Form 8-K

8-K — AMAZE HOLDINGS, INC.

Accession: 0001493152-26-029001

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0001880343

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001880343

2026-06-12

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 12, 2026

AMAZE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41147

87-3905007

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

150

Paularino Ave., Suite D-200, Costa Mesa, CA 92626

(Address

of Principal Executive Office) (Zip Code)

(855)

766-9463

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

AMZE

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.07 Submission of Matters to a Vote of Security Holders.

June 12, 2026, Amaze Holdings, Inc. (the “Company”) held its 2026 Annual Stockholders’ Meeting and the results of each

of the proposals are listed below.

Proposal

For

Against

Withheld

Abstain

Broker

Non-Votes

(1) To elect seven members to the Board

of Directors:

Aaron Day

8,227,168

428,050

Peter Deutschman

8,255,386

399,832

Eric Doan

8,074,498

580,720

Amrapali Gan

8,224,175

431,043

Sandra Hawkins

8,214,430

440,788

Michael Pruitt

8,277,123

378,095

David Yacullo

8,184,275

470,943

Proposal

For

Against

Withheld/Abstain

Broker

Non-Votes

(2) To ratify the appointment

of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

22,356,720

313,485

27,284

(3) To approve the 2026 Equity Incentive

Plan.

7,423,436

1,202,736

29,046

14,042,271

(4) To approve, for purposes of complying

with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of shares of our common stock upon conversion

of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap contained therein.

7,635,482

1,000,055

19,681

14,042,271

(5) To approve an amendment to our Articles

of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 750,000,000.

17,888,766

4,609,327

199,396

(6) To approve, on an advisory basis, the

compensation of the Company’s named executive officers.

7,552,406

1,077,617

25,195

14,042,271

Year

Years

Abstain

Broker

Non-Votes

(7) To approve,

on an advisory basis, the frequency of the advisory vote on executive compensation (every one year, two years, or three years).

3,398,798

183,704

3,638,654

1,434,062

Not applicable.

There

were 45,080,467 shares outstanding as of the record date of the meeting and a total of 22,697,489 shares were cast. The Proposals required

the following votes:

●

Proposal

1 required a plurality of the votes cast.

●

Proposals

2, 3, 4 and 5 required the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting

and entitled to vote on the matter.

●

Proposal

6 was a non-binding advisory vote to be considered by the Company’s Board of Directors when making future decisions regarding

executive compensation.

●

Proposal

7 was an advisory vote with the option receiving the most votes to be considered by the Company’s Board of Directors in determining

the preferred frequency for the advisory vote on executive compensation.

Each

of the seven nominees for director was elected to serve until the 2027 annual meeting of stockholders or until their successors are duly

elected and qualified. Additionally, Proposals 2, 3, 4 and 5 were approved by the requisite vote of stockholders, and stockholders voted

for a three-year frequency for the advisory vote on executive compensation (Proposal 7).

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Exhibit

10.1

Amaze

Holdings, Inc. 2026 Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Amaze

Holdings, Inc.

Date:

June 16, 2026

By:

/s/

Aaron Day

Name:

Aaron Day

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

2026

EQUITY INCENTIVE PLAN

Amaze

Holdings, Inc. (the “Company”) hereby establishes this 2026 Equity Incentive Plan (the “Plan”),

effective April 28, 2026, subject to approval by the shareholders of the Company (“Effective Date”).

Purpose; Eligibility.

1.1

General Purpose. The name of this plan is the 2026 Equity Incentive Plan (the “Plan”). The purpose of the Plan

is to (a) enable Amaze Holdings, Inc. (the “Company”), and any Affiliate to attract and retain the types of Employees,

Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests

of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s

business.

1.2

Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company

and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants

and Directors after the receipt of Awards.

1.3

Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options,

Definitions.

“Affiliate”

means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common

control with, the Company. The Board will have the authority to designate the time or times at which an Affiliate’s status is determined.

“Applicable

Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law,

United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock

are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“Award”

means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right,

a Restricted Award, a Performance Share Award, or a Performance Cash Award.

“Award

Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions

of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant.

Each Award Agreement shall be subject to the terms and conditions of the Plan.

“Beneficial

Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating

the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such

“person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire

by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of

time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board”

means the Board of Directors of the Company, as constituted at any time.

