Form 8-K

8-K — ADIAL PHARMACEUTICALS, INC.

Accession: 0001213900-26-101434

Filed: 2026-09-18

Period: 2026-09-17

CIK: 0001513525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0305933-8k_adial.htm (Primary)

EX-10.1 — AMENDMENT NO. 8 TO THE ADIAL PHARMACEUTICALS, INC. 2017 EQUITY INCENTIVE PLAN (ea030593301ex10-1.htm)

EX-10.2 — ADIAL PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN (ea030593301ex10-2.htm)

EX-10.3 — ADIAL PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN (ea030593301ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305933-8k_adial.htm · Sequence: 1

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0001513525

2026-09-17

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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):

September 17, 2026

Adial Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

001-38323

82-3074668

(Commission File Number)

(IRS Employer

Identification No.)

4870 Sadler Road, Suite 300

Glen Allen, VA 23060

(Address of principal executive offices and zip

code)

(804) 487-8196

(Registrant’s telephone number including

area code)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written

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

☐ Soliciting

material pursuant to Rule 14a-12(b) 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 Symbols

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ADIL

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark

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 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2026, Adial Pharmaceuticals,

Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). As discussed

in additional detail in Item 5.07, below, at the 2026 Annual Meeting, the Company’s stockholders approved (i) Amendment No. 8 to

the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”), to increase the number of shares of Company

common stock, par value $0.001 per share (“Common Stock”), authorized for issuance thereunder (the “2017 Plan Amendment”),

(ii) the Adial Pharmaceuticals, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), and (iii) the Adial Pharmaceuticals, Inc.

2026 Employee Stock Purchase Plan (the “2026 ESPP”).

Summaries of the material terms of each of the

2017 Plan, as amended by the 2017 Plan Amendment, the 2026 Plan and the 2026 ESPP are set forth under the headings “Proposal No.

9: The 2017 Plan Amendment Proposal,” “Proposal No. 10: The 2026 Plan Proposal” and “Proposal No. 11: The 2026

ESPP Proposal” contained in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting (the “Definitive

Proxy Statement”), which the Company filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2026,

and are incorporated herein by reference. The summaries are qualified in their entirety by reference to the full text of the 2017 Plan

Amendment, 2026 Plan and 2026 ESPP, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively,

and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

As noted above, on September 17, 2026, the

Company convened the 2026 Annual Meeting. Of the 2,625,890 shares of Common Stock outstanding and entitled to vote as of the record

date for the 2026 Annual Meeting, 1,278,677 shares, or 48.7%, were present or represented by proxy at the 2026 Annual Meeting and,

therefore, a quorum was present.

Based on preliminary voting reports, all

twelve of the proposals on the agenda for the 2026 Annual Meeting have received overwhelming support from the Company’s

stockholders. However, because the Company has not yet received Nasdaq’s conditional approval of the Initial Listing

Application that the Company submitted to Nasdaq in connection with certain of the proposals presented to the Company’s

stockholders for approval at the 2026 Annual Meeting, the Company determined to only move forward with the vote on Proposals 1, 2,

7, 8, 9, 10, 11 and 12 and to adjourn the 2026 Annual Meeting, in part, with respect to the vote on Proposals 3, 4, 5 and 6, as

discussed in additional detail below. Each of the proposals voted on, and to be voted on, at the 2026 Annual Meeting, including at

the adjournment or adjournments thereof, are described in detail in the Definitive Proxy Statement.

The final results of voting on Proposals 1, 2,

7, 8, 9, 10, 11 and 12 presented at the 2026 Annual Meeting on September 17, 2026 are as follows:

Proposal 1 - Election of Directors

The Company’s stockholders elected each

of Cary J. Claiborne and Robertson H. Gilliland as a Class II director, to serve until the 2029 Annual Meeting of Stockholders and until

his successor is duly elected and qualified, with the following votes:

Name of Director

Votes For

Withheld

Broker Non-Votes

Cary J. Claiborne

831,079

4,758

442,840

Robertson H. Gilliland

826,834

9,003

442,840

Notwithstanding the foregoing, as disclosed in

the Definitive Proxy Statement, each of Mr. Claiborne and Mr. Gilliland is expected to resign as a director shortly after all of the proposals

set forth in the Definitive Proxy Statement are approved by the Company’s stockholders.

Proposal 2 - Ratification of CBIZ CPAs P.C.

(f/k/a Marcum, LLP) as the Company’s independent registered public accounting firm for the year ending December 31, 2026

The Company’s stockholders ratified the

appointment of CBIZ CPAs P.C. (f/k/a Marcum, LLP) as the Company’s independent registered public accounting firm for the fiscal

year ending December 31, 2026, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,256,114

20,974

1,589

Proposal 7 – Approval of Amendment to

Certificate of Incorporation to Increase Authorized Shares

The Company’s stockholders approved an amendment

to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of its Common Stock from

100,000,000 to 500,000,000, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,239,968

37,210

1,499

Proposal 8 - 2025 Warrant Exercise Proposal

The Company’s stockholders approved, for

purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 552,940 shares of Common Stock, upon the

exercise of its Series F common stock purchase warrants issued in connection with its private placement offering that closed on November

28, 2025, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

825,651

9,086

1,100

442,840

Proposal 9 – 2017 Plan Amendment Proposal

The Company’s stockholders approved the

2017 Plan Amendment, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

828,388

6,378

1,071

442,840

Proposal 10 – 2026 Plan Proposal

The Company’s stockholders approved the

2026 Plan, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

821,237

13,510

1,090

442,840

Proposal 11 - 2026 ESPP Proposal

The Company’s stockholders approved the

2026 ESPP, based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

824,241

10,495

1,101

442,840

Proposal 12 – Adjournment Proposal

The Company’s stockholders approved the

proposal to adjourn the 2026 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies

in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 3, 4, 5, 6, 7, 8, 9 10

and 11 (the “Adjournment Proposal”), based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,246,908

30,228

1,541

As noted above, although each of Proposals 3,

4, 5 and 6 received support well in excess of the votes required for approval, based on preliminary voting reports, the Company determined

to exercise its authority under the Adjournment Proposal to adjourn the 2026 Annual Meeting solely with respect to Proposals 3, 4, 5 and

6 in order to provide the Company additional time to obtain the necessary Nasdaq approvals prior to holding the vote for those proposals.

The polls remain open for Proposals 3, 4, 5 and 6.

The adjourned meeting will reconvene on October

1, 2026 at 8:30 a.m. Eastern Time at the Company’s offices located at 650 Peter Jefferson Parkway, Suite 230, Charlottesville, Virginia

22911.

The record date for the 2026 Annual Meeting, as

adjourned, remains August 17, 2026. Stockholders who have already submitted proxies with votes on Proposals 3, 4, 5 and 6 do not need

to take further action unless they wish to change their vote.

