all other relevant jurisdictions.
Provisions
Relating to Options and Stock Appreciation Rights.
Each
Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option
fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory
Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Stock Award Agreement
will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance
of each of the following provisions:
Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.
Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option
or SAR will be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on
the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price
lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is
granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction
and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will
be denominated in shares of Common Stock equivalents.
Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted
by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.
The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict
the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment.
The permitted methods of payment are as follows:
by
cash, check, bank draft or money order payable to the Company;
pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject
to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds;
by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;
if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent
of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.
Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable
upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant
as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;
according
to a deferred payment or similar arrangement with the Optionholder; provided, however, that interest will compound at least annually
and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and compensation
income to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial
accounting purposes; or
in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.
Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise
of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of
the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under
such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution
may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board
and contained in the Stock Award Agreement evidencing such SAR.
Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as
the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options and SARs will apply:
Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to
subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board
may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly
provided herein, neither an Option nor a SAR may be transferred for consideration.
Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock
Option as a result of such transfer.
Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to
the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant,
will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.
In the absence of such a designation, the executor or administrator of the Participant’s estate will be entitled to exercise the
Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation
of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions
of applicable laws.
Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic
installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when
it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option
or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.
Termination
of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified
in the applicable Stock Award Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable laws
unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.
If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame,
the Option or SAR (as applicable) will terminate.
Extension
of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant
and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than
for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate
on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination of the
Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration
requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition,
unless otherwise provided in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an
Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s
insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that need not
be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous
Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s
insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.
Disability
of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and
the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date
of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following
such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period will not
be less than six (6) months if necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as
set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option
or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.
Death
of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and
the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant
dies within the period (if any) specified in the Stock Award Agreement for exercisability after the termination of the Participant’s
Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death,
but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or
shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with
applicable laws), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the
Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will
terminate.
Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option
or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited
from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.
Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act
of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following
the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which
such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement
(as such term may be defined in the Participant’s Stock Award Agreement, in another agreement between the Participant and the Company,
or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion
of any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity
Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under
any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to
all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.
Early
Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s
Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior
to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 8(m), any unvested shares of Common
Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be
appropriate. Provided that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required
to exercise its repurchase right until at least six (6) months (or such longer or shorter period of time required to avoid classification
of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise
specifically provides in the Option Agreement.
Right
of Repurchase. Subject to the “Repurchase Limitation” in Section 8(m), the Option or SAR may include a provision whereby
the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the
exercise of the Option or SAR.
Right
of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following
receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise
of the Option or SAR. Such right of first refusal will be subject to the “Repurchase Limitation” in Section 8(m). Except
as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any
applicable provisions of the bylaws of the Company.
Provisions
of Stock Awards Other than Options and SARs.
Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board
deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may
be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award
lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms
and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted
Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past
services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.
Vesting.
Subject to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under the Restricted Stock Award Agreement
may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.
Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through
a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as
of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.
Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award
Agreement.
Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.
Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as
the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement
will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of
the following provisions:
Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the
Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that
may be acceptable to the Board, in its sole discretion, and permissible under applicable law.
Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting
of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.
Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.
Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions
or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award
to a time after the vesting of such Restricted Stock Unit Award.
Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award,
as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined
by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be
subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.
Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement,
such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.
Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted
Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the
Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions
may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted
Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.
Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including
the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent
(100%) of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards
provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have
sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted,
the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other
terms and conditions of such Other Stock Awards.
Covenants
of the Company.
Availability
of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding
Stock Awards.
Securities
Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any
Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company
is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the
lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the
grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would
be in violation of any applicable securities law.
No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to
the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise
such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.
Miscellaneous.
Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute
general funds of the Company.
Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event
that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain
terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement as a
result of a clerical error in the papering of the Stock Award Agreement, the corporate records will control and the Participant will
have no legally binding right to the incorrect term in the Stock Award Agreement.
Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance
of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock
Award has been entered into the books and records of the Company.
No
Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or
in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company
or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right of the Company or an Affiliate
to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the
bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate
is incorporated, as the case may be.
Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company
and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Stock Award
to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares subject
to any portion of such Stock Award that is scheduled to vest or become payable after the date of such change in time commitment, and
(y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the
event of any such reduction, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or
extended.
Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans
of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such other limit established in the Code) or otherwise
does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to
the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).
Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is
acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling
or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will
be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered
under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination
is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.
The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.
Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to a Stock Award by any of the following means or by a combination of such means:
(i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued
or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock
are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary
to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award
settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be
set forth in the Stock Award Agreement.
Electronic
Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered
electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant
has access).
Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with
Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still
an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards and determine when,
and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination
of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with
applicable law.
Compliance
with Section 409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder is subject to Section
409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid
the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be
interpreted in accordance with Section 409A of the Code.
Compliance
with Exemption Provided by Rule 12h-1(f). If at the end of the Company’s most recently completed fiscal year: (i) the aggregate
of the number of persons who hold outstanding compensatory employee stock options to purchase shares of Common Stock granted pursuant
to the Plan or otherwise (such persons, “Holders of Options”) equals or exceeds five hundred (500), and (ii)
the Company’s assets exceed $10 million, then the following restrictions will apply during any period during which the Company
does not have a class of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section
15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares of Common Stock to be issued on exercise of the Options
may not be transferred until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange
Act (“Rule 12h-1(f)”), except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to
a guardian upon the disability of the Holder of Options, or (3) to an executor upon the death of the Holder of Options (collectively,
the “Permitted Transferees”); provided, however, the following transfers are permitted: (i) transfers by Holders
of Options to the Company, and (ii) transfers in connection with a change of control or other acquisition involving the Company, if following
such transaction, the Options no longer remain outstanding and the Company is no longer relying on the exemption provided by Rule 12h-1(f);
provided further, that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above,
the Options and shares of Common Stock issuable on exercise of the Options are restricted as to any pledge, hypothecation, or other transfer,
including any short position, any “put equivalent position” as defined by Rule 16a-1(h) promulgated under the Exchange Act,
or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior
to exercise of an Option until the Company is no longer relying on the exemption provided by Rule 12h-1(f); and (C) at any time that
the Company is relying on the exemption provided by Rule 12h-1(f), the Company will deliver to Holders of Options (whether by physical
or electronic delivery or written notice of the availability of the information on an internet site) the information required by Rule
701(e)(3), (4), and (5) promulgated under the Securities Act every six (6) months, including financial statements that are not more than
one hundred eighty (180) days old; provided, however, that the Company may condition the delivery of such information upon the Holder
of Options’ agreement to maintain its confidentiality.
Repurchase
Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement. The repurchase price for vested shares
of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested
shares of Common Stock will be the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii)
their original purchase price. However, the Company will not exercise its repurchase right until at least six (6) months (or such longer
or shorter period of time necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have
elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board.
Adjustments
upon Changes in Common Stock; Other Corporate Events.
Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es)
and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that
may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities
and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be
final, binding and conclusive.
Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company,
all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture
condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation,
and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased
or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided,
however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no
longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.
Corporate
Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided
in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant
or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then,
notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards,
contingent upon the closing or completion of the Corporate Transaction:
arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire
the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);
arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock
Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);
accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date
prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to
the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating if not exercised
(if applicable) at or prior to the effective time of the Corporate Transaction; provided, however, that the Board may require Participants
to complete and deliver to the Company a notice of exercise before the effective date of a Corporate Transaction, which exercise is contingent
upon the effectiveness of such Corporate Transaction;
arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;
cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and
make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over (B)
any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of
the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment
of consideration to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result
of escrows, earn outs, holdbacks or any other contingencies.
The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.
The Board may take different actions with respect to the vested and unvested portions of a Stock Award.
Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the
Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.
Plan
Term; Earlier Termination or Suspension of the Plan.
Plan
Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically
terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the
date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.
No
Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award granted
while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.
Effective
Date of Plan.
This
Plan will become effective on the Effective Date.
Choice
of Law.
The
laws of the State of Nevada will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.
Definitions.
As used in the Plan, the following definitions will
apply to the capitalized terms indicated below:
“Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms
are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned
subsidiary” status is determined within the foregoing definition.
“Board”
means the Board of Directors of the Company.
“Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,
stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or
any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the
Company will not be treated as a Capitalization Adjustment.
“Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and,
in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i)
such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United
States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty
against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of
the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion.
Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of
outstanding Stock Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company
or such Participant for any other purpose.
“Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:
any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the
level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage
threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing
the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result
of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any
additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then
outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be
deemed to occur;
there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to
such transaction;
the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation;
there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; or
individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board
then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.
Notwithstanding
the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in
Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede
the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change
in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply.
“Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.
“Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).
“Common
Stock” means the common stock of the Company.
“Company”
means Franchise Holdings International, Inc., a Nevada corporation.
“Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.
However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”
for purposes of the Plan.
“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or
an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate
a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services
ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will
be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee
of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent
permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether
Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer,
including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.
Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only
to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement
or policy applicable to the Participant, or as otherwise required by law.
“Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:
a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;
a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;
a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or
a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.
“Director”
means a member of the Board.
“Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and
will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
“Effective
Date” means the effective date of this Plan, which is the date this Plan is adopted by the Board.
“Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.
“Entity”
means a corporation, partnership, limited liability company or other entity.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii)
any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.
“Fair
Market Value” means, as of any date, the value of the Common Stock determined by the Board in compliance with Section 409A
of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.
“Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code.
“Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.
“Officer”
means any person designated by the Company as an officer.
“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.
“Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an
Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.
“Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
“Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the
terms and conditions of Section 6(c).
“Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the
terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the
Plan.
“Own,”
“Owned,” “Owner,” “Ownership” A person or Entity will be
deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
“Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.
“Plan”
means this Franchise Holdings International, Inc. 2015 Equity Incentive Plan.
“Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).
“Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions
of the Plan.
“Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).
“Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject
to the terms and conditions of the Plan.
“Rule
405” means Rule 405 promulgated under the Securities Act.
“Rule
701” means Rule 701 promulgated under the Securities Act.
“Securities
Act” means the Securities Act of 1933, as amended.
“Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 5.
“Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right
evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the
terms and conditions of the Plan.
“Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award.
“Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.
“Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock
of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in
which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than fifty percent (50%) .
“Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.