“Cause”

will have the meaning ascribed to such term in the applicable Award Agreement or, if no such definition is provided therein, 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, any state thereof, or any applicable foreign jurisdiction;

(ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any Affiliate;

(iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or

any Affiliate or of any statutory or common law duty owed to the Company or any Affiliate; (iv) such Participant’s unauthorized

use or disclosure of the Company’s or any Affiliate’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 Board or the Committee, in its sole discretion. Any determination by the Board or Committee that the Continuous Service

of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect

upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

With

respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the

following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the Director’s

appointment; (d) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite

having received proper notice of the meetings in advance.

The

Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has

been discharged for Cause.

“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: (i) any Exchange Act Person becomes the owner, directly or indirectly, of securities of the Company representing more

than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation

or similar transaction. Notwithstanding the foregoing, a Change in Control 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, (C) on account

of the acquisition of securities of the Company by any individual who is either an executive officer or a Director; or (D) 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 the conversion of another stockholder’s voting securities or 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; (ii) there is consummated a merger, consolidation or similar

transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar

transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting

securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation

or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger,

consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstanding voting

securities of the Company immediately prior to such transaction. (iii) there is consummated a sale, lease, exclusive license or other

disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license

or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than

50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same

proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or

other disposition; or (iv) individuals who, on the date the Plan is adopted by the Board, are Incumbent Directors (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 the Plan, 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

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 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. To the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have

occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change

in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5)

(without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s consent,

amend the definition of “Change in Control” to conform to the definition of “Change in Control” under Section

409A of the Code, and the regulations thereunder.

“Code”

means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed

to include a reference to any regulations promulgated thereunder.

“Committee”

means a committee of two or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3.3 and

Section 3.4.

“Common

Stock” means the common stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be

designated by the Committee from time to time in substitution thereof.

“Consultant”

means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and

is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.

However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”

for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a registration statement

on Form S-8 under the Securities Act is available to register either the offer or the sale of the Company’s securities to such

person.

“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, Consultant or Director 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. To the extent permitted by law, the Committee 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 Committee 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 of an Award only to such extent as may be provided in

the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,

or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A of the Code,

the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner

that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h)

(without regard to any alternative definition thereunder).

“Deferred

Stock Units (DSUs)” has the meaning set forth in Section 7.2 hereof.

“Director”

means a member of the Board.

“Disability”

means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or

mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof,

the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual

has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining

Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3)

of the Code, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term

disability plan maintained by the Company or any Affiliate in which a Participant participates.

“Disqualifying

Disposition” has the meaning set forth in Section 14.12.

“Effective

Date” shall mean the date on which this Plan is approved by the shareholders of the Company.

“Employee”

means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining

eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation

within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate

shall not be sufficient to constitute “employment” by the Company or an Affiliate.

“Exchange

Act” means the Securities Exchange Act of 1934.

“Exchange

Act Person” means any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange

Act), except that “Exchange Act Person” will not include (i) the Company or any subsidiary of the Company, (ii) any employee

benefit plan of the Company or any subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit

plan of the Company or any subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public

offering of such securities, (iv) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same

proportions as their ownership of stock of the Company; or (v) any natural person, entity or “group” (within the meaning

of Section 13(d) or 14(d) of the Exchange Act) that is the owner, directly or indirectly, of securities of the Company representing more

than 50% of the combined voting power of the Company’s then outstanding securities.

“Fair

Market Value” means, as of the last trading day before the grant of the Award, the value of the Common Stock as determined

below. If the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the

New York Stock Exchange, the NASDAQ Stock Market or the OTC Markets, the Fair Market Value shall be the closing price of a share of Common

Stock as quoted on such exchange or system. In the absence of an established market for the Common Stock, the Fair Market Value shall

be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

“Free

Standing Rights” has the meaning set forth in Section 7.1(a).

“Grant

Date” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an Award

to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such

date as is set forth in such resolution.

“Incentive

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

“Incumbent

Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a Director

subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two-thirds

of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which

such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual initially

elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or

as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an

Incumbent Director.

“Non-Employee

Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

“Non-qualified

Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

“Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated

thereunder.

“Option”

means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to 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.

