Form 8-K

8-K — CareCloud, Inc.

Accession: 0001493152-26-027519

Filed: 2026-06-05

Period: 2026-06-04

CIK: 0001582982

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

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

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0001582982

2026-06-04

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 4, 2026

CareCloud,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36529

22-3832302

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Clyde Road, Somerset, New Jersey 08873

(Address of principal executive offices, zip code)

(732)

873-5133

(Registrant’s

telephone number, including area code)

Not

Applicable

(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 the registrant under

any of the following provisions:

☐

Written communications pursuant

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CCLD

Nasdaq

Global 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 ☐

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

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

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 4, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of CareCloud, Inc., (the “Company”),

held in Somerset, New Jersey, the Company’s shareholders approved the 2026 Equity Incentive Plan (the “Plan”) to authorize

the issuance of up to 1,000,000 shares of the Company’s common stock. The Company’s Board of Directors previously approved

the Plan, subject to shareholder approval.

The

foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of

which was attached as Appendix A to the Company’s Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with

the Securities and Exchange Commission on April 7, 2026, and is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated

by reference herein.

Item

5.07 Submission of Matters to a Vote of Security Holders.

of April 7, 2026, the record date, there were 42,492,949 shares of common stock outstanding and eligible to vote on all items at the

Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company’s Proxy Statement filed on

April 7, 2026. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each

such proposal was as follows:

1. The

two nominees listed below were elected to the Board of Directors with each director receiving

votes as follows:

Election of Directors

For

Withheld

Broker Non-Votes

Mahmud Haq

13,756,792

1,615,597

Cameron Munter

10,117,487

5,254,902

2. The

compensation of the Company’s named executive officers as disclosed in the Company’s

2026 Proxy Statement was approved on an advisory basis, receiving votes as follows:

For

Against

Abstain

Broker Non-Votes

14,107,802

674,933

589,654

3. CareCloud’s

2026 Equity Incentive Plan was approved, receiving votes as follows:

For

Against

Abstain

Broker Non-Votes

10,823,967

4,022,996

525,424

4. The

appointment of Tanner LLP as our independent registered public accounting firm for the year

ending December 31, 2026 was approved, receiving votes as follows:

For

Against

Abstain

Broker Non-Votes

24,966,489

133,725

115,592

9,843,417

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

3.1

CareCloud, Inc. 2026 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

CareCloud,

Inc.

Date:

June 5, 2026

By:

/s/

Norman Roth

Norman

Roth

Interim

Chief Financial Officer and Corporate Controller

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CareCloud,

Inc.

2026

Equity Incentive Plan

Adopted

by the Board of Directors: March 24, 2026

General.

(a)

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

(b)

Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,

(iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii)

Performance Cash-Settled Awards, and (viii) Other Stock Awards.

(c)

Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards

as set forth in Section 1(a), 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 eligible recipients may be given an opportunity to benefit from increases in value of

the Common Stock through the granting of Awards.

Administration.

(a)

Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a

Committee or Committees, as provided in Section 2(c).

(b)

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

(i)

To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award

shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which need

not be identical), including the time or times when a person shall be permitted to receive cash or Stock pursuant to a Stock Award; (E)

the number of shares of Stock with respect to which a Stock Award shall be granted to each such person; and (F) the Fair Market Value

applicable to a Stock Award.

(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 Stock

Award Agreement or in the written terms of a Performance Cash-Settled Award, in a manner and to the extent it shall deem 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 in

accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time

during which it will vest.

(v)

To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under

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

(vi)

To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating

to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or

Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided

in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing requirements, shareholder

approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Stock available

for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially

increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Stock may be issued

or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under

the Plan. Except as provided above, rights under any Award granted before amendment of the Plan shall not be 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.

(vii)

To submit any amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy

the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate

deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive stock options”

or (C) Rule 16b-3.

(viii)

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 except with respect to amendments

that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award shall not be impaired

by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing.

Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more

Awards without the affected Participant’s consent if necessary to maintain the qualified status of the Award as an Incentive Stock

Option or to bring the Award into compliance with Section 409A of the Code.

(ix)

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.

(x)

To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors

or Consultants who are foreign nationals or employed outside the United States.

(c)

Delegation to 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 shall have, in connection with the administration of the Plan, the powers theretofore

possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee

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

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

adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and

may, at any time, revest in the Board some or all of the powers previously delegated.

(ii)

Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section

162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Nothing herein shall create an inference

that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a Committee that does not at all

times consist solely of two or more Outside Directors or solely of two or more Non-Employee Directors.

