Form 8-K

8-K — Lipocine Inc.

Accession: 0001493152-26-027266

Filed: 2026-06-04

Period: 2026-06-03

CIK: 0001535955

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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

3, 2026

LIPOCINE

INC.

(Exact

name of registrant as specified in its charter)

Commission

File No. 001-36357

Delaware

99-0370688

(State or other jurisdiction

(IRS Employer

of incorporation)

Identification Number)

675

Arapeen Drive, Suite 202

Salt

Lake City, Utah 84108

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (801) 994-7383

Former

name or former address, if changed since last report: Not Applicable

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 $0.0001 per share

LPCN

The NASDAQ Stock

Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

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

Certain Officers

noted below, on June 3, 2026, the shareholders of Lipocine Inc. (the “Company”) approved the Sixth Amended and Restated 2014

Stock and Incentive Plan (the “2014 Plan”). The 2014 Plan was adopted by the Company’s Board of Directors on April

15, 2014, and approved by stockholders on June 10, 2014. The Plan has since been amended and restated from time to time. The Sixth Amendment

was adopted by the Company’s Board of Directors on April 10, 2026. With shareholder approval obtained, the 2014 Plan is amended

to (I) increase the individual award limits thereunder from 25,000 to 100,000 and (II) increase the authorized number of common stock

awards granted under the Plan by 400,000 shares. Subject to adjustment in certain circumstances, the 2014 Plan now authorizes up to 1,000,000

shares of common stock for issuance.

Any

employees, officers, consultants, advisors, independent contractors, or non-employee directors of the Company or any of its subsidiaries

or affiliates are eligible to receive an award under the 2014 Plan. Generally, grants may be made in any of the following forms:

●

Stock Options

●

Stock Appreciation Rights

●

Restricted Stock and Restricted Stock Units

●

Other Stock-Based Awards

more complete summary of the 2014 Plan appears as Exhibit 10.2 of the Company’s Proxy Statement as filed with the SEC on April

21, 2026, and is incorporated by reference herein. The foregoing description and the summary contained in the Company’s Proxy

Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and

Restated 2014 Stock and Incentive Plan which is attached as Exhibit 10.1 to this current report on Form 8-K and incorporated by

refence herein.

Item

5.07 Submission of Matters to a Vote of Security Holders

June 3, 2026, the Company held its annual general meeting of shareholders, at which time the proposals described below were voted upon.

(1)

Election of

Directors. The Company’s shareholders elected for a one-year term four persons nominated for election as directors. The following

table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

Nominee

For

Withheld

Broker Non-Vote

Dr. Mahesh V. Patel

1,612,440

248,800

2,916,331

John W. Higuchi

1,664,789

196,451

2,916,331

Dr. Jill M. Jene

1,627,721

233,519

2,916,331

Dr. Richard Dana Ono

1,660,659

200,581

2,916,331

There

were no abstentions with respect to the election of directors.

(2)

Ratification

of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment

of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The

following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC:

For

Against

Abstain

4,538,146

178,276

61,149

There

were no broker non-votes in the ratification of appointment of Tanner LLC as the Company’s independent registered public accountants

for the fiscal year ending December 31, 2026.

(3)

Advisory Vote

on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation

of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the meeting with

respect to the adoption of this resolution on named executive officer compensation:

For

Against

Abstain

Broker Non-Vote

1,626,360

208,110

26,770

2,916,331

(4)

Amendment

to the Fifth Amended and Restated 2014 Stock and Incentive Plan to (I) increase the annual individual award limits thereunder from

25,000 to 100,000 and (II) increase the authorized number of shares of common stock awards granted under such plan from 600,000 shares

to 1,000,000 shares. The Company’s shareholders voted upon and approved the amendment to the Amended and Restated Certificate

of Incorporation. The following table sets forth the vote of the shareholders at the meeting with respect to the amendment to the

Fifth Amended and Restated 2014 Stock and Incentive Plan:

For

Against

Abstain

Broker Non-Vote

1,520,190

313,830

27,220

2,916,331

(5)

Adjournment

of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. The following table sets forth

the vote of the shareholders at the meeting with respect to the adjournment of the Annual Meeting, if necessary:

For

Against

Abstain

4,117,918

606,404

53,249

There

were no broker non-votes with respect to the adjournment of the Annual Meeting to continue to solicit votes in favor of the foregoing

proposals.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are filed herewith:

10.1

Sixth Amended and Restated 2014 Stock and 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.

