Form 8-K

8-K — Triller Group Inc.

Accession: 0001213900-26-067658

Filed: 2026-06-11

Period: 2026-06-10

CIK: 0001769624

SIC: 6282 (INVESTMENT ADVICE)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0294347-8k_triller.htm (Primary)

EX-10.1 — TRILLER GROUP INC. 2026 EQUITY INCENTIVE PLAN (ea029434701ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-06-10

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2026-06-10

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2026-06-10

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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

June 10, 2026

Date of Report (Date of earliest event

reported)

TRILLER GROUP INC.

(Exact Name of Registrant as Specified

in its Charter)

Delaware

001-38909

33-1473901

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1301 N Broadway, STE 98065,

Los Angeles, CA

90012

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number,

including area code: (947) 622-9043

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is

intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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, $0.001 par value

ILLR

NASDAQ Capital Market

Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share

ILLRW

NASDAQ Capital Market

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of

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

Emerging growth company ☐

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to

a Vote of Security Holders.

On June 10, 2026, Triller Group Inc.

(the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) at 20F Foyer, 625 King’s

Road, North Point, Hong Kong. As of May 13, 2025, the record date set by the Company’s Board of Directors, there were 198,854,372

shares of Common Stock, par value $0.001 per share (the “Common Stock”) and 11,801,804 shares of Series A-1 Preferred Stock

issued and entitled to be voted at the Special Meeting, of which 114,094,392 or approximately 54.16% of the total outstanding shares of

Common Stock and Series A-1 Preferred Stock, were represented in person or by proxy; therefore, a quorum was present. The following proposals

were presented at the Annual Meeting:

1. Election of Directors

All of the following four nominees

were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual

Meeting and until their successors have been duly elected and have qualified.

Nominee

For

Against

Broker Non-Vote

Ng Wing Fai

111,355,798

2,738,594

Brian Chan

111,621,665

2,472,727

Thomas Ng

111,583,754

2,510,638

Felix Yun Pun Wong

111,619,688

2,474,704

2. Ratification of the Company’s Independent Auditors

Shareholders ratified the appointment

of Enrome LLP as the independent auditors of the Company for the fiscal year ended December 31, 2025, in accordance with the voting results

listed below.

For

Against

Abstain

Broker Non-Vote

112,764,808

195,155

1,134,429

3. Approval of an amendment to the

Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our common

stock, par value $0.001 per share (the “Common Stock”) by a ratio of no more than 1-for-10 at any time within one year after

the 2025 Annual Meeting, with the exact ratio to be determined within this range as determined by the Board in its sole discretion.

Shareholders approved an amendment

to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of

our common stock, par value $0.001 per share (the “Common Stock”) by a ratio of no more than 1-for-10 at any time within one

year after the 2025 Annual Meeting, with the exact ratio to be determined within this range as determined by the Board in its sole discretion.

For

Against

Abstain

Broker Non-Vote

106,765,882

6,200,982

1,127,528

4. Approval of an amendment to the

Company’s Certificate of Incorporation to change the name of the Company from “Triller Group Inc.” to “Eight Holdings

Inc.”

Shareholders approved an amendment

to the Company’s Certificate of Incorporation to change the name of the Company from “Triller Group Inc.” to “Eight

Holdings Inc.”

For

Against

Abstain

Broker Non-Vote

112,530,474

368,602

1,195,316

5. Approval of the Triller Group

Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”), including the reservation of 39,600,000 shares of Common

Stock for issuance thereunder.

Shareholders approved the Triller Group

Inc. 2026 Equity Incentive Plan, including the reservation of 39,600,000 shares of Common Stock for issuance thereunder.

For

Against

Abstain

Broker Non-Vote

104,726,262

7,920,615

1,447,515

6. Approval of, in accordance with

Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (or securities convertible into or exercisable for common stock) in

one or more private placements in excess of 20% of our outstanding common stock.

Shareholders approved, in accordance

with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (or securities convertible into or exercisable for common stock)

in one or more private placements including a potential private investment in public equity (“PIPE”) financing of up to $300

million. The offering will consist of between 200 million to 300 million shares of common stock at a price of between US$1.00 per share

to US$1.50 per share.

For

Against

Abstain

Broker Non-Vote

107,210,774

5,412,726

1,470,892

Item 9.01. Financial Statements

and Exhibits.

Exhibit No.

Description

10.1

Triller Group Inc. 2026 Equity Incentive Plan

104

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

SIGNATURE

Pursuant to the requirements

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

duly authorized.

TRILLER GROUP INC.

By:

/s/ Shu Pei Huang, Desmond

Name:

Shu Pei Huang, Desmond

Title:

Acting Chief Financial Officer

Dated: June 11, 2026

EX-10.1 — TRILLER GROUP INC. 2026 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029434701ex10-1.htm · Sequence: 2

Exhibit

10.1

TRILLER GROUP INC.

2026

EQUITY INCENTIVE PLAN

1. PURPOSE

OF THE PLAN; DEFINITIONS

The

name of the plan is the Triller Group Inc. 2026 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is to encourage and enable the Employees, Non-Employee Directors and Consultants of Triller Group Inc. (the

“Company”)

and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business

to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s

welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their

efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The

following terms shall be defined as set forth below unless the context otherwise requires:

“Act”

means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator”

means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation

committee and which, if necessary to comply with Rule 16b-3 or relevant securities exchange or inter-dealer quotation service, is comprised

solely of two or more Non-Employee Directors who are “independent” for purposes of any applicable listing requirements.

“Affiliate”

means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Act.

The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the

foregoing definition.

“Award”

means, individually or collectively (except where referring to a particular category of grant under the Plan), any Incentive Stock

Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Unrestricted Stock

Award, or Dividend Equivalent Right.

“Award

Agreement”

means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual

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

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

“Board”

means the Board of Directors of the Company.

“Cause”

means, unless the applicable Award Agreement provides otherwise:

(a) With

respect to any Employee or Consultant, (i) if the Grantee is a party to an employment

or service agreement with the Company or an Affiliate that provides a definition of Cause

(or a similar term), the definition contained therein, or (ii) for a Grantee who is not a

party to such an agreement, “Cause”

means the Grantee’s (1) intentional failure to perform reasonably assigned duties, (2) dishonesty

or willful misconduct in the performance of the Grantee’s duties, (3) involvement in a transaction

that is materially adverse to the Company or an Affiliate, (4) breach of fiduciary duty involving

personal profit, (5) willful violation of any law, rule, regulation or court order (other

than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation

of money or property), (6) commission of an act of fraud or intentional misappropriation

or conversion of any asset or opportunity of the Company or an Affiliate, or (7) material

breach of any provision of the Plan or the Grantee’s Award Agreement or any other written

agreement between the Grantee and the Company or an Affiliate, in each case as determined

in good faith by the Board, the determination of which shall be final, conclusive and binding

on all parties.

(b) With

respect to any Non-Employee Director, a determination by a majority of the disinterested

Board members that the Grantee has engaged in (i) malfeasance in office, (ii) gross misconduct

or neglect, (iii) false or fraudulent misrepresentation inducing the Non-Employee

Director’s appointment, (iv) willful conversion of corporate funds, or (v) repeated

failure to participate in Board meetings on a regular basis despite having received proper

notice of meetings in advance.

The

Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Grantee’s

Service Relationship has been terminated for Cause.

“Change

in Control”

means, except as otherwise provided in an Award Agreement or in an employment or consulting agreement with the Company or an Affiliate

that has been approved by the Administrator, the occurrence of any one or more of the following events or conditions:

(a) Any

person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, hereinafter

in this definition, “Person”),

other than the Company or an Affiliate or an Employee benefit plan of the Company or an Affiliate,

becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of securities of the Company representing more than 50% of the combined voting

power of the Company’s then outstanding securities;

(b) The

closing of a merger, consolidation or other business combination (a “Business

Combination”)

other than a Business Combination in which holders of the Stock immediately prior to the

Business Combination have substantially the same proportionate ownership of the common stock

or ordinary shares, as applicable, of the surviving corporation immediately after the Business

Combination as immediately before;

closing of an agreement for the sale or disposition of all or substantially all of the Company’s

assets to any Person that is not an Affiliate;

(d) The

approval by the Company’s stockholders of a plan of complete liquidation of the Company,

other than a merger of the Company into any Subsidiary or a liquidation as a result of which

Persons who were stockholders of the Company immediately prior to such liquidation have substantially

the same proportionate ownership of shares of common stock or ordinary shares, as applicable,

of the surviving corporation immediately after such liquidation as immediately before; or

(e) Within

any 24-month period, the Incumbent Directors cease to constitute at least a majority of the

Board or the board of directors of any successor to the Company; provided, however,

that any director elected to the Board, or nominated for election, by a majority of the Incumbent

Directors then still in office, shall be deemed to be an Incumbent Director for purposes

of this paragraph 1(e), but excluding, for this purpose, any such individual whose initial

assumption of office occurs as a result of either an actual or threatened election contest

with respect to the election or removal of directors or other actual or threatened solicitation

of proxies or consents by or on behalf of an individual, entity or “group” other than the

Board (including, but not limited to, any such assumption that results from any other paragraph

of this definition).

Notwithstanding

the foregoing, solely for the purpose of determining the timing of any payments pursuant to any Award constituting “deferred compensation”

that is subject to Code Section 409A, a Change in Control shall be limited to a “change in the ownership of the Company,” a “change

in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such

terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

“Code”

means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference to the any section of the Code is deemed

to include any regulations or other interpretive guidance under such section, and any amendments or successor provisions to such section,

regulations or guidance.

“Consultant”

means an individual who provides bona

fide services

to the Company or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1)

of Form S-8 under the Act.

“Dividend

Equivalent Right”

means an Award entitling the Grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified

in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the Grantee.

“Effective

Date”

means ______.

“Employee”

means any individual, including an officer or director, employed by the Company or an Affiliate; provided that

for purposes of determining eligibility to receive Incentive Stock Options, an Employee means an employee of the Company or a parent

or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a director or payment of a director’s fee

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

“Exchange

Act”

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

“Fair

Market Value”

means, as of any given date, the fair market value of a share of Stock as determined as follows: if the Stock is listed on the Nasdaq

Stock Market, The New York Stock Exchange or any other established stock exchange or a national market system, the Fair Market Value

shall be the closing price of a share of Stock (or if no sales were reported the closing price on the date immediately preceding such

date) as quoted on such exchange or system on the day of determination, as reported in the Wall

Street Journal or

other reliable source. In the absence of an established market for the Stock, the Fair Market Value shall be determined in good faith

by the Administrator and such determination shall be conclusive and binding on all persons.

“Grantee”

means an Employee, Non-Employee Director or Consultant who has been granted an Award, or any such individual’s beneficiary, estate

or representative who has acquired such Award in accordance with the terms of the Plan.

“Incentive

Stock Option”

means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Incumbent

Director”

means, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change in Control has

occurred, the individuals who were members of the Board at the beginning of such period.

“Non-Employee

Director”

means a member of the Board who is a “non-employee director” as defined in Rule 16b-3.

“Non-Qualified

Stock Option”

means any Stock Option that is not an Incentive Stock Option.

“Option”

or “Stock Option”

means any option to purchase shares of Stock granted pursuant to Section 5.

“Restricted

Shares”

means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of

repurchase.

“Restricted

Stock Award”

means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted

Stock Units”

means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“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.

“Sale

Price”

means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share

of Stock pursuant to a Change in Control.

“Section

409A”

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

“Service

Relationship”

means any relationship as an Employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be

deemed to continue without interruption in the event an individual’s status changes from full-time Employee to part-time Employee or

Consultant). If a Grantee’s Service Relationship is with an Affiliate that ceases to be an Affiliate, the Grantee’s Service Relationship

shall be deemed terminated for purposes of

the Plan. For purposes of the Plan, a Service Relationship shall not be deemed terminated merely as a result of (i) a transfer of employment

to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or (ii) an approved leave of

absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to re-employment

is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator

otherwise so provides in writing.

“Stock”

means the common stock of the Company, par value $0.0001 per share, subject to adjustments pursuant to Section 3.

“Stock

Appreciation Right”

means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable

Award Agreement) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise

price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right

shall have been exercised.

“Subsidiary”

means any corporation or other entity (other than the Company) in which the Company has at least a 50% interest, either directly or

indirectly.

“Ten

Percent Owner”

means an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of

the combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation (as both terms

are defined in Code Section 424).

“Total

and Permanent Disability”

means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment

that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months,

within the meaning of Section 22(e)(3) of the Code.

“Unrestricted

Stock Award”

means an Award of shares of Stock free of any restrictions.

2. ADMINISTRATION

(a) Administration

of Plan.

The Plan shall be administered by the Administrator.

(b) Authority

of Administrator.

Subject to the other provisions of the Plan, the Administrator’s charter and applicable laws,

and in addition to other express powers and authorization conferred by the Plan, the Administrator

shall have the sole power and authority, in its discretion, to make all determinations under

the Plan, including the power and authority:

(i) from

time to time to select, subject to the limitations in the Plan, the eligible individuals

to whom Awards may be granted;

(ii) to

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

(iii) to

determine the number of shares of Stock to be subject to any Award;

(iv) to

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

Option;

(v) to

prescribe the terms and conditions of each Award, including, without limitation, the exercise

price and medium of payment and vesting provisions, and to specify the provisions of the

Award Agreement relating to such grant;

(vi) to

construe and interpret the Plan and apply its provisions;

(vii) to

amend any outstanding Award, including for the purpose of modifying the time or manner of

vesting, or the term of any outstanding Award; provided,

however,

that if any such amendment impairs a Grantee’s rights or increases a Grantee’s obligations

under his or her Award or creates or increases a Grantee’s federal income tax liability with

respect to an Award, such amendment shall also be subject to the Grantee’s consent;

(viii) to

determine the duration and purpose of leaves of absences that may be granted to a Grantee

without constituting termination of their Service Relationship for purposes of the Plan,

which periods shall be no shorter than the periods generally applicable to Employees under

the Company’s employment policies;

(ix) to

adopt, amend and rescind rules, regulations and guidelines relating to the administration

of the Plan;

(x) to

make decisions with respect to outstanding Awards that may become necessary upon a Change

in Control or an event that triggers anti-dilution adjustments;

(xi) to

interpret, administer, reconcile any inconsistency in, correct any defect in or supply any

omission in the Plan and any instrument or agreement relating to, or Award granted under,

the Plan;

(xii) to

decide all disputes arising in connection with the Plan; and

(xiii) to

exercise discretion to make any and all other determinations which it determines to be necessary

or advisable for the administration of the Plan.

Decisions Final.

All decisions made by the Administrator pursuant to the Plan shall be final and binding on

the Company and the Grantees, unless such decisions are determined by a court having jurisdiction

to be arbitrary and capricious.

(d) Administrator

Action.

Subject to compliance with all applicable laws, action by the Administrator shall require

the consent of a majority of the members of the Administrator, expressed either orally at

a meeting of the Administrator or in writing in the absence of a meeting. No member of the

Administrator shall have any liability for any good faith action, inaction or determination

in connection with the Plan.

(e) Delegation

of Authority to Grant Awards.

Subject to applicable law, the Administrator, in its discretion, may delegate to a committee

consisting of one or more officers of the Company (such committee, the “Officer

Committee”),

all or part of the Administrator’s authority and duties with respect to the granting of Awards

(the “Delegated

Awards”)

to individuals who are not subject to the reporting and other provisions of Section 16 of

the Exchange Act and not members of the Officer Committee. Any such delegation by the Administrator

shall include a limitation as to the amount of Stock underlying Awards that may be granted

during the period of the delegation and shall contain guidelines as to the determination

of the exercise price and the vesting criteria. The Administrator may revoke or amend the

terms of a delegation at any time but such action shall not invalidate any prior actions

of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

Additionally, in order to evidence the Officer Committee’s approval of Delegated Award grants

pursuant to any delegation of authority, the Company shall compile a record documenting the

Officer Committee’s approval of Delegated Award grants. Such record will list the name of

each Grantee, the type and amount of Delegated Awards approved for grant, the grant date,

the vesting schedule for the Delegated Awards and any other non-standard material terms.

(f) Award

Agreement.

Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions

and limitations for each Award which may include, without limitation, the term of an Award

and the provisions applicable in the event employment or service terminates.

(g) Indemnification.

Neither the Board nor the Administrator, nor any member of either or any delegate thereof,

shall be liable for any act, omission, interpretation, construction or determination made

in good faith in connection with the Plan, and the members of the Board and the Administrator

(and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement

by the Company in respect of any claim, loss, damage or expense (including, without limitation,

reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted

by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability

insurance coverage which may be in effect from time to time and/or any indemnification

agreement between such individual and the Company.

(h) Foreign

Award Recipients.

Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws

in other countries in which the Company and its Subsidiaries operate or have Employees or

other individuals eligible for Awards, the Administrator, in its sole discretion, shall have

the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan;

(ii) determine which individuals outside the United States are eligible to participate in

the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside

the United States to comply with applicable foreign laws; (iv) establish sub-plans and modify

exercise procedures and other terms and procedures, to the extent the Administrator determines

such actions to be necessary or advisable (and such sub-plans and/or modifications shall

be attached to this Plan as appendices); provided, however,

that no such sub-plans and/or modifications shall increase the share limitations contained

in Section 3(a) hereof; and (v) take any action, before or after an Award is made,

that the Administrator determines to be necessary or advisable to obtain approval or comply

with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing,

the Administrator may not take any actions hereunder, and no Awards shall be granted, that

would violate the Exchange Act or any other applicable United States securities law, the

Code, or any other applicable United States governing statute or law.

3. STOCK

ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Authorized

Shares.

Subject to any adjustments as necessary pursuant to Section 3(b), the aggregate number of

shares of Stock reserved and available for grant and issuance under the Plan is 30,400,000.

If (i) any Option or other Award granted hereunder is exercised through the tendering of

Stock (either actually or by attestation) or by the withholding of Stock by the Company,

or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied

by the tendering of Stock (either actually or by attestation) or by the withholding of Stock

by the Company, then in each such case the shares of Stock so tendered or withheld shall

not be added back to the shares of Stock available for grant under the Plan. Only shares

of Stock underlying Awards under this Plan that are forfeited, canceled, or expire unexercised,

shall be available again for issuance under the Plan. The shares of Stock to be issued pursuant

to the grant or exercise of an Award may consist of authorized but unissued shares, shares

purchased on the open market or shares previously issued and outstanding and reacquired by

the Company. Subject to Section 3(b), the aggregate maximum number of shares of Stock that

may be issued pursuant to the exercise of Incentive Stock Options is 14,089,571 shares.

(b) Changes

in Stock.

Subject to Section 3(c), if, as a result of any reorganization, recapitalization, reclassification,

stock dividend, cash dividend, stock split, reverse stock split or other similar change in

the Company’s capital stock, the outstanding shares of Stock are increased or decreased or

are exchanged for a different number or kind of shares or other securities of the Company,

or additional shares or new or different shares or other securities of the Company or other

non-cash assets are distributed with respect to such shares of Stock or other securities,

or, if, as a result of any merger or consolidation, sale of all or substantially all of the

assets of the Company, the outstanding shares of Stock are converted into or exchanged for

securities of the Company or any successor entity (or a parent or subsidiary thereof), the

Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number

of shares reserved for issuance under the Plan, including the maximum number of shares that

may be issued in the form of Incentive Stock Options, (ii) the number and kind of shares

or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase

price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the

exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation

Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise

price multiplied by the number of shares subject to Stock Options and Stock Appreciation

Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable.

The Administrator shall also make equitable or proportionate adjustments in the number of

shares subject to outstanding Awards and the exercise price and the terms of outstanding

Awards to take into consideration cash dividends paid other than in the ordinary course or

any other extraordinary corporate event. Unless the Administrator specifically determines

that such adjustment is in the best interests of the Company or its Affiliates, the Administrator

shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section

3(b) will not constitute a modification, extension or

renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code

and in the case of Non-qualified Stock Options and Stock Appreciation Rights, ensure that

any adjustments under this Section 3(b) will not constitute a modification of such Awards

within the meaning of Section 409A of the Code. Any adjustments made under this Section 3(b)

shall be made in a manner that does not adversely affect the exemption provided pursuant

to Rule 16b-3. The adjustment by the Administrator shall be final, binding and conclusive.

No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment,

but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

in Control.

In the case of and subject to the consummation of a Change in Control, the parties thereto

may cause the assumption or continuation of Awards theretofore granted by the successor entity,

or the substitution of such Awards with new Awards of the successor entity or parent thereof,

with appropriate adjustment as to the number and kind of shares and, if appropriate, the

per share exercise prices, as such parties shall agree. To the extent the parties to such

Change in Control do not provide for the assumption, continuation or substitution of Awards,

upon the effective time of the Change in Control, the Plan and all outstanding Awards granted

hereunder shall terminate. In such case, the Administrator may, in its sole discretion, at

the time an Award is granted or at any time before, coincident with or following the effective

time of the Change in Control, cause any Award with time-based vesting, conditions or restrictions

to become partially or fully vested and exercisable or non-forfeitable as of the effective

time of the Change in Control or any other time or date fixed by the Administrator; and/or

cause any Award with conditions and restrictions relating to the attainment of performance

goals to become vested and exercisable or non-forfeitable in connection with the Change in

Control in the Administrator’s discretion or to the extent specified in the relevant Award

Agreement. In the event of such termination, (i) the Company shall have the option (in its

sole discretion) to make or provide for a payment, in cash or in kind, to any Grantee holding

an Option or Stock Appreciation Right, in exchange for the cancellation thereof, in an amount

equal to the difference between (A) the Sale Price multiplied by the number of shares of

Stock subject to the Option or Stock Appreciation Right (to the extent then exercisable at

prices not in excess of the Sale Price) and (B) the exercise price of the Option or Stock

Appreciation Right; provided

that,

in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater

than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration;

or (ii) each Grantee shall be permitted, within a specified period of time prior to the consummation

of the Change in Control as determined by the Administrator, to exercise all outstanding

Options and Stock Appreciation Rights (to the extent then exercisable) held by such Grantee.

The Company shall also have the option (in its sole discretion) to make or provide for a

payment, in cash or in kind, to the Grantees holding other Awards in an amount equal to the

Sale Price multiplied by the number of vested shares of Stock under such Awards.

(d) No

Adjustment for Certain Awards.

Except as hereinabove expressly provided, the issuance by the Company of shares of any class

or securities convertible into shares of any class, for cash, property, labor or services,

upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion

of shares or obligations of the Company convertible into such shares or other securities,

and in any case whether or not for fair value, shall not affect previously granted Awards,

and no adjustment by reason thereof shall be made with respect to the number of shares of

Stock subject to Awards theretofore granted or the purchase price per share of Stock, if

applicable.

(e) Powers

not Affected.

The existence of the Plan and the Awards granted hereunder shall not affect in any way the

right or power of the Board or of the stockholders of the Company to make or authorize any

adjustment, recapitalization, reorganization or other change of the Company’s capital structure

or business, any merger or consolidation of the Company, any issue of debt or equity securities

ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of

the Company or any sale, lease, exchange or other disposition of all or any part of its assets

or business or any other corporate act or proceeding.

4. ELIGIBILITY

Awards

may be granted under the Plan to such Employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected

from time to time by the Administrator in its sole discretion; provided that

Non-Qualified Stock Options may be granted only to Employees, Non-Employee Directors or Consultants who are providing services to the

Company or a Subsidiary, and Incentive Stock Options may be granted only to Employees of the Company or of a parent corporation or subsidiary

corporation within the meaning of Section 424(f) of the Code.

5. STOCK

OPTIONS

(a) Award

of Stock Options.

The Administrator may grant Stock Options under the Plan. Any Stock Option granted under

the Plan shall be in such form as the Administrator may from time to time approve. A Stock

Option may be either an Incentive Stock Option or a Non-Qualified Stock Option. Incentive

Stock Options may be granted only to Employees of the Company or any Affiliate that is a

“parent corporation” or “subsidiary corporation” within the meaning of Section 424(f) of

the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it

shall be deemed a Non-Qualified Stock Option. Stock Options granted pursuant to this Section

5 shall be subject to the following terms and conditions and shall contain such additional

terms and conditions, not inconsistent with the Plan, as the Administrator deems desirable.

If the Administrator so determines, Stock Options may be granted in lieu of cash compensation

at the optionee’s election, subject to such terms and conditions as the Administrator may

establish.

(b) Exercise

Price.

The exercise price per share for the Stock covered by a Stock Option granted pursuant to

this Section 5 shall be determined by the Administrator at the time of grant but shall not

be less than 100% of the Fair Market Value on the date of grant. In the case of an Incentive

Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive

Stock Option shall be not less than 110% of the Fair Market Value on the grant date. Notwithstanding

the foregoing, Stock Options may be granted with an exercise price per share that is less

than 100% of the Fair Market Value on the date of grant (i) pursuant to a transaction described

in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who

are not subject to U.S. income tax on the date of grant or (iii) if the Stock Option is otherwise

compliant with Section 409A.

Term.

The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall

be exercisable more than ten years after the date the Stock Option is granted. In the case

of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock

Option shall be no more than five years from the date of grant.

(d) Exercisability;

Rights of a Stockholder.

Stock Options shall become exercisable at such time or times, whether or not in installments,

as shall be determined by the Administrator at or after the grant date. The Administrator

may at any time accelerate the exercisability of all or any portion of any Stock Option.

An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise

of a Stock Option and not as to unexercised Stock Options.

(e) Method

of Exercise.

Stock Options may be exercised in whole or in part, by giving written or electronic notice

of exercise to the Company, specifying the number of shares to be purchased. Payment of the

purchase price may be made by one or more of the following methods except to the extent otherwise

provided in the Award Agreement:

(i) In

cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through

the delivery (or attestation to the ownership following such procedures as the Company may

prescribe) of shares of Stock that are not then subject to restrictions under any Company

plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii) By

the optionee delivering to the Company a properly executed exercise notice together with

irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable

and acceptable to the Company for the purchase price; provided that

in the event the optionee chooses to pay the purchase price as so provided, the optionee

and the broker shall comply with such procedures and enter into such agreements of indemnity

and other agreements as the Company shall prescribe as a condition of such payment procedure;

(iv) With

respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement

pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise

by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate

exercise price.

Payment

instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent

of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee

(or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price

for such shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws (including

the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an

optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares

of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event

that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options,

such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted

through the use of such an automated system.

(f) Annual

Limit on Incentive Stock Options.

To the extent required for “incentive stock option” treatment under Section 422 of the Code,

the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock

with respect to which Incentive Stock Options granted under this Plan and any other plan

of the Company or its parent and subsidiary corporations become exercisable for the first

time by an optionee during any calendar year shall not exceed $100,000. To the extent that

any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

6. STOCK

APPRECIATION RIGHTS

(a) Award

of Stock Appreciation Rights.

The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation

Right is an Award entitling the recipient to receive shares of Stock (or cash, to the

extent explicitly provided for in the applicable Award Agreement) having a value equal to

the excess of the Fair Market Value of a share of Stock on the date of exercise over the

exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock

with respect to which the Stock Appreciation Right shall have been exercised.

(b) Exercise

Price of Stock Appreciation Rights.

The exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair

Market Value of the Stock on the date of grant.

and Exercise of Stock Appreciation Rights.

Stock Appreciation Rights may be granted by the Administrator independently of any Stock

Option granted pursuant to Section 5 of the Plan.

(d) Terms

and Conditions of Stock Appreciation Rights.

Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined

on the date of grant by the Administrator. The term of a Stock Appreciation Right may not

exceed ten years. The terms and conditions of each such Award shall be determined by the

Administrator, and such terms and conditions may differ among individual Awards and Grantees.

7. RESTRICTED

STOCK AWARDS

(a) Nature

of Restricted Stock Awards.

The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award

is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator

may determine at the time of grant. Conditions may be based on continuing employment (or

other Service Relationship) and/or achievement of pre-established performance goals and objectives.

(b) Rights

as a Stockholder.

Upon the grant of the Restricted Stock Award and payment of any applicable purchase price,

if any, a Grantee shall have the rights of a stockholder with respect to the voting of the

Restricted Shares and receipt of dividends; provided that

if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment

of performance goals, any dividends paid by the Company during the performance period shall

accrue and shall not be paid to the Grantee until and to the extent the performance goals

are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise

determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the

records of the Company or the transfer agent to the effect that they are subject to forfeiture

until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated

Restricted Shares shall remain in the possession of the Company until such Restricted Shares

are vested as provided in Section 7(d) below, and the Grantee shall be required, as a condition

of the grant, to deliver to the Company such instruments of transfer as the Administrator

may prescribe.

Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered

or disposed of except as specifically provided herein or in the Restricted Stock Award Agreement.

Except as may otherwise be provided by the Administrator either in the Award Agreement or,

subject to Section 15, in writing after the Award is issued, if a Grantee’s employment (or

other Service Relationship) with the Company and its Subsidiaries terminates for any reason,

any Restricted Shares that have not vested at the time of termination shall automatically

and without any requirement of notice to such Grantee from or other action by or on behalf

of, the Company be deemed to have been reacquired by the Company at their original purchase

price (if any) from such Grantee or such Grantee’s legal representative simultaneously with

such termination of employment (or other Service Relationship), and thereafter shall cease

to represent any ownership of the Company by the Grantee or rights of the Grantee as a stockholder.

Following such deemed reacquisition of Restricted Shares that are represented by physical

certificates, a Grantee shall surrender such certificates to the Company upon request without

consideration.

(d) Vesting

of Restricted Shares.

The Administrator at the time of grant shall specify the date or dates and/or the attainment

of pre-established performance goals, objectives and other conditions on which the non-transferability

of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse.

Subsequent to such date or dates and/or the attainment of such pre-established performance

goals, objectives and other conditions, the shares on which all restrictions have lapsed

shall no longer be Restricted Shares and shall be deemed “vested.”

8. RESTRICTED

STOCK UNITS

(a) Nature

of Restricted Stock Units.

The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit

is an Award of stock units that may be settled in shares of Stock (or cash, to the extent

explicitly provided for in the Award Agreement) upon the satisfaction of such restrictions

and conditions at the time of grant. Conditions may be based on continuing employment (or

other Service Relationship) and/or achievement of pre-established performance goals and objectives.

The terms and conditions of each such Award shall be determined by the Administrator, and

such terms and conditions may differ among individual Awards and Grantees. Except in the

case of Restricted Stock Units with a deferred settlement date that complies with Section

409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested,

shall be settled in the form of shares of Stock (or cash, to the extent explicitly provided

for in the Award Agreement). Restricted Stock Units with deferred settlement dates are subject

to Section 409A and shall contain such additional terms and conditions as the Administrator

shall determine in its sole discretion in order to comply with the requirements of Section

409A.

(b) Election

to Receive Restricted Stock Units in Lieu of Compensation.

The Administrator may, in its sole discretion, permit a Grantee to elect to receive a portion

of future cash compensation otherwise due to such Grantee in the form of an award of Restricted

Stock Units. Any such election shall be made in writing and shall be delivered to the Company

no later than the date specified by the Administrator and in accordance with Section 409A

and such other rules and procedures established by the Administrator. Any such future cash

compensation that the Grantee elects to defer shall be converted to a fixed number of Restricted

Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise

have been paid to the Grantee if such payment had not been deferred as provided herein. The

Administrator shall have the sole right to determine whether and under what circumstances

to permit such elections and to impose such limitations and other terms and conditions thereon

as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be

received in lieu of cash compensation shall be fully vested, unless otherwise provided in

the Award Agreement.

as a Stockholder.

A Grantee shall have the rights as a stockholder only as to shares of Stock acquired by the

Grantee upon settlement of Restricted Stock Units; provided, however,

that the Grantee may be credited with Dividend Equivalent Rights with respect to the stock

units underlying his or her Restricted Stock Units, subject to the provisions of Section

10 and such terms and conditions as the Administrator may determine.

9. UNRESTRICTED

STOCK AWARDS

The

Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock

Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the Grantee may receive shares of Stock free of any

restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or

in lieu of cash compensation due to such Grantee.

10. DIVIDEND

EQUIVALENT RIGHTS

(a) Dividend

Equivalent Rights.

The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent

Right is an Award entitling the Grantee to receive credits based on cash dividends that would

have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other

Award to which it relates) if such shares had been issued to the Grantee. A Dividend Equivalent

Right may be granted hereunder to any Grantee as a component of an award of Restricted Stock

Units or as a freestanding award. The terms and conditions of Dividend Equivalent Rights

shall be specified in the Award Agreement. Dividend equivalents credited to the holder of

a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional

shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment

shall be at Fair Market Value on the date of reinvestment or such other price as may then

apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent

Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment

or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted

Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon

settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend

Equivalent Right shall expire or be forfeited or annulled under the same conditions as such

other Award.

11. TRANSFERABILITY

OF AWARDS

(a) Transferability.

Except as provided in Section 11(b) below, during a Grantee’s lifetime, his or her Awards

shall be exercisable only by the Grantee, or by the Grantee’s legal representative or guardian

in the event of the Grantee’s incapacity. No Awards shall be sold, assigned, transferred

or otherwise encumbered or disposed of by a Grantee other than by will or by the laws of

descent and distribution or pursuant to a domestic relations order. No Awards shall be subject,

in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer

in violation hereof shall be null and void.

(b) Administrator

Action.

Notwithstanding Section 11(a), the Administrator, in its discretion, may provide either in

the Award Agreement regarding a given Award or by subsequent written approval that the Grantee

(who is an Employee or director) may transfer his or her Non-Qualified Stock Options to his

or her immediate family members, to trusts for the benefit of such family members, or to

partnerships in which such family members are the only partners; provided that

the transferee agrees in writing with the Company to be bound by all of the terms and conditions

of this Plan and the applicable Award. In no event may an Award be transferred by a Grantee

for value.

Member.

For purposes of Section 11(b), “family member” means a Grantee’s child, stepchild, grandchild,

parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,

father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive

relationships, any person sharing the Grantee’s household (other than a tenant of the Grantee),

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

a foundation in which these persons (or the Grantee) control the management of assets, and

any other entity in which these persons (or the Grantee) own more than 50% of the voting

interests.

(d) Designation

of Beneficiary.

To the extent permitted by the Company, each Grantee to whom an Award has been made under

the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any

payment under any Award payable on or after the Grantee’s death. Any such designation shall

be on a form provided for that purpose by the Administrator and shall not be effective until

received by the Administrator. If no beneficiary has been designated by a deceased Grantee,

or if the designated beneficiaries have predeceased the Grantee, the beneficiary shall be

the Grantee’s estate.

12. TAX

WITHHOLDING

(a) Payment

by Grantee.

Each Grantee shall, no later than the date as of which the value of an Award or of any Stock

or other amount received thereunder first becomes includable in the gross income of the Grantee

for income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator

regarding payment of, any Federal, state, or local taxes of any kind required by law to be

withheld by the Company with respect to such income. The Company and its Subsidiaries shall,

to the extent permitted by law, have the right to deduct any such taxes from any payment

of any kind otherwise due to the Grantee. The Company’s obligation to deliver evidence of

book entry (or stock certificates) to any Grantee is subject to and conditioned on tax withholding

obligations being satisfied by the Grantee.

(b) Payment

in Stock.

The Administrator may require the Company’s tax withholding obligation to be satisfied, in

whole or in part, by the Company withholding from shares of Stock to be issued pursuant to

any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding

is effected) that would satisfy the withholding amount due; provided, however,

that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount

as is necessary to avoid liability accounting treatment. For purposes of share withholding,

the Fair Market Value of withheld shares shall be determined in the same manner as the value

of Stock includible in income of the Grantees. The Administrator may also require the Company’s

tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby

a certain number of shares of Stock issued pursuant to any Award are immediately sold and

proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding

amount due.

13. SECTION

409A

Awards

granted under the Plan are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section

409A. The Plan and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute

“nonqualified deferred compensation” within the meaning of Section 409A (a “409A

Award”),

the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to

comply with Section 409A. In this regard, (a) a termination of the Service Relationship shall be deemed to occur with respect to a

409 Award only if it is a “separation from service” within the meaning of Section 409A, and references in the Plan and the applicable

Award Agreement to “termination of the Service Relationship” or similar terms means a “separation

from service”; and (b) if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section

409A) to a Grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be

made prior to the date that is the earlier of (i) six months and one day after the Grantee’s separation from service, or (ii) the Grantee’s

death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties or additional

tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted

by Section 409A. The Company makes no representation that any or all of the payments or benefits described in the Plan will be exempt

from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such

payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

14. TERMINATION

OF SERVICE RELATIONSHIP

(a) Termination

other than for Cause.

Except to the extent inconsistent with the terms of an applicable Award Agreement or the

provisions of Section 14(b), the following terms and conditions shall apply with respect

to a termination of a Grantee’s Service Relationship with the Company or an Affiliate, as

applicable:

(i) The

Grantee’s rights, if any, to exercise any then exercisable Options or Stock Appreciation

Rights shall terminate:

(1) If

such termination is for a reason other than the Grantee’s Total and Permanent Disability

or death, 90 days after the date of such termination of the Service Relationship;

(2) If

such termination is on account of the Grantee’s Total and Permanent Disability, one year

after the date of such termination of the Service Relationship; or

(3) If

such termination is on account of the Grantee’s death, one year after the date of the Grantee’s

death.

Upon

such applicable date the Grantee (and such Grantee’s estate, designated beneficiary or other legal representative) shall forfeit any

rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Administrator,

in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the period, following a termination

of the Service Relationship, during which the Grantee has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation

Right, which period may not extend beyond the expiration date of the Award term.

(ii) In

the event of a termination of a Grantee’s Service Relationship for any reason prior to the

actual or deemed satisfaction and/or lapse of the vesting requirements, restrictions, terms

and conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or Dividend

Equivalent Right, such Award shall immediately be canceled, and the Grantee (and such Grantee’s

estate, designated beneficiary or other legal representative) shall forfeit any rights or

interests in and with respect to any such Award.

(b) Termination

for Cause.

Notwithstanding anything in this Section 14 or elsewhere in the Plan to the contrary, and

unless a Grantee’s Award Agreement specifically provides otherwise, in the event of a termination

of a Grantee’s Service Relationship for Cause, all of such Grantee’s then-outstanding Awards

shall expire immediately and be forfeited in their entirety upon such termination of the

Service Relationship.

15. AMENDMENTS

AND TERMINATION

The

Board may, at any time, amend, suspend, discontinue or terminate the Plan and the Administrator may, at any time, amend or cancel any

outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose; provided that

no such action shall materially and adversely affect rights under any outstanding Award without the affected Grantee’s consent. Except

as provided in Section 3(b) or 3(c), without prior approval by the holders of a majority of the shares of the Company’s securities

entitled to vote generally in the election of directors, in no event may the Administrator or the Board reduce the exercise price of

outstanding Stock Options or Stock Appreciation Rights, whether by amendment or otherwise, or effect repricing through cancellation

and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. To the extent required

under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator

to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of

the Code, Plan amendments shall be subject to approval by Company stockholders. Nothing in this Section 15 shall limit the Administrator’s

authority to take any action permitted pursuant to Section 3(b) or 3(c).

16. STATUS

OF PLAN

With

respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by

a Grantee, a Grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise

expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts

or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder; provided that

the existence of such trusts or other arrangements is consistent with the foregoing sentence.

17. GENERAL

PROVISIONS

(a) No

Distribution.

The Administrator may require each person acquiring Stock pursuant to an Award to represent

to and agree with the Company in writing that such person is acquiring the shares without

a view to distribution thereof.

(b) Issuance

of Stock.

To the extent certificated, stock certificates to Grantees under this Plan shall be deemed

delivered for all purposes when the Company or a stock transfer agent of the Company shall

have mailed such certificates in the United States mail, addressed to the Grantee, at the

Grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed

delivered for all purposes when the Company or a Stock transfer agent of the Company shall

have given to the Grantee by electronic mail (with proof of receipt) or by United States

mail, addressed to the Grantee, at the Grantee’s last known address on file with the Company,

notice of issuance and recorded the issuance in its records (which may include electronic

“book entry” records). Notwithstanding anything herein to the contrary, the Company shall

not be required to issue or deliver any evidence of book entry or certificates evidencing

shares of Stock pursuant to the exercise or settlement of any Award, unless and until the

Administrator has determined, with advice of counsel (to the extent the Administrator deems

such advice necessary or advisable), that the issuance and delivery is in compliance with

all applicable laws, regulations of governmental authorities and, if applicable, the requirements

of any exchange on which the shares of Stock are listed, quoted or traded. Any Stock issued

pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions

as the Administrator deems necessary or advisable to comply with federal, state or foreign

jurisdiction, securities or other laws, rules and quotation system on which the Stock is

listed, quoted or traded. The Administrator may place legends on any Stock certificate or

notations on any book entry to reference restrictions applicable to the Stock. In addition

to the terms and conditions provided herein, the Administrator may require that an individual

make such reasonable covenants, agreements, and representations as the Administrator, in

its discretion, deems necessary or advisable in order to comply with any such laws, regulations,

or requirements. The Administrator shall have the right to require any individual to comply

with any timing or other restrictions with respect to the settlement or exercise of any Award,

including a window-period limitation, as may be imposed in the discretion of the Administrator.

Fractional Shares.

No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award,

and the Administrator shall determine whether cash, other securities or other property shall

be paid or transferred in lieu of any fractional shares, or whether such fractional shares

or any rights thereto shall be canceled, terminated or otherwise eliminated.

(d) Stockholder

Rights.

Until Stock is deemed delivered in accordance with Section 17(b), no right to vote or receive

dividends or any other rights of a stockholder will exist with respect to shares of Stock

to be issued in connection with an Award, notwithstanding the exercise of a Stock Option

or any other action by the Grantee with respect to an Award.

(e) Other

Compensation Arrangements; No Employment Rights.

Nothing contained in this Plan shall prevent the Board from adopting other or additional

compensation arrangements, including trusts, and such arrangements may be either generally

applicable or applicable only in specific cases. The adoption of this Plan and the grant

of Awards do not confer upon any Employee any right to continued employment with the Company

or any Subsidiary.

(f) Trading

Policy Restrictions.

Option exercises and other Awards under the Plan shall be subject to the Company’s insider

trading policies and procedures, as in effect from time to time.

(g) Rule

16b-3.

The Company intends that the Plan and any Award made to a person subject to Section 16 of

the Exchange Act satisfy, and ben interpreted in a manner that satisfies, the applicable

requirements of Rule 16b-3. If the operation of any provision of the Plan or of any

such Award would conflict with this intent or otherwise not comply with the requirements

of Rule 16b-3, such provision or Award shall, to the extent possible, be interpreted and/or

deemed to have been amended so as to avoid such conflict and/or noncompliance.

(h) Clawback

Policy.

A participant’s rights with respect to any Award hereunder shall in all events be subject

to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with

(i) any right that the Company may have under any Company clawback, forfeiture or recoupment

policy as in effect from time to time or other agreement or arrangement with a Grantee, or

(ii) applicable law.

(i) No

Obligation to Notify or Minimize Taxes.

The Company shall have no duty or obligation to any Grantee to advise such Grantee as to

the time or manner of exercising any Award. Furthermore, the Company shall have no duty or

obligation to warn or otherwise advise such Grantee of a pending termination or expiration

of an Award or a possible period in which the Award may not be exercised. The Company has

no duty or obligation to minimize the tax consequences of an Award to any person.

(j) Notification

of Election Under Section 83(b) of the Code.

If any Grantee, in connection with the acquisition of Stock under an Award, makes the election

permitted under Section 83(b) of the Code, if applicable, the Grantee shall notify the Company

of the election within 10 days of filing notice of the election with the Internal Revenue

Service.

(k) Paperless

Administration.

If the Company establishes, for itself or using the services of a third party, an automated

system for the documentation, granting or exercise of Awards, such as a system using an internet

website or interactive voice response, then the paperless documentation, granting or exercise

of Awards by a Grantee may be permitted through the use of such an automated system.

(l) Broker-Assisted

Sales.

In the event of a broker-assisted sale of Stock in connection with the payment of amounts

owed by a Grantee under or with respect to the Plan or Awards: (i) any Stock to be sold through

the broker-assisted sale will be sold on the day the payment first becomes due, or as soon

thereafter as practicable; (ii) the Stock may be sold as part of a block trade with other

Grantees in the Plan in which all participants receive an average price; (iii) the applicable

Grantee will be responsible for all broker’s fees and other costs of sale, and by accepting

an Award, each Grantee agrees to indemnify and hold the Company harmless from any losses,

costs, damages or expenses relating to any such sale; (iv) to the extent the Company or its

designee receives proceeds of the sale that exceed the amount owed, the Company will pay

the excess in cash to the applicable Grantee as soon as reasonably practicable; (v) the Company

and its designees are under no obligation to arrange for the sale at any particular price;

and (vi) if the proceeds of the sale are insufficient to satisfy the Grantee’s

applicable obligation, the Grantee may be required to pay immediately upon demand to the

Company or its designee an amount in cash sufficient to satisfy any remaining portion of

the Grantee’s obligation.

(m) Data

Privacy.

As a condition for receiving any Award, each Grantee explicitly and unambiguously consents

to the collection, use and transfer, in electronic or other form, of personal data as described

in this Section 17(h) by and among the Company and its Subsidiaries and Affiliates exclusively

for implementing, administering and managing the Grantee’s participation in the Plan. The

Company and its Subsidiaries and Affiliates may hold certain personal information about a

Grantee, including the Grantee’s name, address and telephone number; birthdate; social security,

insurance number or other identification number; salary; nationality; job title(s); any Stock

held in the Company or its Subsidiaries and Affiliates; and Award details, to implement,

manage and administer the Plan and Awards (the “Data”).

The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves

as necessary to implement, administer and manage a Grantee’s participation in the Plan, and

the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting

the Company with Plan implementation, administration and management. These recipients may

be located in the Grantee’s country, or elsewhere, and the Grantee’s country may have different

data privacy laws and protections than the recipients’ country. By accepting an Award, each

Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data,

in electronic or other form, to implement, administer and manage the Grantee’s participation

in the Plan, including any required Data transfer to a broker or other third party with whom

the Company or the Grantee may elect to deposit any Stock. The Data related to a Grantee

will be held only as long as necessary to implement, administer, and manage the Grantee’s

participation in the Plan. A Grantee may, at any time, view the Data that the Company holds

regarding the Grantee, request additional information about the storage and processing of

the Data regarding the Grantee, recommend any necessary corrections to the Data regarding

the Grantee or refuse or withdraw the consents in this Section 17(h) in writing, without

cost, by contacting the local human resources representative. The Company may cancel Grantee’s

ability to participate in the Plan and, in the Administrator’s discretion, the Grantee may

forfeit any outstanding Awards if the Grantee refuses or withdraws the consents in this Section

17(h).

(n) Severability

of Provisions.

If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability

shall not affect any other provision of the Plan, and the Plan shall be construed and enforced

as if such invalid or unenforceable provision had not been included in the Plan.

(o) No

Funding.

The Plan shall be unfunded, and the Company shall not be required to establish any special

or separate fund or to make any other segregation of funds or assets to ensure the payment

of any Award. Prior to receipt of shares of Stock or a cash distribution under the terms

of an Award, such Award shall represent an unfunded unsecured contractual obligation of the

Company and the Grantee shall have no greater claim to the shares of Stock underlying such

Award or any other assets of the Company or Affiliate than any other unsecured general creditor.

(p) Headings.

Headings used throughout the Plan are for convenience only and shall not be given legal significance.

18. EFFECTIVE

DATE AND TERM OF PLAN

This

Plan shall be effective upon the Effective Date, subject to the Plan being approved by the Company’s stockholders within 12 months

of the date of the Plan’s adoption in accordance with applicable state law and applicable stock exchange rules. No Award may be granted

after the 10th anniversary

of the Effective Date and no Incentive Stock Option may be granted after the 10th anniversary

of the earlier of the date of the Board’s adoption of the Plan and the date of stockholder approval.

19. GOVERNING

LAW

The

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

regard to such state’s conflict of law rules.

adopted by the Board of Directors of TRILLER GROUP INC., on _____.

approved by the stockholders of TRILLER GROUP INC., on ______.

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