“Option

Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

“Participant”

means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding

Award.

“Performance

Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 7.4.

“Performance

Criteria” means the one or more criteria that the Board or Committee (as applicable) will select for purposes of establishing

the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be

based on any one of, or combination of, the following as determined by the Board or Committee (as applicable): (i) earnings (including

earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation

and amortization; (iv) earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest,

taxes, depreciation, amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation,

amortization, legal settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation,

amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) total stockholder

return; (ix) return on equity or average stockholder’s equity; (x) return on assets, investment, or capital employed; (xi) stock

price; (xii) margin (including gross margin); (xiii) income (before or after taxes); (xiv) operating income; (xv) operating income after

taxes; (xvi) pre-tax profit; (xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases in revenue or product revenue;

(xx) expenses and cost reduction goals; (xxi) improvement in or attainment of working capital levels; (xxii) economic value added (or

an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share price performance; (xxvii) debt

reduction; (xxviii) implementation or completion of projects or processes; (xxix) stockholders’ equity; (xxx) capital expenditures;

(xxxi) debt levels; (xxxii) operating profit or net operating profit; (xxxiii) workforce diversity; (xxxiv) growth of net income or operating

income; (xxxv) employee retention; (xxxvi) client satisfaction; budget management; (xxxviii) entry into or completion of strategic partnerships

or transactions (including in-licensing and out-licensing of intellectual property); and (xxxix) completion of acquisitions or business

expansion.

“Performance

Goals” means, for a Performance Period, the one or more goals established by the Board or Committee (as applicable) for the

Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or

more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one

or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) by the Board or Committee

(as applicable) (ii) in the Award Agreement at the time the Award is granted or (iii) in such other documented agreement between the

Company and the Participant setting forth the Performance Goals at the time the Performance Goals are established, the Board or Committee

(as applicable) may appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance

Period, including without limitation as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange

rate effects; (3) to exclude the effects of changes in the Company’s fiscal year, and changes to tax laws, generally accepted accounting

principles, or other laws and regulations affecting reported results; (4) to exclude the effects of items that are “unusual”

in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive

effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at

targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the

outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,

merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common

stockholders other than regular cash dividends; (9) to exclude the effects of stock-based compensation and the award of bonuses under

the Company’s bonus plans, if any; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that

are required to be expensed under generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment

charges that are required to be recorded under generally accepted accounting principles; or (12) to exclude litigation or claim judgments

or settlements. In addition, the Board or Committee (as applicable) retains the discretion to reduce or eliminate the compensation or

economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects

to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding

to the degree of achievement as specified in the Performance Share Award Agreement or the written terms of a Performance Cash Award.

“Performance

Period” means the period of time selected by the Board or Committee (as applicable) over which the attainment of one or more

Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Share

Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board

or Committee (as applicable).

“Performance

Share Award” means any Award granted pursuant to Section 7.3 hereof.

“Performance

Share” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon the performance

of the Company during a Performance Period, as determined by the Committee.

“Permitted

Transferee” means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent, stepparent,

grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,

or sister-in-law, including adoptive relationships), any person sharing the Optionholder’s household (other than a tenant or employee),

a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder)

control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests;

(b) third parties designated by the Committee in connection with a program established and approved by the Committee pursuant to which

Participants may receive a cash payment or other consideration in consideration for the transfer of a Non-qualified Stock Option; and

“Plan”

means this 2026 Equity Incentive Plan, as amended and/or amended and restated from time to time.

“Related

Rights” has the meaning set forth in Section 7.1(a).

“Restricted

Award” means any Award granted pursuant to Section 7.2(a).

“Restricted

Period” has the meaning set forth in Section 7.2(a).

“Rule

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

“Securities

Act” means the Securities Act of 1933.

“Stock

Appreciation Right” means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise, an amount payable

in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied by the excess

of (a) the Fair Market Value of a share of Common Stock, over (b) the exercise price specified in the Stock Appreciation Right Award

Agreement.

“Stock

for Stock Exchange” has the meaning set forth in Section 6.4.

“Ten

Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

Administration.

3.1

Authority of Committee. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board.