LIPOCINE INC.

Date:

June

4, 2026

By:

/s/ Mahesh V. Patel

Mahesh V. Patel

President and Chief Executive Officer

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Exhibit 10.1

SIXTH

AMENDED AND RESTATED LIPOCINE INC.

2014

STOCK AND INCENTIVE PLAN

Approved

by Stockholders on June 3, 2026

Section

1. Purpose

The

purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining

employees, officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer

such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through

various stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests

of such persons with the Company’s stockholders.

Section

2. Definitions

used in the Plan, the following terms shall have the meanings set forth below:

(a)

“Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by

the Company.

(b)

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Dividend Equivalent

granted under the Plan.

(c)

“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted

under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).

(d)

“Board” shall mean the Board of Directors of the Company.

(e)

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated

thereunder.

(f)

“Change-in-Control Event” shall mean 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 Event shall not be deemed to occur (A) 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 (B) 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 Event 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 Event shall be deemed to occur;

(ii)

there

is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after

the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto

do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 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 stockholders of the Company in substantially the same proportions as their Ownership of the outstanding

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

(iv)

individuals

who, on the date this 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 definition or any other provision of this Plan, (A) the term Change-in-Control Event 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

Event (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

Event or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.

(g)

“Committee” shall mean the Compensation Committee of the Board or such other committee designated by the Board to

administer the Plan. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards

granted under the Plan to qualify under Rule 16b-3.

(h)

“Company” shall mean Lipocine Inc., a Delaware corporation, and any successor corporation.

(i)

“Director” shall mean a member of the Board.

(j)

“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.

(k)

“Eligible Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor

providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company

or any Affiliate is extended.

(l)

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

(m)

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n)

“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 stockholders of the Company

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

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

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

securities.

(o)

“Fair Market Value” with respect to one Share as of any date shall mean (a) if the Share is listed on any established

stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on such date, as reported

by The Wall Street Journal or a comparable reporting service, or, if no sale of Shares shall have occurred on such date, on the preceding

date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock exchange, the average of the closing

“bid” and “asked” prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any comparable reporting

service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding

date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of

a Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of

valuation with respect thereto.

(p)

“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the

requirements of Section 422 of the Code or any successor provision.

(q)

“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be

an Incentive Stock Option.

(r)

“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.

(s)

“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.

(t)

“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(u)

“Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association,

joint venture or trust.

(v)

“Plan” shall mean the Sixth Amended and Restated Lipocine Inc. 2014 Stock and Incentive Plan, as amended from time

to time.

(w)

“Prior Stock Plan” shall mean the Lipocine Inc. 2011 Equity Incentive Plan, as amended from time to time.

(x)

“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

(y)

“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive

a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(z)

“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange

Act of 1934, as amended, or any successor rule or regulation.

(aa) “Section

409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable

guidance thereunder.

(bb)

“Securities Act” shall mean the Securities Act of 1933, as amended.

(cc)

“Share” or “Shares” shall mean the common stock of the Company (or such other securities or property

as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).

(dd) “Specified

Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final

regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect

to all plans maintained by the Company that are subject to Section 409A.

(ee)

“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(ff)

“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%).

Section

3. Administration

(a) Power

and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan

and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or

types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the

method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and

conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture,

recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions

of any Award or Award Agreement, subject to the limitations under Section 7; (vi) accelerate the exercisability of any Award or the

lapse of any restrictions relating to any Award, subject to the limitations in Section 7, (vii) determine whether, to what extent

and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (excluding

promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7; (viii) determine whether, to what

extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically

or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret and

administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend,

suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of

the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the

administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to

comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without

limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in

order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants

located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations,

interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole

discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or

beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

(b) Delegation.

