Common use of Equity Compensation Awards Clause in Contracts

Equity Compensation Awards. The Board has approved an incentive stock option (“ISO”) granting Employee the right to purchase up to 26,315,789 shares of the Company’s common stock under the Company’s Stock Incentive Plan (to be determined and filed via S-8), at an option exercise price of $0.0019, equal to the weighted-average closing price of the common stock for the previous five (5) trading days as of April 15, 2019, contingent upon Employee’s execution of this Agreement; provided that such option shall be granted as a non-ISO to the extent it does not qualify for ISO treatment on the Effective Date. This ISO award shall vest immediately upon the filing of the Company’s Form 10-Q for the period ending March 31, 2019. The ISO award shall be contingent upon Employee’s execution of a standard Employee Incentive Option Agreement in substantially the form attached as Exhibit A to this Agreement and the ISO award shall in all respects be subject to and governed by the provisions of the Company’s Stock Incentive Plan and the Employee Incentive Option Agreement. The Board has also approved a restricted stock award (“RSA”) of 23,684,211 shares of the Company’s common stock under the Company’s Stock Incentive Plan, valued at $0.0019, equal to the weighted-average closing price of the common stock for the previous five (5) trading days as of April 15, 2019, contingent upon the Employee’s executive of this Agreement. This RSA grant will vest immediately upon the filing of the Company’s Form 10-Q for the period ending March 31, 2019. Employee shall also receive an RSA grant every three months beginning at the time of the Agreement valued at Forty-Five Thousand and 00/100 Dollars ($45,000) in shares equal to the grant value divided by the weighted-average closing price of the common stock for the previous five (5) trading days. These quarterly grants will vest 100% twelve (12) months from date of grant.

Equity Compensation Awards. The Compensation Committee of the Board has approved an incentive stock option (“ISO”) granting Employee the right to purchase up to 26,315,789 150,000 shares of the Company’s common stock under the Company’s Chxxxxx & Coxxxxx, Ltd. 2008 Stock Incentive Plan (to be determined and filed via S-8), the “2008 Plan”) at an option exercise price of $0.0019, equal to the weighted-average closing price of the common stock for on the previous five (5) trading days as of April 15, 2019, Effective Date contingent upon Employee’s execution of this AgreementAgreement and commencement of employment with the Company; provided that such option shall be granted as a non-ISO to the extent it does not qualify for ISO treatment on the Effective Date. This ISO award shall vest immediately upon annually over a two-year period in accordance with the filing following vesting schedule: 33% of the Company’s Form 10-Q for ISO award (50,000 option shares) shall vest on the period ending March 31, 2019Effective Date and an additional 33% of the ISO award (50,000 option shares) shall vest on each of the following two anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) and/or serves on the Board of Directors of the Company through each anniversary. The ISO award shall be contingent upon Employee’s execution of a standard Employee Incentive Option Agreement in substantially the form attached as Exhibit A to this Agreement and the ISO award shall in all respects be subject to and governed by the provisions of the Company’s Stock Incentive 2008 Plan and the Employee Incentive Option Agreement. The In addition to the ISO award, the Compensation Committee of the Board has also approved the grant of a performance-based restricted stock award (“RSA”) of 23,684,211 for 100,000 shares of the Company’s common stock under pursuant to the 2008 Plan on the Effective Date contingent upon Employee’s execution of this Agreement and commencement of employment with the Company’s Stock Incentive Plan, valued at $0.0019, equal to . The restricted stock award shall vest on the weighted-average closing price first anniversary of the common Effective Date provided Employee has achieved performance-based goals as established by the Board of Directors and remains continuously employed with the Company (or other affiliated company) and/or serves on the Board of Directors of the Company through that date. The restricted stock for the previous five (5) trading days as of April 15, 2019, award shall be contingent upon the Employee’s executive execution of a Performance-Based Restricted Stock Award Agreement in substantially the form attached as Exhibit B to this Agreement. This RSA grant will vest immediately upon Agreement and shall in all respects be subject to, and governed by, the filing provisions of the Company’s Form 102008 Plan and corresponding Performance-Q for the period ending March 31, 2019. Employee shall also receive an RSA grant every three months beginning at the time of the Agreement valued at Forty-Five Thousand and 00/100 Dollars ($45,000) in shares equal to the grant value divided by the weighted-average closing price of the common stock for the previous five (5) trading days. These quarterly grants will vest 100% twelve (12) months from date of grantBased Restricted Stock Award Agreement.

Equity Compensation Awards. The Compensation Committee of the Board has approved an incentive stock option (“ISO”) granting Employee the right to purchase up to 26,315,789 80,000 shares of the Company’s common stock under the Company’s Xxxxxxx & Xxxxxxx, Ltd. 2008 Stock Incentive Plan (to be determined and filed via S-8), the “2008 Plan”) at an option exercise price of $0.0019, equal to the weighted-average closing price of the common stock for on the previous five (5) trading days as of April 15, 2019, Effective Date contingent upon Employee’s execution of this AgreementAgreement and commencement of employment with the Company; provided that such option shall be granted as a non-ISO to the extent it does not qualify for ISO treatment on the Effective Date. This ISO award shall vest immediately upon annually over a three-year period in accordance with the filing following vesting schedule: 25% of the Company’s Form 10-Q for ISO award (20,000 option shares) shall vest on the period ending March 31, 2019Effective Date and an additional 25% of the ISO award (20,000 option shares) shall vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The ISO award shall be contingent upon Employee’s execution of a standard Employee Incentive Option Agreement in substantially the form attached as Exhibit A to this Agreement and the ISO award shall in all respects be subject to and governed by the provisions of the Company’s Stock Incentive 2008 Plan and the Employee Incentive Option Agreement. The In addition to the ISO award, the Compensation Committee of the Board has also approved the grant of a restricted stock award (“RSA”) of 23,684,211 Restricted Stock Award for 80,000 shares of the Company’s common stock under pursuant to the 2008 Plan on the Effective Date contingent upon Employee’s execution of this Agreement and commencement of employment with the Company’s Stock Incentive Plan, valued at $0.0019, equal to . The restricted stock award shall vest annually over a three-year period in accordance with the weighted-average closing price following vesting schedule: 25% of the common shares (20,000 shares) shall vest on January 1, 2014 and an additional 25% of the shares (20,000 shares) will vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The restricted stock for the previous five (5) trading days as of April 15, 2019, award shall be contingent upon the Employee’s executive execution of a standard Restricted Stock Award Agreement in substantially the form attached as Exhibit B to this Agreement. This RSA grant will vest immediately upon Agreement and shall in all respects be subject to, and governed by, the filing provisions of the Company’s Form 10-Q for the period ending March 31, 2019. Employee shall also receive an RSA grant every three months beginning at the time of the Agreement valued at Forty-Five Thousand 2008 Plan and 00/100 Dollars ($45,000) in shares equal to the grant value divided by the weighted-average closing price of the common stock for the previous five (5) trading days. These quarterly grants will vest 100% twelve (12) months from date of grantcorresponding Restricted Stock Award Agreement.

Equity Compensation Awards. The Compensation Committee of the Board has approved an incentive stock option (“ISO”) granting Employee the right to purchase up to 26,315,789 100,000 shares of the Company’s common stock under the Company’s Cxxxxxx & Cxxxxxx, Ltd. 2008 Stock Incentive Plan (to be determined and filed via S-8), the “2008 Plan”) at an option exercise price of $0.0019, equal to the weighted-average closing price of the common stock for on the previous five (5) trading days as of April 15, 2019, Effective Date contingent upon Employee’s execution of this Agreement; provided that such option shall be granted as a non-ISO to Agreement and commencement of employment with the extent it does not qualify for ISO treatment on the Effective DateCompany. This ISO award shall vest immediately upon annually over a three-year period in accordance with the filing following vesting schedule: 25% of the Company’s Form 10-Q for ISO award (25,000 option shares) shall vest on the period ending March 31, 2019Effective Date and an additional 25% of the ISO award (25,000 option shares) shall vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The ISO award shall be contingent upon Employee’s execution of a standard Employee Incentive Option Agreement in substantially the form attached as Exhibit A to this Agreement and the ISO award shall in all respects be subject to and governed by the provisions of the Company’s Stock Incentive 2008 Plan and the Employee Incentive Option Agreement. The In addition to the ISO award, the Compensation Committee of the Board has also approved the grant of a restricted stock award (“RSA”) of 23,684,211 Restricted Stock Award for 100,000 shares of the Company’s common stock under pursuant to the 2008 Plan on the Effective Date contingent upon Employee’s execution of this Agreement and commencement of employment with the Company’s Stock Incentive Plan, valued at $0.0019, equal to . The restricted stock award shall vest annually over a three-year period in accordance with the weighted-average closing price following vesting schedule: 25% of the common shares (25,000 shares) shall vest on the Effective Date and an additional 25% of the shares (25,000 shares) will vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The restricted stock for the previous five (5) trading days as of April 15, 2019, award shall be contingent upon the Employee’s executive execution of a standard Restricted Stock Award Agreement in substantially the form attached as Exhibit B to this Agreement. This RSA grant will vest immediately upon Agreement and shall in all respects be subject to, and governed by, the filing provisions of the Company’s Form 10-Q for the period ending March 31, 2019. Employee shall also receive an RSA grant every three months beginning at the time of the Agreement valued at Forty-Five Thousand 2008 Plan and 00/100 Dollars ($45,000) in shares equal to the grant value divided by the weighted-average closing price of the common stock for the previous five (5) trading days. These quarterly grants will vest 100% twelve (12) months from date of grantcorresponding Restricted Stock Award Agreement.