Subject to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization

conferred by the Plan, the Committee shall have the authority:

(a)

to construe and interpret the Plan and apply its provisions;

(b)

to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

(c)

to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d)

to delegate its authority to one or more Officers of the Company with respect to Awards that do not involve “insiders” within

the meaning of Section 16 of the Exchange Act;

(e)

to determine when Awards are to be granted under the Plan and the applicable Grant Date;

(f)

from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;

(g)

to determine the number of shares of Common Stock to be made subject to each Award;

(h)

to determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;

(i)

to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting

provisions, and to specify the provisions of the Award Agreement relating to such grant;

(j)

to determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures that

will be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned by a Participant;

(k)

to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding

Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations

under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment

shall also be subject to the Participant’s consent;

(l)

to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of

their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under

the Company’s employment policies;

(m)

to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers

anti-dilution adjustments;

(n)

to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument

or agreement relating to, or Award granted under, the Plan; and

(o)

to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration

of the Plan.

The

Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification effects

a repricing, shareholder approval shall be required before the repricing is effective.

3.2

Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding

on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.3

Delegation. The Committee or, if no Committee has been appointed, the Board may delegate administration of the Plan to a committee

or committees of two or more members of the Board, and the term “Committee” shall apply to any persons to whom such

authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee

is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee),

subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.

The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee

shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee,

add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies,

however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee

comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority

of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations

prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business

as it may determine to be advisable.

3.4

Committee Composition. The Committee shall consist solely of two or more Non-Employee Directors, unless determined otherwise by

the Board. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3.

However, if the Board intends to satisfy such exemption requirements with respect to any insider subject to Section 16 of the Exchange

Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors.

Within the scope of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are

not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the

Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

3.5

Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee,

and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including

attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein,

to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award

granted under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement has

been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment

in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding

that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the

Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however,

that within 60 days after institution of any such action, suit or proceeding, such Committee shall, in writing, offer the Company the

opportunity at its own expense to handle and defend such action, suit or proceeding.

Shares Subject to the Plan.

4.1

Subject to adjustment in accordance with Section 11 and 4.2 and 4.4 below, Shares authorized for Awards granted under the Plan on and

after the Effective Date shall not exceed 8,300,000 shares. No more than 8,300,000 shares of Common Stock may be granted as Incentive

Stock Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required

to satisfy such Awards. Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized

and unissued shares, treasury shares or shares reacquired by the Company in any manner.

4.2

If any shares subject to an Award granted under the Plan are forfeited, an Award granted under the Plan expires or otherwise terminates

without issuance of shares, or an Award granted under the Plan is settled for cash (in whole or in part) or otherwise does not result

in the issuance of all or a portion of the shares subject to such Award (except as described below with respect to stock settled Stock

Appreciation Rights), such shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance,

again be available for grant under the Plan in accordance with Section 4.3 below. Notwithstanding anything to the contrary contained

herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares

are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation,

or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.

4.3

Any shares that again become available for Awards under the Plan pursuant to this Section shall be added as one share for every one share

subject to the Awards.

4.4

Evergreen Provision. On January 1 of each calendar year beginning with January 1, 2027 and continuing through and including January

1, 2036, the number of shares of Common Stock available for issuance under the Plan shall automatically increase by a number of shares

equal to 9.99% of the total number of shares of Common Stock issued and outstanding on December 31 of the immediately preceding calendar

year; provided, however, that the Board may act prior to January 1 of any calendar year to provide that there shall be no such increase

for such year or that the increase shall be a lesser number of shares than would otherwise occur pursuant to this Section 4.4. Any shares

added to the Plan pursuant to this Section 4.4 shall not require additional shareholder approval. Shares added pursuant to this Section

4.4 may be issued as Incentive Stock Options, subject to the aggregate Incentive Stock Option limit set forth in Section 4.1.

Eligibility.

5.1

Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options

may be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably expected to

become Employees, Consultants and Directors following the Grant Date.

5.2

Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise

Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the expiration

of five years from the Grant Date.

Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be

subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected

in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-Qualified 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. Notwithstanding the foregoing, the Company shall have no liability to any Participant or

any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined

to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option

do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option

shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following

provisions:

6.1

Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable

after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be determined

by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration of 10 years from the Grant

Date.

6.2

Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, the

Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject

to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price

lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option

in a manner satisfying the provisions of Section 424(a) of the Code.