(d)

Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not

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

(e)

Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reduce the exercise

price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation

Rights that have an exercise price or strike price greater than the current Fair Market Value of the Common Stock in exchange for cash

or other Stock Awards under the Plan, unless the shareholders of the Company have approved such an action within twelve (12) months prior

to such an event. Notwithstanding the foregoing, the Board or Committee shall have the authority, without the approval of the Company’s

shareholders, to cancel outstanding Options or Stock Appreciation Rights that have an exercise price or strike price greater than the

current Fair Market Value of the Common Stock in exchange only for a nominal cash payment of consideration as necessary to effect a cancellation

of the Award, provided that such cancellation is not treated as a repricing under United States generally accepted accounting principles.

Shares Subject to the Plan.

(a)

Share Reserve. The aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed 1,000,000

shares. Contemporaneously with the adoption of this Plan, the Corporation may effectuate a reverse stock split of the Common Stock, in

which case, the number of shares of Common Stock that may be issued pursuant to Stock Awards shall be adjusted in accordance with Section

9(a) relating to Capitalization Adjustments.

(b)

Reversion of Shares to the Share Reserve. If any shares of Stock issued pursuant to a Stock Award are forfeited back to the Company

because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited

shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company pursuant to Section 8(g)

or as consideration for the exercise of an Option shall again become available for issuance under the Plan.

(c)

Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3 and, subject to the provisions of Section

9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the

exercise of Incentive Stock Options granted shall be 1,000,000 shares of Common Stock.

(d)

Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Stock, including shares

repurchased by the Company on the open market or otherwise.

(e)

The maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director,

together with any cash fees paid to such Non-Employee Director during the fiscal year shall not exceed a total value of $[NUMBER] (calculating

the value of any Awards based on the grant date fair value for financial reporting purposes).

Eligibility.

(a)

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

Stock Options may be granted to Employees, Directors and Consultants; provided, however, 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 Stock Awards is treated as “service recipient stock”

under Section 409A of the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction)

or unless such Stock Awards comply with the distribution requirements of Section 409A of the Code.

(b)

Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such

Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is

not exercisable after the expiration of five (5) years from the date of grant.

Provisions relating to Options and Stock Appreciation Rights.

Each

Option or SAR granted under the Plan shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.

All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates

are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option.

Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as

an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred

compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section

409A of the Code. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock

Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement or Stock

Appreciation Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement

or otherwise) the substance of each of the following provisions:

(a)

Term. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, no Option or SAR shall be exercisable after the

expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.

(b)

Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, the exercise price (or strike price)

of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option

or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise price

(or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR if

such Option or SAR 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. Each

SAR will be denominated in shares of Common Stock equivalents.

(c)

Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the

extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment

set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise

restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method

of payment. The permitted methods of payment are as follows:

(i)

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

(ii)

pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the

stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions

to pay the aggregate exercise price to the Company from the sales proceeds;

(iii)

by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(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 that does

not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Participant

to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares

to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable

thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,”

(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;

(v)

in any other form of legal consideration that may be acceptable to the Board.

(d)

Exercise and Payment of a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice

of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation

Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to

the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares

of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right,

and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will

be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation distribution in respect to a Stock

Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined

by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

Unless

otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an Option that is paid by delivery

(or attestation) to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares

of the Common Stock of the Company that have been held for more than six months (or such longer or shorter period of time required to

avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common

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

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

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

to any Award under this Plan.

(e)

Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options

and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions

on the transferability of Options and SARs shall apply:

(i)

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

shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in

its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon

the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii)

Domestic Relations Orders. Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic relations order;

provided, however, 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.

(iii)

Beneficiary Designation. Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in a form

provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a

third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option or SAR and receive

the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator

of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the Common Stock or other consideration

resulting from such exercise.

(f)

Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable

in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time

or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board

may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject

to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g)

Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the

Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s

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

such Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the

date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified

in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If,

after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein

or in the Award Agreement (as applicable), the Option or SAR shall terminate.

(h)

Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous

Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the

issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR shall

terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination

of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration

requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless

otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR

following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider

trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination

exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would

not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth

in the applicable Award Agreement.

(i)

Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant

and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant

may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date

of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following

such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of

the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does

not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR (as

applicable) shall terminate.

(j)

Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and

the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant

dies within the period (if any) specified in the Award Agreement after the termination of the Participant’s Continuous Service

for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option

or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by

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

period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified

in the Award Agreement), or (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the

Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award Agreement (as applicable),

the Option or SAR shall terminate.

(k)

Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, if a Participant’s

Continuous Service is terminated for Cause, the Option or SAR shall terminate upon the date on which the event giving rise to the termination

occurred, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of such termination

of Continuous Service.

(l)

Non-Exempt Employees. No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards

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

of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, (i) in the

event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued,

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

Award Agreement or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines),

any such vested Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended

to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be

exempt from his or her regular rate of pay.

Provisions of Stock Awards other than Options and SARs.

(a)

Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions

as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares

of Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted

Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board.

The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate

Restricted Stock Award Agreements need not be identical; provided, however, that each Restricted Stock Award Agreement shall conform

to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following

provisions:

(i)

Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to

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

that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)

Vesting. Shares of Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance

with a vesting schedule to be determined by the Board.

(iii)

Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive

through a forfeiture condition or a repurchase right any or all of the shares of Stock held by the Participant that have not vested as

of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv)

Transferability. Rights to acquire shares of Stock under the Restricted Stock Award Agreement shall be transferable by the Participant

only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole

discretion, so long as Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock

Award Agreement.

(v)

Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same

vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(b)

Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions

as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,

and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that

each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the Agreement

or otherwise) the substance of each of the following provisions:

(i)

Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid

by the Participant upon delivery of each share of Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if

any) by the Participant for each share of Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration

that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)

Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the

vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii)

Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Stock, their cash equivalent, any combination

thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv)

Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose

such restrictions or conditions that delay the delivery of the shares of Stock (or their cash equivalent) subject to a Restricted Stock

Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v)

Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Stock covered by a Restricted Stock Unit Award,

as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend

equivalents may be converted into additional shares of Stock covered by the Restricted Stock Unit Award in such manner as determined

by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be

subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

(vi)

Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award

Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination

of Continuous Service.

(c)

Performance Awards.

(i)

Performance Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the attainment

during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified

period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period,

and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee,

in its sole discretion. The Board may provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant

to elect for, the payment of any Performance Stock Award to be deferred to a specified date or event. In addition, to the extent permitted

by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

(ii)

Performance Cash-Settled Awards. A Performance Cash-Settled Award is a cash award that may be paid contingent upon the attainment

during a Performance Period of certain Performance Goals. A Performance Cash-Settled Award may also require the completion of a specified

period of Continuous Service. At the time of grant of a Performance Cash-Settled Award, the length of any Performance Period, the Performance

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

shall be conclusively determined by the Committee, in its sole discretion. The Board may provide for or, subject to such terms and conditions

as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash-Settled Award to be deferred to

a specified date or event. The Committee may specify the form of payment of Performance Cash-Settled Awards, which may be cash or other

property, or may provide for a Participant to have the option for his or her Performance Cash-Settled Award, or such portion thereof

as the Board may specify, to be paid in whole or in part in cash or other property.

(iii)

Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect

to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish the Performance

Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date ninety

(90) days after the commencement of the applicable Performance Period, or (b) the date on which twenty-five (25%) of the Performance

Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain.

Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section

162(m) of the Code, the Committee shall certify the extent to which any Performance Goals and any other material terms under such Award

have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). Notwithstanding

satisfaction of any completion of any Performance Goals, to the extent specified at the time of grant of an Award to “covered employees”

within the meaning of Section 162(m) of the Code, the number of Shares, Options, cash or other benefits granted, issued, retainable and/or

vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further

considerations as the Committee, in its sole discretion, shall determine.

(d)

Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, 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 of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section

5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority

to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Stock

(or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock

Awards.

Covenants of the Company.

(a)

Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares

of Stock reasonably required to satisfy such Stock Awards.

(b)

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

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

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

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

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

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

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

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

commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Stock under the Plan,

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

such authority is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Stock pursuant

to the Stock Award if such grant or issuance would be in violation of any applicable securities law.

(c)

No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Participant to advise such holder

as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise

advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised.

The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.

Miscellaneous.

(a)

Use of Proceeds from Sales of Stock. Proceeds from the sale of shares of Stock pursuant to Stock Awards shall constitute general

funds of the Company.

(b)

Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any

Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of

when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant.

(c)

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

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

the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Stock subject to such Stock Award has been entered

into the books and records of the Company.

(d)

No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder

or in connection with any Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company

or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate

to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant

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

Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate

is incorporated, as the case may be.

(e)

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

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

year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof

that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding

any contrary provision of the applicable Option Agreement(s).

(f)

Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Stock under any Stock Award,

(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business

matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial

and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and

risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is

acquiring Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise

distributing the Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A)

the issuance of the shares upon the exercise or acquisition of Stock under the Stock Award has been registered under a then currently

effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel

for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,

upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate

in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Stock.

(g)

Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy

any federal, state or local tax withholding obligation relating to 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 Stock from the shares of Stock issued or otherwise

issuable to the Participant in connection with the Award; provided, however, that no shares of Stock are withheld with a value

exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification

of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding

payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.