Important Information

This document may be deemed to be

solicitation material in respect of the 2026 Annual Meeting. In connection with the 2026 Annual Meeting, the Definitive Proxy

Statement filed with the SEC and a proxy card with respect to its solicitation of proxies for the 2026 Annual Meeting. BEFORE MAKING

ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH

THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to

stockholders who are entitled to vote at the 2026 Annual Meeting. No changes have been made in the proposals to be voted on by

stockholders at the 2026 Annual Meeting. The Definitive Proxy Statement and any other materials filed by the Company with the SEC

can be obtained free of charge at the SEC’s website at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers

and other employees may be deemed to be participants in the solicitation of proxies in respect of the adjourned 2026 Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Exhibit Description

10.1

Amendment No. 8 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan

10.2

Adial Pharmaceuticals, Inc. 2026 Equity Incentive Plan

10.3

Adial Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan

104

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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.

Dated: September 18, 2026

ADIAL PHARMACEUTICALS, INC.

By:

/s/ Cary J.

Claiborne

Name:

Cary J. Claiborne,

Title:

President and Chief Executive Officer

EX-10.1 — AMENDMENT NO. 8 TO THE ADIAL PHARMACEUTICALS, INC. 2017 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea030593301ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 8 TO THE

ADIAL PHARMACEUTICALS, INC.

2017 EQUITY INCENTIVE PLAN

This amendment (the “Amendment”)

to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as amended (the “Plan”), is hereby adopted this 17th day

of September, 2026, by Adial Pharmaceuticals, Inc. (the “Company”). All capitalized terms used in this Amendment and

not otherwise defined herein shall have the meanings set forth in the Plan.

WITNESSETH:

WHEREAS, the Company

adopted the Plan for the purposes set forth therein; and

WHEREAS, pursuant to

Section 15 of the Plan, the Board of Directors has the right to amend the Plan with respect to certain matters, provided that any

material increase in the number of Shares available under the Plan shall be subject to stockholder approval; and

WHEREAS, the Board of

Directors has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company approve this

Amendment; and

NOW, THEREFORE, BE IT RESOLVED,

that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:

1. Section 4(a) of

the Plan is hereby amended by increasing the share references in such section from 200,000 to 225,666, so that Section 4(a) reads

in its entirety as follows:

“(a) Shares Available for

Awards. The maximum aggregate number of shares of Company Stock reserved for issuance under the Plan (all of which may be granted

as Incentive Stock Options) shall be Two Hundred Twenty-Five Thousand, Six Hundred and Sixty-Six (225,666) shares. Shares reserved under

the Plan may be authorized but unissued Company Stock or authorized and issued Company Stock held in the Company’s treasury. The

Compensation Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting

forth such restrictions on transferability as may apply to such shares pursuant to the Plan.”

2. Except

as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force

and effect.

The foregoing is hereby acknowledged

as being the Amendment to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as adopted by the Board of Directors on August 12,

2026, and approved by the Company’s stockholders on September 17, 2026.

ADIAL PHARMACEUTICALS, INC.

By:

/s/ Cary J. Claiborne

Name:

Cary J. Claiborne

Title:

President and Chief Executive Officer

EX-10.2 — ADIAL PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN

EX-10.2

Filename: ea030593301ex10-2.htm · Sequence: 3

Exhibit

10.2

ADIAL

PHARMACEUTICALS, INC.

2026

EQUITY INCENTIVE PLAN

ADOPTED

BY THE BOARD OF DIRECTORS: AUGUST 12, 2026

APPROVED

BY THE STOCKHOLDERS: SEPTEMBER 17, 2026

1. GENERAL

(a) Successor to

Prior Plan. The Plan is the successor to the Prior Plan. As of the Effective Date, (i) no additional awards may be granted

under the Prior Plan; and (ii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior

Plan. All Awards granted under this Plan will be subject to the terms of this Plan.

(b) Plan Purpose.

The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives

for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons

may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs;

(iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

(d) Adoption Date;

Effective Date. The Plan will come into existence on the Adoption Date, but any Award granted prior to the Effective Date will

be conditioned on stockholder approval of the Plan.

2. SHARES

SUBJECT TO THE PLAN

(a) Share Reserve.

Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments,

the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed (i) 3,078,147 shares, plus (ii) up

to 196,670 Returning Shares, as such shares become available from time to time. In addition, subject to any adjustments as necessary to

implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1

of each year for a period of ten years commencing on January 1, 2027 and ending on (and including) January 1, 2036, in

an amount equal to 5% of the Share Reserve Increase Stock outstanding as of December 31 of the immediately preceding year; provided,

however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number

of shares of Common Stock.

(b) Aggregate Incentive

Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary

to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the

exercise of Incentive Stock Options is 9,234,440 shares.

Operation.

(i) Limit

Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common

Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at

all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards.

Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c)(3), NYSE

Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will

not reduce the number of shares available for issuance under the Plan.

(ii) Actions

that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance

of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under

the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having

been issued and (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock).

(iii) Reversion

of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant

to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available

for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet

a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired or withheld by the Company

to satisfy the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired or withheld by the Company

to satisfy a tax withholding obligation in connection with an Award.

3. ELIGIBILITY

AND LIMITATIONS

(a) Eligible Award

Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

(b) Specific Award

Limitations.

(i) Limitations

on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent

corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of

the Code).

(ii) Incentive

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

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

calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or any

Incentive Stock Options otherwise do not comply with the rules governing Incentive Stock Options, the Options or portions thereof that

exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory

Stock Options, notwithstanding any contrary provision of the applicable Award Agreement(s).

(iii) Limitations

on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock

Option unless (1) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option

and (2) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv) Limitations

on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants

who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless

the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted

pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements

of Section 409A.

Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise

of Incentive Stock Options is the number of shares specified in Section 2(b).

(d) Non-Employee

Director Compensation Limit. Notwithstanding anything herein to the contrary, the maximum number of shares subject to Awards granted

during any fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal

year with respect to the director’s service as a Non-Employee Director, shall not exceed (1) $750,000 in total value or (2) in

the event such Non-Employee Director is first appointed or elected to the Board during such fiscal year or serves as chair of the Board

during such fiscal year, $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of such

Awards for financial reporting purposes).

4. OPTIONS

AND STOCK APPRECIATION RIGHTS

Each Option and SAR will have

such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory

Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option designated as an Incentive

Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and the shares purchased

upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents.

The terms and conditions of separate Options and SARs need not be identical; provided, however, that each applicable Award Agreement will

conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the

following provisions:

(a) Term.

Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years

from the date of grant of such Award or such shorter period specified in the Award Agreement.

(b) Exercise or

Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option

or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option

or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if

such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate

Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to

the Plan Administrator in accordance with the procedures specified in the applicable Award Agreement or otherwise provided by the Company.

The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability

to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise

price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following

methods of payment to the extent set forth in the applicable Award Agreement:

(i) by

cash or check, bank draft or money order payable to the Company;

(ii) pursuant

to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior

to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt

of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii) by

delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant

free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not

exceed the aggregate exercise price of the Award (if applicable), provided that (1) at the time of exercise the Common Stock is publicly

traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other

permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the

Common Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from the certificate, and

(5) such shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result

of such delivery;

(iv) if

the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number

of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise

that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable thereafter

and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other

permitted form of payment; or

(v) in

any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

(d) Exercise Procedure

and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of exercise

to the Plan Administrator in accordance with the applicable Award Agreement. The appreciation distribution payable to a Participant upon

the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of

exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under

such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form

of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and

specified in the applicable Award Agreement.

(e) Transferability.

Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations

on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions

on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR

may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed

to be a Nonstatutory Stock Option as a result of such transfer:

(i) Restrictions

on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be

exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an

Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including

to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the

Code and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into

a transfer and other agreements required by the Company.

(ii) Domestic

Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to

the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic

relations order.

(f) Vesting.

The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the

Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,

vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g) Termination

of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between

a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s

Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be

prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous

Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject

to the forfeited Award, or any consideration in respect of the forfeited Award.

(h) Post-Termination

Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s

Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent

vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other

written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised

after the expiration of its maximum term (as set forth in Section 4(a)):

(i) three months

following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s

Disability or death);

(ii) 12 months

following the date of such termination if such termination is due to the Participant’s Disability;

(iii) 18 months

following the date of such termination if such termination is due to the Participant’s death; or

(iv) 18 months

following the date of the Participant’s death if such death occurs following the date of such termination but during the period

such Award is otherwise exercisable (as provided in (i) or (ii) above).

Following the date of such termination, to the

extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the

expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no

further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration

in respect of the terminated Award.

(i) Restrictions

on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares

of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written

agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason

other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the

exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such

exercise would violate Applicable Law; or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate

the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the

calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period

to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise

period, generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award

be exercised after the expiration of its maximum term (as set forth in Section 4(a)).

(j) Non-Exempt Employees.

No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards

Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the

date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity Act,

any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event

of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued

or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award

Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current

employment policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee

in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(k) Whole Shares.

Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

(l) Disqualifying

Dispositions. A Participant will give written notice to the Company of any disposition of shares of Common Stock acquired pursuant

to the exercise of an Incentive Stock Option if such disposition occurs within two years after the date of grant of such Incentive

Stock Option or within one year after the date such shares are transferred to the Participant upon exercise of such Incentive Stock Option.

Such notice will be provided within the time and in the manner required by the Company.

5. AWARDS

OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS

(a) Restricted Stock

Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board;

provided, however, that each applicable Award Agreement will conform (through incorporation of the provisions hereof by reference in the

Award Agreement or otherwise) to the substance of each of the following provisions:

(i) Form of Award.

(1) Restricted

Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject

to a Restricted Stock Award may be (A) held in book entry form subject to the Company’s instructions until such shares become

vested or any other restrictions lapse, or (B) evidenced by a certificate, which certificate will be held in such form and manner

as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder

of the Company with respect to any shares subject to a Restricted Stock Award.

(2) RSU

Awards: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is

equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured creditor

of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement of such

Award and nothing contained in the Plan or any applicable Award Agreement, and no action taken pursuant to its provisions, will create

or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any

other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless

and until shares are actually issued in settlement of a vested RSU Award).

(ii) Consideration.

(1) Restricted

Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to

the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services)

as the Board may determine and permissible under Applicable Law.

(2) RSU

Awards: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the Participant’s

services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than

such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU

Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the

Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU

Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.

(iii) Vesting.

The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the Board.

Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,

vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv) Termination

of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and

the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (1) the Company may receive through

a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted

Stock Award that have not vested as of the date of such termination as set forth in the applicable Award Agreement, (2) any portion

of his or her RSU Award that has not vested will be forfeited upon such termination, and (3) the Participant will have no further

right, title or interest in the Restricted Stock Award or RSU Award, the shares of Common Stock subject to or issuable pursuant to the

Restricted Stock Award or RSU Award, or any consideration in respect of the Restricted Stock Award or RSU Award.

(v) Dividends

and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, to any shares of Common Stock

subject to a Restricted Stock Award or RSU Award, respectively, as determined by the Board and specified in the Award Agreement.

(vi) Settlement

of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in

any other form of payment, as determined by the Board and specified in the applicable Award Agreement. At the time of grant, the Board

may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b) Performance

Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during

the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals

have been attained will be determined by the Board.

Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value

thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the time of grant)

may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this Section 5.

Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and the time

or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted

pursuant to such Other Awards and all other terms and conditions of such Other Awards.

6. ADJUSTMENTS

UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS

(a) Capitalization

Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the

class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve

may annually increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant

to the exercise of Incentive Stock Options pursuant to Section 2(b); and (iii) the class(es) and number of securities and exercise

price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination

shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common

Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit,

if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding

provisions of this Section.

(b) Dissolution

or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company,

all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition

or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and

the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or

reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however, that

the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture

(to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent

on its completion.

The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing

the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided

by the Board at the time of grant of an Award.

(i) Awards

May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving

or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute

similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the

stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in

respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s

parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)

may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose

to assume, continue or substitute the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution

will be set by the Board.

(ii) Awards

Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation

(or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards,

then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service

has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),

the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will

be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate

Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the

effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective

time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse

(contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate

upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on

the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at

100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate

upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such

cash payment will be made no later than 30 days following the occurrence of the Corporate Transaction or such later date as required

to comply with Section 409A of the Code.

(iii) Awards

Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or

acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such

outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other

than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction;

provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and

may continue to be exercised notwithstanding the Corporate Transaction.

(iv) Payment

for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to

the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise

such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess,

if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion

of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise.

(d) Appointment

of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have

agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including,

without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s

behalf with respect to any escrow, indemnities and any contingent consideration.

(e) No Restriction

on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award does

not affect or restrict in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize

any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any Change

in Control, any Corporate Transaction, any merger or consolidation of the Company, any issue of stock or of options, rights or options

to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock

or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company,

or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character

or otherwise.

7. ADMINISTRATION

(a) Administration

by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or

Committees, as provided in subsection (c) below.

(b) Powers of Board.

The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To

determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award

will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which

need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment

pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted

to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not

valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property

that may be earned and the timing of payment.

(ii) To

construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in

a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii) To

settle all controversies regarding the Plan and Awards granted under it.

(iv) 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, notwithstanding

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

(v) To

prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of

any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal

cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the

Common Stock, including any Corporate Transaction, for reasons of administrative convenience.

(vi) To

suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under

any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii) To

amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for

any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the

Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant,

and (2) such Participant consents in writing.

(viii) To

submit any amendment to the Plan for stockholder approval.

(ix) To

approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited

to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified

limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s rights under

any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant,

and (2) such Participant consents in writing.

(x) Generally,

to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company

and that are not in conflict with the provisions of the Plan or Awards.

(xi) To

adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage

of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed outside

the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement

to ensure or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).

(xii) To

effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action,

(1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding

Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award,

under the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash

and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing

under generally accepted accounting principles (an “Exchange Program”). The Board will determine the terms and

conditions of any Exchange Program in its sole discretion.

Committee.

(i) General.

The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated

to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board

that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any

of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the

Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted

from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee

to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously

delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the

Board some or all of the powers previously delegated.

(ii) Rule 16b-3

Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act

that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists

solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any

action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the

extent necessary for such exemption to remain available.

(d) Effect of Board’s

Decision. All determinations, interpretations and constructions made by the Board or any Committee in good faith will not be subject

to review by any person and will be final, binding and conclusive on all persons.

(e) Delegation to

Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do one or more

of the following to the extent permitted by Applicable Law: (i) designate recipients, other than Officers, of Awards, provided that

no person or body may be delegated authority to grant an Award to themself; (ii) determine the number of shares subject to such Awards;

and (iii) determine the terms of such Awards; provided, however, that the Board or Committee action regarding such delegation will

fix the terms of such delegation in accordance with Applicable Law, including without limitation Sections 152 and 157 of the Delaware

General Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Award granted pursuant

to this section will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee,

with any modifications necessary to incorporate or reflect the terms of such Award. Notwithstanding anything to the contrary herein, neither

the Board nor any Committee may delegate to any person or body (who is not a Director or that is not comprised solely of Directors, respectively)

the authority to determine Fair Market Value under the Plan.

(f) Indemnification;

Exculpation; Reliance. To the maximum extent permitted by Applicable Law, no member of the Board, any Committee or any delegate

of the Board or any Committee, and no Officer or Employee acting on behalf of the Company, will be liable for any action taken or omitted

to be taken, or any determination made, in good faith with respect to the Plan or any Award. Each such person will be entitled to rely

in good faith on reports, statements, data or other information furnished by the Company, any Affiliate or any professional adviser retained

by the Company, an Affiliate, the Board or any Committee. The Company will indemnify and hold harmless each such person against any cost,

liability or expense arising out of any act or omission in connection with the Plan or any Award, except to the extent arising from such

person’s fraud, bad faith or willful misconduct.

8. TAX

WITHHOLDING

(a) Withholding

Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and

any other amounts payable to such Participant, and otherwise agrees to make adequate arrangements to satisfy, any Tax-Related Item withholding

obligations, if any, of the Company and/or an Affiliate that arise in connection with the grant, vesting, exercise or settlement of such

Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company

shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b) Satisfaction

of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion,

satisfy any Tax-Related Item withholding obligation relating to an Award by any of the following means or by a combination of such means:

(i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock

issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash;

(iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate

a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board;

(vi) allowing the Participant to enter into a “same day sale” commitment with a broker-dealer (including, without

limitation, a commitment under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the

Exchange Act); or (vii) by such other method as may be set forth in the Award Agreement.

to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or obligation

to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation

to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may

not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will

not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to

accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers,

Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges

that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences

of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option

or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair

market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible

deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan,

each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event

that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of

the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d) Withholding

Indemnification. The Company and/or its Affiliate may withhold or account for Tax-Related Items by considering statutory or other

withholding rates, including minimum or maximum rates applicable in a Participant’s jurisdiction. In the event of overwithholding,

the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) or, if

not refunded, the Participant may seek a refund from the local tax authorities. In the event of underwithholding, the Participant may

be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or its Affiliate. As

a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s withholding

obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant

agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold

the proper amount. Further, if the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes,

the Participant will be deemed to have been issued the full number of shares subject to the Award, notwithstanding that a number of the

shares is held back solely for the purpose of paying the Tax-Related Items.

(e) Right of Offset.

To the extent permitted by Applicable Law, the Company and its Affiliates may offset any amounts owed by a Participant to the Company

or any Affiliate against any amounts payable to, or shares of Common Stock otherwise deliverable to, such Participant under the Plan or

any Award, in each case in the manner and to the extent determined by the Company and subject to compliance with Section 409A, if

applicable.

9. MISCELLANEOUS

(a) Source of Shares.

The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by

the Company on the open market or otherwise.

(b) Use of Proceeds

from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds

of the Company.

Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed

completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate,

or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate

records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise

price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result

of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have

no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d) Stockholder

Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares

of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award

pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records

of the Company.

(e) No Employment

or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection

with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in

the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will (unless

otherwise required under Applicable Law) and without regard to any future vesting opportunity that a Participant may have with respect

to any Award (i) the employment of an Employee with or without notice and with or without Cause, (ii) the service of a Consultant

pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant

to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction

in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other

instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate

regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment

or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the

terms of the Award Agreement and/or Plan.

(f) Change in Time

Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for

the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the

Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date

of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding

reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after

the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment

schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion

of the Award that is so reduced or extended.

(g) Execution of

Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents

or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent

of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s

request.

(h) Electronic Delivery

and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include

any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted

on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By

accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line

electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The

form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the

Company.

(i) Clawback/Recovery.

All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to

adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are

listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley

Act of 2002 or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and

permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery, recoupment, forfeiture or cancellation

provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right

in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause, the Participant’s

breach of any restrictive covenant or confidentiality obligation owed to the Company or any Affiliate, or the Participant’s detrimental

conduct. No recovery of compensation under such a clawback policy or provision will be an event giving rise to a Participant’s right

to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination”

or any similar term under any plan of or agreement with the Company.

(j) Securities Law

Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered

under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements

of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such

shares if the Company determines that such receipt would not be in material compliance with Applicable Law. The Company may place legends

on certificates or book-entry positions representing shares of Common Stock issued pursuant to Awards, issue stop-transfer instructions,

impose transfer restrictions, require representations or undertakings, or take any other action that the Company determines necessary

or advisable to comply with Applicable Law, the Trading Policy or any applicable agreement.

(k) Transfer or

Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under

the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the

case of a Restricted Stock Award and similar awards, after the issued shares have vested, the holder of such shares is free to assign,

hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with

the provisions herein, the terms of the Trading Policy and Applicable Law.

(l) Effect on Other

Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall

not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under

any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly

reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(m) Deferrals.

To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment

of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and

procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with the requirements of Section 409A.

(n) Section 409A. Unless

otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible

in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance

with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore

subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the

consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary

for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in

this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if

a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”

for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”

(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is

six months and one day following the date of such Participant’s “separation from service” or, if earlier,

the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A,

and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter

on the original schedule.

(o) Choice of Law.

This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with, the internal

laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law other than

the law of the State of Delaware.

(p) Beneficiary

Designation. The Company may, but is not obligated to, permit a Participant to designate a beneficiary to receive any shares of

Common Stock or other amounts payable under an Award following the Participant’s death. Any such designation, and any change or

revocation of such designation, must be made in the form and manner prescribed by the Company. If no valid beneficiary designation

is on file with the Company at the time of the Participant’s death, the Company may deliver any shares of Common Stock or other

amounts payable under an Award to the Participant’s estate or to such other person as the Company determines in accordance with

Applicable Law.

(q) Data Privacy.

By accepting any Award, each Participant authorizes the Company and its Affiliates, and any agents or service providers retained by the

Company or its Affiliates, to collect, process, use, disclose, transfer and retain personal data relating to the Participant as necessary

or advisable to administer the Plan and Awards, to comply with Applicable Law and to satisfy tax, securities, payroll, accounting and

other legal or administrative requirements. The Company may transfer such personal data to recipients located in jurisdictions other than

the Participant’s jurisdiction of residence or employment, in each case to the extent permitted by Applicable Law.