6.3

Exercise Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option shall be not less

than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified

Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted

pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.4

Consideration. The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted

by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in

the discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid by: (i) delivery

to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal

to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the

Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation

equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between

the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”);

(ii) a “cashless” exercise program established with a broker; (iii) by reduction in the number of shares of Common Stock

otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time

of exercise; (iv) any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to

the Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an Option

that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from the Company, shall

be paid only by shares of the Common Stock of the Company that have been held for more than six months (or such longer or shorter period

of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for

which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system)

an exercise by a Director or Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension

of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited

with respect to any Award under this Plan.

6.5

Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws

of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding

the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a

third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.6

Transferability of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Committee, be

transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the

Non-qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except

by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.

Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company,

designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.7

Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but

need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which

may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may

vary. No Option may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide

for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

6.8

Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of

which have been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s

death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such

Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months (except

for Non-qualified Stock Options which shall be six months) following the termination of the Optionholder’s Continuous Service or

(b) the expiration of the term of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service

is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable.

If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option

shall terminate.

6.9

Extension of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option following

the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance of

shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities

law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on the earlier of (a) the

expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after termination of the Participant’s

Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of

such registration or other securities law requirements.

6.10

Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous

Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent

that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending

on the one year anniversary of the termination as a result of the Optionholder’s Disability. If, after termination, the Optionholder

does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.

6.11

Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service

terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled

to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the

Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but only within

the period ending on the one year anniversary of the Optionholder’s death. If, after the Optionholder’s death, the Option

is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

6.12

Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant)

of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar

year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according

to the order in which they were granted) shall be treated as Non-qualified Stock Options.

Provisions of Awards Other Than Options.

7.1

Stock Appreciation Rights.

(a)

General. Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation

Right so granted shall be subject to the conditions set forth in this Section 7.1, and to such other conditions not inconsistent with

the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone (“Free Standing

Rights”) or in tandem with an Option (“Related Rights”) granted under the Plan.

(b)

Grant Requirements. Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time the Option

is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive

Stock Option must be granted at the same time the Incentive Stock Option is granted.

(c)

Term of Stock Appreciation Rights. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee;

provided, however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.

(d)

Vesting of Stock Appreciation Rights. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in

periodic installments that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions

on the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation

Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but shall

not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right upon the occurrence

of a specified event.

(e)

Exercise and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company an

amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by the

excess of (i) the Fair Market Value of a share of Common Stock, over (ii) the exercise price specified in the Stock Appreciation Right

or related Option. Payment with respect to the exercise of a Stock Appreciation Right shall be made on the date of exercise. Payment

shall be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability,

as determined by the Committee in its sole discretion), cash or a combination thereof, as determined by the Committee.

(f)

Exercise Price. The exercise price of a Free Standing Right shall be determined by the Committee, but shall not be less than 100%

of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right granted simultaneously

with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise

price as the related Option and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation

Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation

Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may be granted in tandem with

an Option unless the Committee determines that the requirements of Section 7.1(b) are satisfied.

(g)

Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of Common Stock for which

any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been exercised.

The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise of any related

Option by the number of shares of Common Stock for which such Option has been exercised.

(h)

Transferability of Stock Appreciation Rights. A Free Standing Right may, in the sole discretion of the Committee, be transferable

to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the Free Standing

Right does not provide for transferability, then the Free Standing Right shall not be transferable except by will or by the laws of descent

and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing,

the Participant may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who,

in the event of the death of the Participant, shall thereafter be entitled to exercise the Free Standing Right. A Related Right granted

simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall be transferable

only upon the same terms and conditions as the related Option.

7.2

Restricted Awards.

(a)

General. A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical

Common Stock units (“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number

of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise

disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose

for such period (the “Restricted Period”) as the Committee shall determine. Each Restricted Award granted under the

Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions set forth in this

Section 7.2, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

(b)

Restricted Stock and Restricted Stock Units. Each Participant granted Restricted Stock shall execute and deliver to the Company

an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such

Restricted Stock. If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered

to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute

and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power

with respect to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of

Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions

set forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock,

including the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and stock dividends

with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited

on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or

stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable)

shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market

Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited,

the Participant shall have no right to such dividends.