(h)

Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document

delivered electronically or posted on the Company’s intranet.

(i)

Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of 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 establish programs

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

of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee

or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual

percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous

Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(j)

Compliance with Section 409A. To the extent that the Board determines that any Award granted hereunder is subject to Section 409A

of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences

specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance

with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides

otherwise), if the Shares are publicly traded and a Participant holding an Award that constitutes “deferred compensation”

under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment

of any amount shall be made upon a “separation from service” before a date that is six (6) months following the date of such

Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions

thereunder) or, if earlier, the date of the Participant’s death.

(k)

Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any

pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to

the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(l)

Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award

by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with

any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant

may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in

accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect

or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with

applicable law or stock exchange listing requirements).

(m)

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

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

or applicable only in specific cases.

(n)

Sub-Plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax or other

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

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

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

(o)

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

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

(p)

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

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

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

(q)

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

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

(r)

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

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

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

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

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

(s)

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

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

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

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

this Section 8(s), such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

(t)

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

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

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

Award Agreements.

Adjustments upon Changes in 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 securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number

of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and

maximum number of securities that may be awarded to any person pursuant to Sections 4(c) and 6(c)(i) , and (iv) the class(es) and number

of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination

shall be final, binding and conclusive.

(b)

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

of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Stock not subject

to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution

or liquidation, and the shares of Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be

repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service,

provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable

and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before

the dissolution or liquidation is completed but contingent on its completion.

(c)

Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise

provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the holder

of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate

Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect

to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:

(i)

arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company)

to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award

to acquire the same consideration paid to the shareholders of the Company pursuant to the Corporate Transaction);

(ii)

arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Stock issued pursuant to the

Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii)

accelerate the vesting of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior

to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to

the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating if not exercised

(if applicable) at or prior to the effective time of the Corporate Transaction;

(iv)

arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

(v)

cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time

of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;

and

(vi)

make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the

Participant would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection

with such exercise.

The

Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.

(d)

Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in

Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between

the Company or any Affiliate and the Participant. In the absence of such provision, one year acceleration of vesting shall occur.

10.

Termination or Suspension of the Plan.

(a)

Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan shall automatically

terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the

date the Plan is approved by the shareholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or

after it is terminated.

(b)

No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while

the Plan is in effect except with the written consent of the affected Participant.

11.

Effective Date of Plan.

This

Plan shall become effective on the Effective Date.

12.

Choice of Law.

The

law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without

regard to that state’s conflict of laws rules.

13.

Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a)

“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of

the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or

times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(b)

“Award” means a Stock Award or a Performance Cash-Settled Award.

(c)

“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms

and conditions of an Award which may, in the discretion of the Company, be transmitted electronically to such Participant. Each Award

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

(d)

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

(e)

“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to,

the Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company

through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,

large nonrecurring cash dividend, stock split, 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 No. 123 (revised).

Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

(f)

“Cause” shall have the meaning ascribed to such term in any written agreement between the Participant and

the Company defining such term and, in the absence of such agreement, such term shall mean, with respect to a Participant, the occurrence

of any of the following events that has a material negative impact on the business or reputation of the Company: (i) such Participant’s

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

material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company;

(iii) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (iv)

such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either

for Cause or without Cause shall be made by the Company, in its sole discretion. Any determination by the Company that the Continuous

Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have

no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(g)

“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,

of any one or more of the following events:

(i)

any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent

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

or similar transaction. Notwithstanding the foregoing, a Change in Control 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 shareholders of the Company immediately prior thereto

do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined

outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent

(50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction,

in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately

prior to such transaction;

(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 fifty percent (50%) of the combined voting power of the voting securities

of which are Owned by shareholders of the Company in substantially the same proportions as their Ownership of the outstanding voting

securities of the Company immediately prior to such sale, lease, license or other disposition; or

(iv)

individuals who, on the date the Plan is adopted by the Board, are 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.

(h)

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, including any applicable

regulations and guidance thereunder.

(i)

“Committee” means a committee of one or more Directors to whom authority has been delegated by the Board

in accordance with Section 2(c).

(j)

“Common Stock” means the common stock of the Company.

(k)

“Company” means CareCloud, Inc., a Delaware corporation, and any successor thereto.

(l)

“Consultant” means any individual or entity, including an advisor, who is (i) engaged by the Company or

an Affiliate to render bona fide 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, shall 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.