(r) No Trust or

Fund. Nothing contained in the Plan or any Award Agreement, and no action taken pursuant to the Plan or any Award Agreement, will

create or be construed to create a trust of any kind or a fiduciary relationship between the Company or any Affiliate and any Participant

or any other person. To the extent any person acquires a right to receive payments or property from the Company or any Affiliate under

the Plan, such right will be no greater than the right of an unsecured general creditor of the Company or such Affiliate.

(s) Nonexclusivity

of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for

approval will be construed as creating any limitation on the power of the Board to adopt such other incentive arrangements as it may determine

desirable, including the granting of stock-based awards or other rights otherwise than under the Plan, and such arrangements may be either

generally applicable or applicable only in specific cases.

(t) Successors and

Assigns. The Plan will be binding upon and inure to the benefit of the Company, its successors and assigns, and each Participant

and such Participant’s heirs, beneficiaries, legal representatives and permitted transferees.

10. COVENANTS

OF THE COMPANY

The Company will seek to obtain

from each regulatory commission or agency, as may be deemed to be necessary, 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 or vesting of the Awards; provided, however, that

this undertaking will 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 and at a reasonable cost, the Company is unable to obtain from any such regulatory

commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common

Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting

of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent

issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.

11. SEVERABILITY

If all or any part of the Plan

or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall

not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any

Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will

give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

12. TERMINATION

OF THE PLAN

The Board may suspend or terminate

the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date;

or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan

is suspended or after it is terminated.

13. DEFINITIONS

As used in the Plan, the following

definitions apply to the capitalized terms indicated below:

(a) “Adoption

Date” means the date the Plan is first approved by the Board or Compensation Committee, as applicable.

(b) “Affiliate”

means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in

Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary”

status is determined within the foregoing definition.

Law” means the Code and any applicable U.S. and non-U.S. securities, exchange control, tax, federal, state, material

local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing

rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect

by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such

as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(d) “Award”

means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory

Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other Award).

(e) “Award

Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions

of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general

terms and conditions applicable to the Award and which is provided, including through electronic means, to a Participant along with the

Grant Notice. Each Award Agreement will be subject to the terms and conditions of the Plan.

(f) “Board”

means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or

determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and

binding on all Participants.

(g) “Capital

Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.

(h) “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the

Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,

reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,

stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any

similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards

Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of

the Company will not be treated as a Capitalization Adjustment.

(i) “Cause”

has the meaning ascribed to such term in any written agreement between the Participant and the Company or any Affiliate defining such

term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events:

(i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws

of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud

or act of dishonesty against the Company or any Affiliate; (iii) such Participant’s material violation of any contract or agreement

between the Participant and the Company or any Affiliate, the employment policies of the Company or any Affiliate, or of any statutory

or other duty owed to the Company or any Affiliate; (iv) such Participant’s unauthorized use or disclosure of the confidential

information or trade secrets of the Company or any Affiliate; (v) such Participant’s gross misconduct; (vi) such Participant’s

failure or refusal to comply with a material directive from the Board, the Participant’s supervisor or, if applicable, the board

of directors of any Affiliate; or (vii) such Participant’s breach of a fiduciary duty to the Company or any Affiliate. The

determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the

Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with respect

to Participants who are not executive officers of the Company. Any determination by the Company 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, any Affiliate, or such Participant for any other purpose.

(j) “Change

in Control” or “Change of 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 shall not be deemed to occur (A) on account of the acquisition of securities of

the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate

thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions

the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because

the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage

threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing

the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result

of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any

additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then

outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall 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 Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute

at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of

any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new

member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing

or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction

effected exclusively for the purpose of changing the domicile of the Company and (B) the definition of Change in Control (or any

analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall 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 shall apply, and (C) with respect to any nonqualified

deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (i), (ii),

(iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate Section 409A

of the Code.

(k) “Code”

means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(l) “Committee”

means the Compensation Committee and any other committee of one or more Directors to whom authority has been delegated by the Board or

Compensation Committee in accordance with the Plan.

(m) “Common

Stock” means the common stock of the Company with a par value of $0.001 per share, as the same may be converted, changed,

reclassified or exchanged.

(n) “Company”

means Adial Pharmaceuticals, Inc., a Delaware corporation, or any successor thereto.

(o) “Compensation

Committee” means the Compensation Committee of the Board.

(p) “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 Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s

securities to such person.

(q) “Continuous

Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or

Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate

as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is

no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s

Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate,

as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity

ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or

to a Director will not constitute an interruption of Continuous Service. To the extent permitted by Applicable Law, the Board (or its

delegate), 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 Company or an Affiliate, including sick leave, military leave or any other personal leave,

or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will

be treated as Continuous Service for purposes of vesting in 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 Applicable Law. In addition, to the extent required for exemption from or compliance with Section 409A, 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 Regulations Section 1.409A-1(h) (without regard

to any alternative definition thereunder).

(r) “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more

of the following events:

(i) a

sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its Subsidiaries;

(ii) a

sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii) a

merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a

merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding

immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation

or similar transaction into other property, whether in the form of securities, cash or otherwise.

Notwithstanding the foregoing

or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale of assets, merger or other transaction

effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Corporate Transaction (or any

analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing

definition with respect to Awards subject to such agreement; provided, however, that if no definition of Corporate Transaction or any

analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect to

any nonqualified deferred compensation that becomes payable on account of the Corporate Transaction, the transaction or event described

in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not

to violate Section 409A of the Code.

(s) “determine”

or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.

(t) “Director”

means a member of the Board.

(u) “Disability”

means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for

a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by

the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(v) “Effective

Date” means the date that this Plan is approved by the Company’s stockholders.

(w) “Employee”

means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,

will not cause a Director to be considered an “Employee” for purposes of the Plan.

(x) “Employer”

means the Company or the Affiliate of the Company that employs the Participant.

(y) “Entity”

means a corporation, partnership, limited liability company or other entity.

(z) “Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(aa) “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, as of the Effective

Date, 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.

(bb) “Fair

Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined

on a per share or aggregate basis, as applicable) determined as follows:

(i) If

the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing

sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the

Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) If

there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling

price on the last preceding date for which such quotation exists.

(iii) In

the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by

the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(cc) “Governmental

Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental or regulatory body, or

quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority,

instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and

for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory organization

(including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).

(dd) “Grant

Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes

the name of the Participant, the type of Award, the date of grant of the Award, the number of shares of Common Stock subject to the Award

or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.

(ee) “Incentive

Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an

“incentive stock option” within the meaning of Section 422 of the Code.

(ff) “Materially

Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under

the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the

Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights.

For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under

the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option or SAR that may be exercised;

(ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to

change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the

Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring

the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(gg) “Non-Employee

Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does

not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in

any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of

Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an

interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not

engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or

(ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(hh) “Nonstatutory

Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock

Option.

(ii) “Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(jj) “Option”

means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(kk) “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.

(ll) “Other

Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms

and conditions of Section 5(c).

(mm) “Own,”

“Owned,” “Owner,” and “Ownership” mean that

a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired

“Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,

relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such

securities.

(nn) “Participant”

means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds

an outstanding Award.

(oo) “Performance

Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent

upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant

to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award

Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are

settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common

Stock.

(pp) “Performance

Criteria” means the one or more criteria that the Board 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: earnings (including earnings per share and net earnings); earnings before interest, taxes

and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; relative stockholder return;

return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including

gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales,

annual recurring revenue, or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement

in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share;

share price performance; debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating

profit or net operating profit; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity;

corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs;

partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley

Act of 2002; investor relations, analysts and communication; implementation or completion of projects or processes; employee

retention; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships

with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development, co-marketing,

profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and

other measures of performance selected by the Board or Committee whether or not listed herein.

(qq) “Performance

Goals” means, for a Performance Period, the one or more goals established by the Board 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 by the Board (i) in the Award Agreement at the time the Award

is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established,

the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period

as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to

exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments

to corporate tax rates; (5) 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

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; (10) to

exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted

accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded

under generally accepted accounting principles. In addition, the Board may establish or provide for other adjustment items in the Award

Agreement at the time the Award is granted or in such other document setting forth the Performance Goals at the time the Performance Goals

are established. The Board 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 Award Agreement

or the written terms of a Performance Award.

(rr) “Performance

Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be

measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of

varying and overlapping duration, at the sole discretion of the Board.

(ss) “Plan”

means this Adial Pharmaceuticals, Inc. 2026 Equity Incentive Plan, as amended from time to time.

(tt) “Plan

Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day

to day operations of the Plan and the Company’s other equity incentive programs.

(uu) “Post-Termination

Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option

or SAR is exercisable, as specified in Section 4(h).

(vv) “Prior

Plan” means the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as amended from time to time.

(ww) “Prospectus”

means the document containing the Plan information specified in Section 10(a) of the Securities Act.

(xx) “Restricted

Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the

terms and conditions of Section 5(a).

(yy) “Returning

Shares” means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date:

(A) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered

by such stock award having been issued; (B) are not issued because such stock award or any portion thereof is settled in cash; or

(C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the

vesting of such shares.

(zz) “RSU

Award” or “RSU” means an Award of restricted stock units representing the right to receive an

issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(aaa) “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.

(bbb) “Rule 405”

means Rule 405 promulgated under the Securities Act.

(ccc) “Section 409A”

means Section 409A of the Code and the regulations and other guidance thereunder.

(ddd) “Section 409A

Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial

portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without

regard to any alternative definition thereunder).

(eee) “Securities

Act” means the Securities Act of 1933, as amended.

(fff) “Share

Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).

(ggg) “Share

Reserve Increase Stock” means, as of the applicable time of measurement, the sum of (i) the number of shares of Capital

Stock issued and outstanding and (ii) the number of shares of Capital Stock issuable upon the conversion of preferred stock and upon

the exercise of any unexercised pre-funded warrants (without regard to any beneficial ownership limitations).

(hhh) “Stock

Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is

granted pursuant to the terms and conditions of Section 4.

(iii) “Subsidiary”

means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting

power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class

or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly

or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has

a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(jjj) “Tax-Related

Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related

items arising out of or in relation to a Participant’s participation in the Plan and legally applicable or deemed applicable to

the Participant.

(kkk) “Ten

Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock

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

(lll) “Trading

Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window”

periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to

time.

EX-10.3 — ADIAL PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN

EX-10.3

Filename: ea030593301ex10-3.htm · Sequence: 4

Exhibit 10.3

ADIAL PHARMACEUTICALS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 12,

2026

APPROVED BY THE STOCKHOLDERS: September 17,

2026

1. GENERAL;

PURPOSE.

(a) The

Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase

shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock

Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the

requirements of an Employee Stock Purchase Plan.

(b) The

Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation

to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be

construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants

of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise

provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423

Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with

the provisions of the Plan or the requirements of an Employee Stock Purchase Plan to the extent the Offering is made under the 423 Component),

and the Company will designate which Designated Company is participating in each separate Offering.

Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees

and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. ADMINISTRATION.

(a) The

Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided

in Section 2(c). References herein to the Board shall be deemed to refer to the Committee except where context dictates otherwise.

(b) The

Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To

determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii) To

designate from time to time (A) which Related Corporations will be eligible to participate in the Plan as Designated 423 Companies,

(B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Companies, (C) which

Affiliates or Related Corporations may be excluded from participation in the Plan, and (D) which Designated Companies will participate

in each separate Offering (to the extent that the Company makes separate Offerings).

(iii) To

construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent

it deems necessary or expedient to make the Plan fully effective.

(iv) To

settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v) To

suspend or terminate the Plan at any time as provided in Section 12.

(vi) To

amend the Plan at any time as provided in Section 12.

(vii) Generally,

to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its

Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component.

(viii) To adopt

such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who

are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with,

the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility

to participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of

bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination

of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable

requirements, and which, if applicable to a Designated Non-423 Company, do not have to comply with the requirements of Section 423

of the Code.

Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee,

the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been

delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized

to exercise (and references in this Plan and any applicable Offering Document to the Board will 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.

Further, to the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority

under the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable

under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently

administer the Plan with the Committee (or its delegate) and may, at any time, revest in the Board some or all of the powers previously

delegated. Whether or not the Board has delegated administration of the Plan to a Committee (or a delegate of the Committee), the Board

will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. Notwithstanding

the foregoing, neither the Board nor the Committee may delegate its authority under the Plan with respect to matters concerning any person

who is then subject to Section 16 of the Exchange Act.

(d) All

determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will

be final, binding and conclusive on all persons.

(e) No

member of the Board or the Committee (or any of their respective delegates) will be liable for any action taken or determination made

in good faith with respect to the Plan or any Purchase Right granted under it, and each such person will be entitled to rely upon information

and advice furnished by the Company’s officers and employees, the Company’s counsel, the Company’s independent auditors

and any other advisors the Board or the Committee deems appropriate. To the maximum extent permitted by Applicable Law and the Company’s

organizational documents, the Company will indemnify and hold harmless each member of the Board and the Committee (and each of their respective

delegates) against and from any loss, cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon

or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding arising out of any action

taken or determination made in good faith with respect to the Plan.

3. SHARES

OF COMMON STOCK SUBJECT TO THE PLAN.

(a) Subject

to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that

may be issued under the Plan will not exceed 307,815 shares of Common Stock, plus the number of shares of Common Stock that are automatically

added on January 1st of each year for a period of up to ten years, commencing on January 1, 2027 and ending

on (and including) January 1, 2036 in an amount equal to one percent (1%) of the Share Reserve Increase Stock outstanding as of December 31st

of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide

that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share

reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding

sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may

be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be

used to satisfy purchases of Common Stock under the Non-423 Component.

(b) If

any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under

such Purchase Right will again become available for issuance under the Plan.

stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by

the Company on the open market.

4. GRANT

OF PURCHASE RIGHTS; OFFERING.

(a) The

Board may from time-to-time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one

or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain

such terms and conditions as the Board will deem appropriate, and with respect to the 423 Component, will comply with the requirement

of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms

and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate

Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in

the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed

27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If

a Participant has more than one Purchase Right outstanding under the Plan, unless such Participant otherwise indicates in forms delivered

to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will

apply to all of such Participant’s Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or

an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible

extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical

exercise prices) will be exercised.

Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading

Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering

Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants

in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.

5. ELIGIBILITY.

(a) Purchase

Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees

of a Related Corporation or an Affiliate. Except as provided in Section 5(b) or as required by Applicable Law, an Employee will

not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, the Related

Corporation or the Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may (unless prohibited

by Applicable Law) require, but in no event will the required period of continuous employment be equal to or greater than two years.

In addition, the Board may provide (unless prohibited by Applicable Law) that no Employee will be eligible to be granted Purchase Rights

under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation or the

Affiliate is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may

determine consistent with Section 423 of the Code with respect to the 423 Component. The Board may also exclude (unless prohibited

by Applicable Law) from participation in the Plan or any Offering Employees who are “highly compensated employees” (within

the meaning of Section 423(b)(4)(D) of the Code) of the Company, a Related Corporation or an Affiliate, or a subset of such

highly compensated employees.

(b) The

Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates

specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter,

receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase

Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the

date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including

determination of the exercise price of such Purchase Right;

(ii) the

period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering;

and

(iii) the

Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering,

such individual will not receive any Purchase Right under that Offering.

Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase Rights

are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock

of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code

will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase

Rights and options will be treated as stock owned by such Employee.

(d) As

specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only

if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related

Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue

at a rate which, when aggregated, exceeds USD $25,000 of Fair Market Value of such stock (determined at the time such rights are granted,

and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights

are outstanding at any time.

(e) Officers

of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under

the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by Applicable Law) provide in an Offering that Employees who

are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

(f) Notwithstanding

anything in this Section 5 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee (or group

of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion,

that participation of such Eligible Employee(s) is not advisable or practical for any reason.

6. PURCHASE

RIGHTS; PURCHASE PRICE.

(a) On

each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase

up to that number of shares of Common Stock purchasable either with a percentage of earnings (as defined by the Board in each Offering)

or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 15% of such Employee’s earnings (as

defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines

for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The

Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised

and shares of Common Stock will be purchased in accordance with such Offering.

connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may

be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock

that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock

that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock

issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence

of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common

Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) The

purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be no less than the lesser of:

(i) an

amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii) an

amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

7. PARTICIPATION;

WITHDRAWAL; TERMINATION.

(a) An

Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing

and delivering to the Company or a Company Designee, within the time specified in the Offering, an enrollment form provided by the Company

or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board.

Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited

with the general funds of the Company except where Applicable Law requires that Contributions be deposited with a third party. If permitted

in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the

case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions

from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including

to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering and to the

extent permitted by Section 423 of the Code with respect to the 423 Component, in addition to or instead of making Contributions

by payroll deductions, a Participant may make Contributions through the payment by cash, check or wire transfer prior to a Purchase Date.

(b) During

an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee

a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal,

such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable

to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering

shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate

in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent

Offerings.

otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the

Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period

required by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable

to such individual all of his or her accumulated but unused Contributions.

(d) Unless

otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with

no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having

terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under

the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified

under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an

Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified

under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within

the 423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component.

(e) During

a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by

a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation

as described in Section 10.

(f) Unless

otherwise specified in the Offering or required by Applicable Law, the Company will have no obligation to pay interest on Contributions.

8. EXERCISE

OF PURCHASE RIGHTS.

(a) On

each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to

the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the

Offering. No fractional shares will be issued unless specifically provided for in the Offering.

(b) Unless

otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase

of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final

Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of

Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such

next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless

the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account

after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock

on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final

Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).

Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered

by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal

and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common

Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject

to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock

are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in

no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the

shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company

in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants

without interest (unless the payment of interest is otherwise required by Applicable Law).

9. COVENANTS

OF THE COMPANY.

The Company will seek to obtain

from each U.S. federal or state, foreign or other regulatory commission, agency or other Governmental Body having jurisdiction over

the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company

determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If,

after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for

the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the

Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of

such Purchase Rights.

10. DESIGNATION

OF BENEFICIARY.

(a) The

Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common

Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions

are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary.

Any such designation and/or change must be on a form approved by the Company.

(b) If

a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or

Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to

the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions, without

interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives,

or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. ADJUSTMENTS

UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

(a) In

the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum

number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which

the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities

subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of

securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination

will be final, binding and conclusive.

(b) In

the event of a Corporate Transaction, the Board may, in its discretion and on such terms as it determines, take any one or more of the

following actions with respect to outstanding Purchase Rights: (i) provide that any surviving corporation or acquiring corporation

(or the surviving or acquiring corporation’s parent company) will assume or continue outstanding Purchase Rights or will substitute

similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding

Purchase Rights; (ii) provide that the Participants’ accumulated Contributions will be used to purchase shares of Common Stock

(rounded down to the nearest whole share) within ten business days (or such other period specified by the Board) prior to the Corporate

Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase; (iii) provide

that all outstanding Purchase Rights will terminate and the accumulated Contributions will be refunded to the Participants, without interest

(unless the payment of interest is otherwise required by Applicable Law), as of a date on or before the effective date of the Corporate

Transaction; (iv) provide that, in connection with a Corporate Transaction under which holders of Common Stock will receive a cash

payment for each share surrendered, each Participant will receive a cash payment equal to the excess of the consideration payable per

share of Common Stock over the applicable purchase price, multiplied by the number of shares of Common Stock that the Participant’s

accumulated Contributions could purchase at the applicable purchase price; or (v) provide that, in connection with a liquidation

or dissolution of the Company, outstanding Purchase Rights will convert into the right to receive liquidation proceeds (net of the applicable

purchase price). The Board need not take the same action with respect to all Purchase Rights or all Participants.

12. AMENDMENT,

TERMINATION OR SUSPENSION OF THE PLAN.

(a) The

Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating

to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required

by Applicable Law.

(b) The

Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after

it is terminated. If the Plan is terminated, the Board, in its discretion, may elect to terminate all outstanding Offerings either immediately

or upon completion of the purchase of shares of Common Stock on the next Purchase Date (which may be sooner than originally scheduled,

if determined by the Board in its discretion), or may elect to permit Offerings to expire in accordance with their terms.

benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination

of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person

to whom such Purchase Rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental

regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive

guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance

that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable

tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent

if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of

the Code with respect to the 423 Component or with respect to other Applicable Laws. Notwithstanding anything in the Plan or any Offering

Document to the contrary, the Board will be entitled to: (i) establish the exchange rate applicable to amounts withheld in a currency

other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for

mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment

periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant

properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights

or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423

of the Code with respect to the 423 Component; and (v) establish other limitations or procedures as the Board determines in its sole

discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to

alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase

Rights granted under each Offering.

13. TAX

QUALIFICATION; TAX WITHHOLDING.

(a) Although

the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions

outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly

disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan.

The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

(b) Each

Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company or the Related

Corporation to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole

discretion and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part by (i) withholding from

the Participant’s salary or any other cash payment due to the Participant from the Company or a Related Corporation; (ii) withholding

from the proceeds of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged

by the Company; or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue any shares of

Common Stock under the Plan until such obligations are satisfied.

423 Component is exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be

exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of

the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent.

In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option

granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the

Plan to be subject to Section 409A, the Committee may amend the terms of the Plan and/or of an outstanding option granted under the

Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent,

to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with

Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A

of the Code. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option under

the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action

taken by the Committee with respect thereto.

14. EFFECTIVE

DATE OF PLAN.

The Plan will become effective

immediately prior to and contingent upon the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved

by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required

under Section 12(a) above, materially amended) by the Board.

15. MISCELLANEOUS

PROVISIONS.

(a) Proceeds

from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b) A

Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject

to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded

in the books of the Company (or its transfer agent). Until such shares of Common Stock are so issued and recorded, a Participant will

have only the rights of an unsecured creditor of the Company with respect to accumulated Contributions and such shares, and will have

no right to vote or to receive dividends or any other rights as a stockholder with respect to shares of Common Stock subject to Purchase

Rights.

Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature

of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to create in any way

whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate,

or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant.

(d) The

Plan and any controversy arising out of or relating to the Plan will be governed by, and construed in accordance with, the internal laws

of the State of Delaware, without regard to conflict of law principles that would result in any application of any law other than the

law of the State of Delaware.

(e) If

any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions

of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f) If

any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with Applicable

Law.

(g) Any

shares of Common Stock purchased or acquired pursuant to the Plan are subject to any Company policies, including any clawback, insider

trading, recoupment or stock ownership policies, that are in effect from time to time. Any portion of the shares of Common Stock purchased

pursuant to the Plan is subject to forfeiture, recovery by the Company or other action pursuant to any such policy which the Company may

adopt from time to time pursuant to laws or regulations, including, without limitation, any such policy which the Company may be required

to adopt under Applicable Law.

(h) Each

Participant will give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant

to a Purchase Right granted under the 423 Component if such disposition or transfer is made within two years after the applicable

Offering Date or within one year after the applicable Purchase Date. The Company may direct that any book entry or certificate evidencing

shares of Common Stock acquired under the Plan bear a legend, or that the Company’s transfer agent be instructed to notify the Company,

with respect to any such disposition or transfer.

(i) Before

the commencement of any Offering, the Board may, in its sole discretion, require that (i) any shares of Common Stock purchased under

the Plan during such Offering be retained with a broker or agent designated by the Board for a designated period of time, and may restrict

dispositions during that period and establish other procedures to permit tracking of dispositions of such shares, and/or (ii) shares

of Common Stock purchased under the Plan automatically participate in a dividend reinvestment plan or program maintained by the Company.

(j) The

provisions of the Plan will, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant,

including, without limitation, such Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees,

and any receiver, trustee in bankruptcy or representative of creditors of such Participant.

(k) By

participating in the Plan or accepting any Purchase Rights granted under it, each Participant consents to the collection and processing

of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights

under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation

in the Plan and shares of Common Stock offered or received, purchased, or sold under the Plan from time to time and other appropriate

financial and other data (such as the date on which the Purchase Rights were granted) about the Participant and his or her participation

in the Plan.

16. DEFINITIONS.

As used in the Plan, the following

definitions will apply to the capitalized terms indicated below:

(a) “423

Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy

the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(b) “Affiliate”

means any entity, other than a Related Corporation, whether now or subsequently established, which is at the time of determination, a

“parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities

Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the

foregoing definition.

Law” means the Code and any applicable securities, federal, state, foreign, material local or municipal or other law, statute,

constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision,

ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any

Governmental Body (or under the authority of the New York Stock Exchange, Nasdaq Stock Market or the Financial Industry Regulatory

Authority).

(d) “Board”

means the Board of Directors of the Company.

(e) “Capital

Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.

(f) “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the

Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company

through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,

large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure

or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification

Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company

will not be treated as a Capitalization Adjustment.

(g) “Code”

means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(h) “Committee”

means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(i) “Common

Stock” means the common stock of the Company with a par value of $0.001 per share, as the same may be converted, changed,

reclassified or exchanged.

(j) “Company”

means Adial Pharmaceuticals, Inc., a Delaware corporation, or any successor thereto.

(k) “Contributions”

means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to

fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for

in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through

payroll deductions and, with respect to the 423 Component, to the extent permitted by Section 423.

(l) “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more

of the following events:

(i) a

sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of

the Company and its subsidiaries;

(ii) a

sale or other disposition of more than 50% of the outstanding securities of the Company;

(iii) a

merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a

merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding

immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation

or similar transaction into other property, whether in the form of securities, cash or otherwise.

(m) “Designated

423 Company” means any Related Corporation selected by the Board as participating in the 423 Component.

(n) “Designated

Company” means any Designated Non-423 Company or Designated 423 Company, provided, however, that at any given time, a Related

Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component.

(o) “Designated

Non-423 Company” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component.

(p) “Director”

means a member of the Board.

(q) “Effective

Date” means the date that this Plan is approved by the Company’s stockholders.

(r) “Eligible

Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility

to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the

Plan.

(s) “Employee”

means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code

by the Company or a Related Corporation or solely with respect to the Non-423 Component, an Affiliate. However, service solely as a Director,

or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(t) “Employee

Stock Purchase Plan” means a plan that grants purchase rights intended to be options issued under an “employee stock

purchase plan,” as that term is defined in Section 423(b) of the Code.

(u) “Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

(v) “Fair

Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If

the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of

Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market

(or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such

source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on

the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation

exists.

(ii) In

the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with

Applicable Laws and regulations and, to the extent applicable as determined in the sole discretion of the Board, in a manner that complies

with Section 409A of the Code.

(w) “Governmental

Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental

body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality,

official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance

of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including

the New York Stock Exchange, the Nasdaq Stock Market and the Financial Industry Regulatory Authority).

(x) “Non-423

Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not

intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(y) “Offering”

means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end

of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document”

approved by the Board for that Offering.

(z) “Offering

Date” means a date selected by the Board for an Offering to commence.

(aa) “Officer”

means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the

Exchange Act.

(bb) “Participant”

means an Eligible Employee who holds an outstanding Purchase Right.

(cc) “Plan”

means this Adial Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan, as amended from time to time, including both the 423

Component and the Non-423 Component.

(dd) “Purchase

Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and

on which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(ee) “Purchase

Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first

Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(ff) “Purchase

Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(gg) “Related

Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether

now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(hh) “Securities

Act” means the U.S. Securities Act of 1933, as amended.

(ii) “Share

Reserve Increase Stock” means, as of the applicable time of measurement, the sum of (i) the number of shares of Capital

Stock issued and outstanding and (ii) the number of shares of Capital Stock issuable upon the conversion of preferred stock and upon

the exercise of any unexercised pre-funded warrants (without regard to any beneficial ownership limitations).

(jj) “Tax-Related

Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related

items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of

a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock acquired under the

Plan.

(kk) “Trading

Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed,

including but not limited to the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq

Capital Market or any successors thereto, is open for trading.

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+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

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 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:

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Namespace Prefix:

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Data Type:

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