(i)

The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock shall

be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of

any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. The Committee

may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence

of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the

Committee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with cash and stock

dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents

shall be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common

Stock or, if later, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock). Dividend

Equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount

of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee.

Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit or Deferred Stock

Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock

having a Fair Market Value equal to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement

of such Restricted Stock Unit or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred Stock Unit is forfeited, the Participant

shall have no right to such Dividend Equivalents. Dividend Equivalents will be deemed re-invested in additional Restricted Stock Units

or Deferred Stock Units based on the Fair Market Value of a share of Common Stock on the applicable dividend payment date and rounded

down to the nearest whole share.

(c)

Restrictions.

(i)

Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period,

and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the

Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability

set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement;

and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant

to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

(ii)

Restricted Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of

the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable

Award Agreement, and to the extent such Restricted Stock Units or Deferred Stock Units are forfeited, all rights of the Participant to

such Restricted Stock Units or Deferred Stock Units shall terminate without further obligation on the part of the Company and (B) such

other terms and conditions as may be set forth in the applicable Award Agreement.

(iii)

The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock, Restricted Stock Units and Deferred

Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the

date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, such action is appropriate.

(d)

Restricted Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time

or times set forth on a schedule established by the Committee in the applicable Award Agreement.

Restricted Award may be granted or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required to,

provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

(e)

Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect

to any shares of Restricted Stock, the restrictions set forth in Section 7.2(c) and the applicable Award Agreement shall be of no further

force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used,

upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the stock certificate

evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired

(to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such

Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted

Stock Units, or at the expiration of the deferral period with respect to any outstanding Deferred Stock Units, the Company shall deliver

to the Participant, or his or her beneficiary, without charge, one share of Common Stock for each such outstanding vested Restricted

Stock Unit or Deferred Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect

to each such Vested Unit in accordance with Section 7.2(b)(i) hereof and the interest thereon or, at the discretion of the Committee,

in shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon, if any; provided, however,

that, if explicitly provided in the applicable Award Agreement, the Committee may, in its sole discretion, elect to pay cash or part

cash and part Common Stock in lieu of delivering only shares of Common Stock for Vested Units. If a cash payment is made in lieu of delivering

shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which

the Restricted Period lapsed in the case of Restricted Stock Units, or the delivery date in the case of Deferred Stock Units, with respect

to each Vested Unit.

(f)

Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form as

the Company deems appropriate.

7.3

Performance Share Awards.

(a)

Grant of Performance Share Awards. Each Performance Share Award granted under the Plan shall be evidenced by an Award Agreement.

Each Performance Share Award so granted shall be subject to the conditions set forth in this Section 7.3, and to such other conditions

not inconsistent with the Plan as may be reflected in the applicable Award Agreement. The Committee shall have the discretion to determine:

(i) the number of shares of Common Stock or stock-denominated units subject to a Performance Share Award granted to any Participant;

(ii) the performance period applicable to any Award; (iii) the conditions that must be satisfied for a Participant to earn an Award;

and (iv) the other terms, conditions and restrictions of the Award.

(b)

Earning Performance Share Awards. The number of Performance Shares earned by a Participant will depend on the extent to which

the performance goals established by the Committee are attained within the applicable Performance Period, as determined by the Committee.

No payout shall be made with respect to any Performance Share Award except upon written certification by the Committee that the minimum

threshold performance goal(s) have been achieved.

7.4

Performance Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess of $50,000) that is payable

contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the

completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance

Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance

Goals have been attained will be conclusively determined by the Board or Committee, in its sole discretion. The Board may specify the

form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option

for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other

property.

Securities Law Compliance. Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder

unless and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with

to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered

to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. The Company shall

use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as

may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this

undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable

pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency

the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company

shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards unless and until such authority

is obtained.

Use of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute

general funds of the Company.

10.

Miscellaneous.

10.1

Acceleration of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award may first

be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions

in the Award stating the time at which it may first be exercised or the time during which it will vest.

10.2

Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of,

or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant

has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary

or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior

to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.

10.3

No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall

confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award

was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice

and with or without Cause or (b) the service of a Director pursuant to the By-laws 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.