The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the

Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of Section

157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations under applicable exchange

rules. In no event shall any such delegation of authority be permitted with respect to Awards to any members of the Board or to any

Eligible Person who is subject to Rule 16b-3 under the Exchange Act or in such a manner as would cause the Plan not to comply with

the requirements of applicable exchange rules or applicable law. The Committee shall also be permitted to delegate, to any

appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the

event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of

the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as

a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation

of authority hereunder shall have the same force and effect as if such action were undertaken directly by the Committee and shall be

deemed for all purposes of the Plan to have been taken by the Committee.

and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from

time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless

the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3; and (ii)

only the Committee (or another committee of the Board comprised of directors who qualify as independent directors, within the

meaning of independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors

who are not also employees of the Company or an Affiliate

(d) Indemnification.

To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates

authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any

Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates

authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The

provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or

any other person may have by virtue of such person’s position with the Company.

Section

4. Shares Available for Awards

(a) Shares

Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued

under all Awards under the Plan shall be the sum of (i) 1,000,000 (which includes the authorized net increase of Shares in

connection with the adoption of the Sixth Amended and Restated Plan amendment plus previously approved Plan Shares, as well as all

Shares rolled over from the Prior Stock Plan upon initial approval of the Plan) and (ii) any Shares subject to any outstanding award

under the Prior Stock Plan that, since the initial approval of the Plan, are not purchased or are forfeited or reacquired by the

Company, or otherwise not delivered to the Participant due to termination or cancellation of such award. The aggregate number of

Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to awards issued under the Plan in

accordance with the share counting rules described in Section 4(b) below. Upon the initial stockholder approval of this Plan, future

issuances under the Prior Stock Plan were discontinued, but all outstanding awards previously granted under the Prior Stock Plan

remained outstanding and subject to the terms of the Prior Stock Plan.

(b) Counting

Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of

Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the

aggregate number of Shares available for granting Awards under the Plan. For purposes of determining the number of Shares covered on

the date of grant by an Option or a Stock Appreciation Right, the aggregate number of Shares with respect to which the Option or

Stock Appreciation Right is to be exercised shall be counted against the number of Shares available for Awards under the Plan

(without regard to the number of actual Shares issued upon exercise or settlement). If any Shares covered by an Award or to which an

Award relates are not purchased or are forfeited or are reacquired by the Company (including shares of Restricted Stock and

Restricted Stock Units, whether or not dividends have been paid on such shares), or if an Award otherwise terminates or is cancelled

without delivery of any Shares, then the number of Shares counted pursuant to Section 4(b) of the Plan against the aggregate number

of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company,

termination or cancellation, shall again be available for granting Awards under the Plan. Notwithstanding anything to the contrary

in this Section 4, the following Shares will not again become available for issuance under the Plan: (i) any Shares which would have

been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise”

pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (ii) any Shares withheld by

the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right;

(iii) Shares covered by a Stock Appreciation Right issued under the Plan that are not issued in connection with settlement in Shares

upon exercise; or (iv) Shares that are repurchased by the Company using Option exercise proceeds.

In the event that any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Shares, other

securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,

spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to

purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an

adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made

available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and

type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type

of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with

respect to any Award and (iv) the limitations contained in Section 4(d)(i) below; provided, however, that

the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be

made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

(d) Award

Limitations Under the Plan.

(i)

Calculation

of Award Limitations. On May 10, 2023, the Board approved a reverse stock split of 1-for-17. The par value of the common

stock and preferred stock was not adjusted as a result of the reverse stock split. The limitations on awards under this Plan listed

below have been adjusted to give effect to the reverse stock split and rounded for convenience.