(m)

“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether

as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service

to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such

service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall

not terminate a Participant’s Continuous Service; provided, however, if the Entity for which a Participant is rendering

services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service

shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate; and provided further that if

any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A

of the Code. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion,

may determine whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board

or Chief Executive Officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company,

an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes

of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms

of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

(n)

“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions,

of any one or more of the following events:

(i)

the consummation of 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)

the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

(iii)

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

(iv)

the consummation of 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.

(o)

“Covered Employee” shall have the meaning provided in Section 162(m)(3) of the Code.

(p)

“Director” means a member of the Board.

(q)

“Disability” means, with respect to a Participant, unless the applicable Award Agreement says otherwise,

the inability of such Participant 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 twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the

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

(r)

“Effective Date” means the effective date of this Plan document, which is the date the shareholders of

the Company approved this Plan.

(s)

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

(t)

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

(u)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

(v)

“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” shall 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 shareholders of the

Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group”

(within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly,

of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding

securities.

(w)

“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 shall 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)

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 shall 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, the Fair Market Value shall be determined by the Board in good faith and in

a manner that complies with Sections 409A and 422 of the Code.

(x)

“Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to

be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(y)

“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.

(z)

“Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify

as an Incentive Stock Option.

(aa)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange

Act and the rules and regulations promulgated thereunder.

(bb)

“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock

granted pursuant to the Plan.

(cc)

“Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms

and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(dd)

“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.

(ee)

“Other Stock Award” means an award based in whole or in part by reference to the Stock which is granted

pursuant to the terms and conditions of Section 6(d).

(ff)

“Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock

Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms

and conditions of the Plan.

(gg)

“Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated

corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee

of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified

retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does

not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity

other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(hh)

“Own,” “Owned,” “Owner,” “Ownership”

A person or Entity shall 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.

(ii)

“Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other

person who holds an outstanding Stock Award.

(jj)

“Performance Cash-Settled Award” means an award of cash granted pursuant to the terms and conditions of

Section 6(c)(ii).

(kk)

“Performance Criteria” means the one or more criteria that the Board shall select for purposes of establishing

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

based on any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings per share and net

earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization;

(iv) total shareholder return; (v) return on equity or average shareholder’s equity; (vi) return on assets, investment, or capital

employed; (vii) stock price; (viii) margin (including gross margin); (ix) income (before or after taxes); (x) operating income; (xi)

operating income after taxes; (xii) pre-tax profit; (xiii) operating cash flow; (xiv) sales or revenue targets; (xv) increases in revenue

or product revenue; (xvi) expenses and cost reduction goals; (xvii) improvement in or attainment of working capital levels; (xiii) economic

value added (or an equivalent metric); (xix) market share; (xx) cash flow; (xxi) cash flow per share; (xxii) share price performance;

(xxiii) debt reduction; (xxiv) implementation or completion of projects or processes; (xxv) customer satisfaction; (xxvi) shareholders’

equity; (xxvii) capital expenditures; (xxiii) debt levels; (xxix) operating profit or net operating profit; (xxx) workforce diversity;

(xxxi) growth of net income or operating income; (xxxii) billings; and (xxxiii) to the extent that an Award is not intended to comply

with Section 162(m) of the Code, other measures of performance selected by the Board.

(ll)

“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 shall 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,

as applicable, for non-U.S. dollar denominated Performance Goals; (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; and (5) to exclude the effects of any “extraordinary

items” as determined under generally accepted accounting principles. In addition, 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 Stock Award Agreement or the written terms of a Performance Cash-Settled

Award.

(mm)

“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 and the payment of a Stock Award

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

(nn)

“Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

(oo)

“Plan” means this CareCloud,Inc. 2026 Equity Incentive Plan, as amended and/or amended and restated from

time to time.

(pp)

“Restricted Stock Award” means an award of shares of Stock which is granted pursuant to the terms and conditions

of Section 6(a).

(qq)

“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted

Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject

to the terms and conditions of the Plan.

(rr)

“Restricted Stock Unit Award” means a right to receive shares of Stock which is granted pursuant to the

terms and conditions of Section 6(b).

(ss)

“Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a

Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award

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

(tt)

“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.

(uu)

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

(vv)

“Stock” means Common Stock and Preferred Stock, as applicable.

(ww)

“Stock Appreciation Right” or “SAR” means a right to receive the appreciation

on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(xx)

“Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock

Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall

be subject to the terms and conditions of the Plan.

(yy)

“Stock Award” means any right to receive Stock granted under the Plan, including an Incentive Stock Option,

a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock

Award or any Other Stock Award.

(zz)

“Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the

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

(aaa)

“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%)

of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective

of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the

happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability

company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits

or capital contribution) of more than fifty percent (50%).

(bbb)

“Ten Percent Shareholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the

Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any

of its Affiliates.

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