10.4

Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to

result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate

to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if

the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the

leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the extent inconsistent

with Section 409A of the Code if the applicable Award is subject thereto.

10.5

Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee,

the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common

Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to

the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold

shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition

of Common Stock under the 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 (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the

Company.

11.

Adjustments Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the

Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction

such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization

occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and

Stock Appreciation Rights, the maximum number of shares of Common Stock subject to all Awards stated in Section 4 and the maximum number

of shares of Common Stock with respect to which any one person may be granted Awards during any period stated in Section 4 will be equitably

adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to

the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless

the Committee specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall,

in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension

or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock

Options, ensure that any adjustments under this Section 11 will not constitute a modification of such Non-qualified Stock Options within

the meaning of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which does not adversely

affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment

hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

12.

Effect of Change in Control.

12.1

Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:

(a)

In the event of a Change in Control, all Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100%

of the shares subject to such Options or Stock Appreciation Rights, and the Restricted Period shall expire immediately with respect to

100% of the shares of Restricted Stock or Restricted Stock Units.

(b)

With respect to Performance Share Awards and Performance Cash Awards, in the event of a Change in Control, all incomplete Performance

Periods in respect of such Award in effect on the date the Change in Control occurs shall end on the date of such change and the Committee

shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such

audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable Participant

partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee’s determination

of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable “target” levels of

performance have been attained, or on such other basis determined by the Committee.

the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner

and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common

Stock subject to their Awards.

12.2

In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice

to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,

the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company

in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock

Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee

may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

12.3

The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,

consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially

all of the assets and business of the Company and its Affiliates, taken as a whole.

13.

Amendment of the Plan and Awards.

13.1

Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided

in Section 11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall be effective unless approved

by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws. At the time of such

amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

13.2

Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval.

13.3

Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary

or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the

provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred

compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.4

No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of

the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

13.5

Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided,

however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award

unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14.

General Provisions.

14.1

Forfeiture Events. Each Award and the Participant’s rights, payments and benefits with respect to an Award shall be subject

to reduction, cancellation, forfeiture or recoupment upon the occurrence of the events described below, in addition to applicable vesting

conditions of an Award. Such events include a breach of a duty of confidentiality, competing with the Company, soliciting Company personnel

after employment is terminated, failure to assign any invention or technology to the Company if such assignment is a condition of employment

or any other agreements between the Company and the Participant, a termination of the Participant’s Continuous Service for Cause,

violation of the Company’s insider trading policy, or other conduct by the Participant that is detrimental to the business or reputation

of the Company and/or its Affiliates as determined by the Board.

14.2

Clawback. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government

regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant

to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law,

government regulation or stock exchange listing requirement).

14.3

Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation

arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable

or applicable only in specific cases.

14.4

Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities,

tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations

and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan,

but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

14.5

Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity

to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent

the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under an Award. The

Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest

or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures

that the Committee deems advisable for the administration of any such deferral program.

14.6

Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any

special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.7

Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section 11.

14.8

Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within

a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes

of this Plan, 30 days shall be considered a reasonable period of time.

14.9

No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall

determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common

Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

14.10

Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this

Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.

14.11

Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to

the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in

the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated

as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent

required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and

benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s

termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s

separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee

shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section

409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

14.12

Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code)

of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date

of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive

Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise the Company in writing as to

the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

14.13

Section 16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable

requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of

Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under

Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in

this Section 14.13, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

14.14

[Reserved]

14.15

Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any

right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations

by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant

in writing with the Company during the Participant’s lifetime.

14.16

Expenses. The costs of administering the Plan shall be paid by the Company.

14.17

Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether

in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or

unenforceability and the remaining provisions shall not be affected thereby.

14.18

Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction

of the provisions hereof.

14.19

Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively

among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee

shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective

Award Agreements.

15.

Termination or Suspension of the Plan. The Plan shall terminate automatically 10 years from the Effective Date. No Award shall

be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or

terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended

or after it is terminated.

16.

Choice of Law. The law of the State of Nevada shall govern all questions concerning the construction, validity and interpretation

of this Plan, without regard to such state’s conflict of law rules.

adopted by the Board of Directors on April 28, 2026

approved by the Company’s shareholders on June 12, 2026.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration