In consideration of
the covenants herein set forth, the parties hereto agree as follows:
1. Option Information.
Date of Option:
September 28, 2018
Michael L. Clark
Number of Shares:
is a Director of the Company, not an employee;
(b) The Board
of Directors (the “Board” which term shall include an authorized committee of the Board of Directors) and shareholders
of the Company have heretofore adopted a 2017 Incentive Stock Plan (the “Plan”), pursuant to which this Option
is being granted; and
(b) The Board
has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common
stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) thereunder.
3. Shares; Price.
The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash at the price per Share set forth in
Section 1(d) above (the “Exercise Price”).
4. Term of Option.
This Option shall expire, and all rights hereunder to purchase the Shares, shall terminate five (5) years from the date hereof.
Nothing contained herein shall be construed to interfere in any way with the right of the Company to terminate Optionee as a Director
to the Company, or to increase or decrease the compensation paid to Optionee from the rate in effect as of the date hereof.
5. Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the period that Optionee serves
as a Director of the Company with respect to 10,000 shares on the date hereof and then in ten equal installments of 4,000 shares
every six months on June 30 and December 31. The installments shall be cumulative (i.e., this option may be exercised, as to any
or all shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or
termination of this option).
This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix
A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors and (c) a written investment representation as provided for in Section 13 hereof.
This Option shall not be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. Notwithstanding
anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to
the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof
(a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash,
the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares
to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current
Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market
Price per share of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading
market for the Common Stock during the five (5) trading days immediately preceding such exercise date.
7. Termination of
Service. If Optionee’s service as a Director to the Company terminates for any reason, no further installments shall vest pursuant
to Section 5.
8. Death of Optionee.
If the Optionee shall die while serving as a Director to the Company, Optionee’s personal representative or the person entitled
to Optionee’s rights hereunder may at any time within ninety (90) days after the date of Optionee’s death, or during the remaining
term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that
Optionee could have exercised this Option as of the date of Optionee’s death; provided, in any case, that this Option may be so
exercised only to the extent that this Option has not previously been exercised by Optionee.
9. No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option
until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided
in Section 10 hereof.
Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision
or consolidation of shares or the payment of a stock dividend.
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11. Taxation upon
Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and
state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.
Extension and Renewal of Options. The Board or Committee, as defined in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and
the Nevada Securities Rules. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without
the consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.
13. Investment Intent;
Restrictions on Transfer.
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares
upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof;
and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information.
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any
stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE
OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM.
THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED _____ BETWEEN THE COMPANY
AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.
and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company’s transfer agent.
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14. Stand-off Agreement.
Optionee agrees that, in connection with any registration of the Company’s securities under the Securities Act, and upon the request
of the Company or any underwriter managing an underwritten offering of the Company’s securities, Optionee shall not sell, short
any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering)
without the prior written consent of the Company or such managing underwriter, as applicable, for a period of up to at least one
year following the effective date of registration of such offering.
Any notice required to be given pursuant to this Option shall be in writing and shall be deemed to be delivered upon receipt or,
in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at
the address last provided by Optionee for use in Company records related to Optionee.
16. Applicable Law.
Agreement Subject to Plan; Applicable Law. This Option is
made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge,
at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced
with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the
interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.
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Witness Whereof, the parties hereto have executed this Option as of the date first above written.
Notice is hereby given
pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at
the exercise price set forth in my option agreement:
A check in the amount
of the aggregate price of the shares being purchased is attached.
elect a cashless exercise pursuant to Section 6 of my Stock Option Agreement. The Market Price as of _______ was $_____ resulting
in the issuance of ______ shares of common stock on a cashless exercise basis.
I hereby confirm that
such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection
with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended,
or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at the time of
exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.
I understand that the
certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.
I agree to provide
to the Company such additional documents or information as may be required as deemed necessary.