1. Purpose and Effective Date

• Purpose: Align interests of employees, directors, and consultants with stockholders by providing long-term incentive compensation tied to performance of the company's common stock.

• Effective Date: Adopted on April 20, 2021, subject to stockholder approval for Incentive Stock Options.

2. Definitions

• Affiliate: Any subsidiary or entity under common control with the company.

• Award: Grant of stock options, SARs, restricted stock, or unrestricted shares.

• Award Agreement: Written agreement outlining terms of an award.

• Base Price: Price per share for SAR exercise.

• Board: Company's Board of Directors.

• Cause: Definition varies; includes failure to perform, fraud, misconduct, or breach of agreement.

2.2 Definition in code

• Code: Internal Revenue Code of 1986, amended.

• Committee: Board appointed committee overseeing the plan administration.

• Common Stock: Common stock of the company with par value of $0.0001.

• Consultant: Individual providing services to the company but not an employee or director.

• Eligible Individual: Employee, consultant, director, or individual with a job offer.

• Incentive Stock Option: Option meeting specific tax requirements; has a $100,000 limit on grant value per year.

• Liquidation Event: Events like asset sales or mergers.

3. Administration of the Plan

• General: Administered by the Committee with powers to determine awards, establish rules, and approve conditions.

• Committee Composition: Majority must be outside or independent directors.

• Delegation of Authority: Board can delegate authority to grant awards to eligible individuals.

4. Shares Subject to the Plan

• Aggregate Limit: 1,500,000 shares maximum for awards.

• Per Participant Limit: Maximum of 1,500,000 shares for options and other awards in a calendar year.

• Adjustments: Changes in common stock impact the awards and shares available.

5. Eligibility and Awards

• Designation: Committee selects who receives awards and determines award type.

• Determination of Awards: Detailed terms established by the Committee.

• Award Agreements: Written documentation setting forth number of shares and conditions of the award.

6. Option Awards

• Distribution: Grants to selected eligible individuals in written agreements.

• Exercise Price: Determined by the Committee; cannot be less than 100% of fair market value at grant.

• Vesting: Options may vest over time or based on performance goals.

7. Stock Appreciation Rights (SARs)

• Grant: Similar process to option awards, defined by a base price.

• Benefits Upon Exercise: Payment calculated based on the market price exceeding the base price.

8. Restricted Stock Awards

• Grant Process: Awarded in exchange for payment; vesting set by Committee.

• Vesting Conditions: May depend on time or performance criteria.

• Nontransferability: Restrictions apply until vesting and other conditions are satisfied.

9. Common Stock Awards

• Award Conditions: Granted without transfer restrictions beyond general stock rules.

• Rights as Stockholder: Participants entitled to dividends declared on shares.

10. Performance Compensation Awards

• General: Awards conditioned on achieving specific performance goals, written before the fiscal year.

• Payment Conditions: Must be employed at fiscal period's end; determined by certification of goal achievement.

11. Forfeiture Events

• General: Awards may be forfeited based on certain triggering events, including misconduct.

• Right of Recapture: Gains from awards may be recouped if the participant is terminated for cause.

12. Liquidation Event

• Adjustments: The Committee can modify outstanding awards; options may become fully exercisable.

13. Restrictions on Transfer of Awards

• General: No transfer of awards or interests without company consent during the participant's lifetime.

• Permitted Transfers: Family members or entities controlled by the participant can receive shares.

14. Restrictive Covenants

• Noncompetition: Prohibitions on engaging in competitive activities post-service.

• Nonsolicitation: Restrictions on soliciting customers and staff after termination.

15. Assignment of Intellectual Property Rights

• General: Participants assign rights to inventions made during service.

• Assurances: Participants agree to support the company's rights to IP.

16. Covenants and Agreements Regarding Common Stock

• Equity Agreements: Participants may need to sign agreements with terms set by the company.

• Right of First Refusal: The company can buy back shares before external transfers are made.

17. Legends

• Pre-IPO Legend: Shares issued under this plan will carry a legend regarding restricted status.

18. Termination and Amendment

• General: The Board can suspend or amend the plan, but significant changes require participant consent.

19. General Provisions

• Securities Law Compliance: Ensures adherence to laws regarding securities.

• Tax Matters: Participants are responsible for tax withholding on awards; Section 409A compliance is emphasized.

• Governing Law: Delaware law governs the plan.