(ii)

Annual

Limitation on Individual Awards. No Eligible Person may be granted any Award or Awards for more than 100,000 Shares (subject

to adjustment as provided for in Section 4(c) of the Plan), in the aggregate in any calendar year.

(iii)

Limit

on Awards to Non-Employee Directors. Notwithstanding the foregoing limit in (d)(i) above, Directors who are not also employees

of the Company or an Affiliate may not be granted and Award or Awards in the aggregate in any calendar year of more than 2,000 Shares,

subject to adjustment as provided in Section 4(c) of the Plan.

Section

5. Eligibility

Any

Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and

the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their

present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem

relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term

as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not

be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within

the meaning of Section 424(f) of the Code or any successor provision.

Section

6. Awards

(a) Options.

The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such

additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)

Exercise

Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than

100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee

may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock

option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.

(ii)

Option

Term. The term of each Option shall be fixed by the Committee at the time but shall not be longer than 10 years from the date

of grant.

(iii)

Time

and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part

and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually or by attestation),

other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal

to the applicable exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been

made.

(A)

Promissory

Notes. Notwithstanding the foregoing, the Committee may not accept a promissory note as consideration.

(B)

Net

Exercises. The Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of

Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair

Market Value of the Shares underlying the Option being exercised on the date of exercise, over the exercise price of the Option for

such Shares.

(iv)

Incentive

Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant

of stock options which are intended to qualify as Incentive Stock Options:

(A)

the extent that the aggregate Fair Market Value (determined at the time of grant) of the Shares with respect to which Incentive Stock

Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and any Affiliates)

exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock

Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise

do not comply with such rules will be treated as Non-Qualified Stock Options, notwithstanding any contrary provision of the applicable

Award Agreement(s).

(B)

All

Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board

or the date this Plan was approved by the stockholders of the Company.

(C)

Unless

sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than 10 years after the date of

grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who,

at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total

combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no

longer be exercisable no later than five years from the date of grant.

(D)

The

purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share on the date

of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive

Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock

possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase

price per Share purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share on the

date of grant of the Incentive Stock Option.

(E)

Any

Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable but shall

in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.

(b) Stock

Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the

terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder

thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over

(ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the

Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the

Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in

substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an

Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of

exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the

Committee (except that the term of each Stock Appreciation Right shall be subject to the term limitation in Section 6(a)(ii)

applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as

it may deem appropriate.

Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock

Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent

with the provisions of the Plan as the Committee shall determine:

(i)

Restrictions.

Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including,

without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other

right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such

installments or otherwise as the Committee may deem appropriate. Notwithstanding the foregoing, rights to dividend or Dividend Equivalent

payments shall be subject to the limitations described in Section 6(e). Awards may, at the Committee’s discretion, be conditioned

upon a Participant’s completion of a specified period of service, or upon the achievement of one or more performance goals

established by the Compensation, or upon any combination of service-based and performance-based conditions.

(ii)

Issuance

and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may

be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate

or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent

or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered

in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.

Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book-entry

registration) to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock

Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted

period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the

holder of the Restricted Stock Units.

(e) Dividend

Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant

shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the

discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a

number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend

Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee

may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options or Stock Appreciation Rights to such

Eligible Persons, and (ii) no dividend or Dividend Equivalent payments shall be made to a Participant with respect to any other

Award prior to the date on which all conditions or restrictions relating to such Award (or portion thereof to which the dividend or

Dividend Equivalent relates) have been satisfied, waived or lapsed.

(f) General.

(i)

Consideration

for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the

Committee or required by applicable law.

(ii)

Awards

May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition

to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.

Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan

of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards

or awards.

(iii)

Forms

of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be

made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee

shall determine (including, without limitation, cash, Shares, other securities (but excluding promissory notes), other Awards or

other property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis,

in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without

limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting

of Dividend Equivalents with respect to installment or deferred payments.

(iv)

Limits

on Transfer of Awards. Except as otherwise provided by the Committee in its discretion and subject to such additional terms and

conditions as it determines, no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right

under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no

Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged,

alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void

and unenforceable against the Company or any Affiliate. If the Committee does permit the transfer of an Award other than a fully

vested and unrestricted Share, such transfer shall be for no value and in accordance with the rules of Form S-8. The Committee may

establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries,

to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s

death.

(v)

Restrictions;

Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof

shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities

laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed

on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver

any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other

laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable

are satisfied.

(vi)

Option

and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval

of the Company’s stockholders, seek to effect any repricing of any previously granted “underwater” Option or Stock

Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price;

(ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation

Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units, or Other Stock-Based Award in exchange; or

(iii) repurchasing the underwater Option or Stock Appreciation Right. An Option or Stock Appreciation Right will be deemed to be

“underwater” at any time when the Fair Market Value of the Shares covered by such Option or Stock Appreciation Right

is less than the exercise price.

(vii)

Section

409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or

benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder

is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of

a change in control or due to the Participant’s disability or “separation from service” (as such term is defined

under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance

unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control, disability or separation

from service meet the definition of a change in ownership or effective control, disability, or separation from service, as the case

may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of

such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.

Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee

in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified

Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution

is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise..

Section

7. Amendment and Termination; Corrections

(a) Amendments

to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms

of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, (except as expressly provided

in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under

this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award

previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental

entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange. For greater

certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may

amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders of the Company in order to:

(i)

amend

the eligibility for, and limitations or conditions imposed upon, participation in the Plan;

(ii)

amend

any terms relating to the granting or exercise of Awards, including but not limited to terms relating to the amount and payment of

the exercise price, or the vesting, expiry, assignment or adjustment of Awards, or otherwise waive any conditions of or rights of

the Company under any outstanding Award, prospectively or retroactively;

(iii)

make

changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental

entity or stock exchange (including amendments to Awards necessary or desirable to maximize any available tax deduction or to avoid

any adverse tax results, and no action taken to comply with such laws, rules, regulations and policies shall be deemed to impair

or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof); or

(iv)

amend

any terms relating to the administration of the Plan, including the terms of any administrative guidelines or other rules related

to the Plan.

For

greater certainty, prior approval of the stockholders of the Company shall be required for any amendment to the Plan or an Award that

would:

(i)

require

stockholder approval under the rules or regulations of the Securities and Exchange Commission, the NASDAQ Stock Market or any other

securities exchange that are applicable to the Company;

(ii)

increase

the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;

(iii)

increase

the number of shares or value subject to the limitations contained in Section 4(d) of the Plan;

(iv)

permit

repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6(f)(vi) of the Plan, or permit the award

of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such

Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) of the Plan; or

(v)

increase

the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a)(ii) and Section 6(b).

(b) Corporate

Transactions. In the event of any Change in Control Event, reorganization, merger, consolidation, split-up, spin-off,

combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company

or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to

undergo such a transaction or event), any such event defined herein as a “Corporate Transaction”, the Committee or the

Board may, in its sole discretion, provide for one or more of the following to be effective upon the consummation of the event (or

effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and

no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of

an Award or beneficiary thereof:

(i)

either

(A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the

gain that would have been attained upon the exercise of the Award or realization of the Participant’s rights or (B) the replacement

of the Award with other rights or property selected by the Committee or the Board, in its sole discretion;

(ii)

that

the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by

similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,

with appropriate adjustments as to the number and kind of shares and prices;

(iii)

that

the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to

the contrary in the applicable Award Agreement; or

(iv)

that

the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the

event.

Notwithstanding

the foregoing, with respect to any Award, or any portion thereof, that is neither assumed by the successor or survivor corporation nor

substituted as provided in (b)(ii) above, then the portion of the Award that is not assumed or substituted shall become fully vested,

exercisable and payable with respect to all shares covered thereby. Furthermore, in the event the Committee or the Board uses its discretion

under Section 7(b)(i)(A) above to terminate an unexercised Option or Stock Appreciation Right held by a Participant who has not terminated

employment or otherwise separated from service with the Company and its Affiliates, and if the Black-Scholes value of the Option or Stock

Appreciation Right (determined at the time the Award is terminated) exceeds the gain that would have been realized upon exercise of the

Option or Stock Appreciation Right, the Company shall pay an additional cash bonus equal to the excess of the Black-Scholes value over

the gain (if any) that would have been realized upon exercise. In such event where the Black-Scholes value exceeds the gain that would

have been realized upon exercise of the Option or Stock Appreciation Right, the excess shall be treated as a short-term deferral for

purposes of Section 409A, payable upon the Corporate Transaction to Participants who are then in employment or service with the Company

and its Affiliates and solely in connection with the termination of the Option or Stock Appreciation Right as described in Section 7(b)(i)(A)

above, and not in connection with any exercise of the Option or Stock Appreciation Right.

of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the stockholders of the Company, correct

any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to

the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section

8. Income Tax Withholding

order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action

as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which

are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant

in paying all or a portion of the applicable taxes incurred upon exercise or receipt of (or the lapse of restrictions relating to) an

Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant

to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise

or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (but only

to the extent necessary to satisfy minimum statutory withholding requirements) or (b) delivering to the Company Shares other than Shares

issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount

of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section

9. General Provisions

(a) No

Rights to Awards. No Eligible Person, Participant or other person shall have any claim to be granted any Award under the Plan,

and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under

the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different

Participants.

(b) Award

Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement

shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted

through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a

representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and

conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with

the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(d) No

Rights of Stockholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may

impose on such Awards pursuant to Section 6(c)(i) or Section 6(e)), neither a Participant nor the Participant’s legal

representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares

issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.

(e) No

Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting

or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either

generally applicable or applicable only in specific cases.

(f) No

Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an

employee of the Company or any Affiliate, , nor will it affect in any way the right of the Company or an Affiliate to terminate a

Participant’s employment at any time, with or without cause, in accordance with applicable law. In addition, the Company or an

Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan or any Award,

unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal

or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in

equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any

Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might

otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or

unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted

all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully

bound thereby.

(g) Governing

Law. The internal law, and not the law of conflicts, of the State of Delaware shall govern all questions concerning the

validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any

Award.

(h) Severability.

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or

would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed

amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the

Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such

jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(i) No

Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any

kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any

person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater

than the right of any unsecured general creditor of the Company or any Affiliate.

(j) Other

Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose

of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group

insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise

provided by such other plan.

(k) No

Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall

determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be

canceled, terminated or otherwise eliminated.

(l) Headings.

Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall

not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section

10. Clawback or Recoupment

All

Awards under this Plan shall be subject to forfeiture or other penalties pursuant to (i) any Company clawback policy, as may be adopted

or amended from time to time, (ii) such forfeiture and/or penalty conditions or provisions as determined by the Committee, and (iii)

any applicable law, rule, or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley

Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable stock exchange listing rule

adopted pursuant thereto.

Section

11. Effective Date of the Plan

The

Plan was initially adopted by the Board on April 15, 2014 and approved by stockholders on June 10, 2014. The Plan has since been amended

and restated on several occasions. This Sixth Amended and Restated Plan was adopted by the Board on April 10, 2026. The Plan was approved

by the stockholders of the Company at the annual meeting of stockholders of the Company held on June 3, 2026, and such amendment shall

be effective as of the date of such stockholder approval (the “Effective Date”).

Section

12. Term of the Plan

Award shall be granted under the Plan, and the Plan shall terminate, on June 3, 2036, or any earlier date of discontinuation or termination

established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement,

any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to

the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

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dei_DocumentPeriodEndDate

Namespace Prefix:

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Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Name of the City or Town

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Name of the state or province.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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Data Type:

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Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Namespace Prefix:

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Period Type:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

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

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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