As
filed with the Securities and Exchange Commission on September 20, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
| |
Safe
Pro Group Inc. |
|
| |
(Exact
name of registrant as specified in its charter) |
|
| Delaware |
|
87-4227079 |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification Number) |
| |
|
|
18305
Biscayne Blvd., Suite 222
Aventura,
Florida |
|
33160 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
2022
Safe Pro Group Inc. Equity Incentive Plan
(Full
title of the plans)
Daniyel
Erdberg
Chief
Executive Officer
18305
Biscayne Blvd., Suite 222
Aventura,
Florida 33160
(786)
409-4030
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Cavas
S. Pavri, Esq.
ArentFox
Schiff LLP
1717
K Street, NW
Washington,
DC 20006
(202)
724-6847
Facsimile:
(202) 778-6460
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
(Check one):
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
documents containing the information specified in this Item 1 will be sent or given by Safe Pro Group Inc. (the “Registrant”)
to participants in the 2022 Safe Pro Group Inc. Equity Incentive Plan to which this Registration Statement relates, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations
of the Securities and Exchange Commission (the “SEC”) and the instructions to Form S-8, such documents are not being filed
with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The written statement required by Item 2 is included in documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with
the Securities and Exchange Commission:
(a)
The Company’s Prospectus dated August 28, 2024, filed with the Commission on August 29, 2024 pursuant to Rule 424(b) under the
Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-280599), which contains the Registrant’s
audited financial statements for the latest fiscal year for which such statements have been filed;
(b)
The Company’s Current Report on Form 8-K filed on September 5, 2024;
and
(c)
The description of the Registrant’s common stock, par value $0.0001 per share contained in its Registration Statement on Form 8-A,
dated and filed with the SEC on August 27, 2024, , and any amendment or report filed with the SEC for the purpose of updating the description.
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished
on such form that relate to such items, subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated
by reference herein and to be a part hereof from the dates of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
As
of the date hereof, a partner of ArentFox Schiff LLP holds 11,800 shares of our common stock.
Item
6. Indemnification of Directors and Officers.
Delaware
law allows a corporation to indemnify its directors, officers, employees and agents against all reasonable expenses (including attorneys’
fees and amounts paid in settlement) and, provided that such individual, or indemnitee, acted in good faith and for a purpose which he
or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding,
had reasonable grounds to believe his or her conduct was lawful. Delaware law authorizes a corporation to indemnify its directors, officers,
employees and agents against all reasonable expenses including amounts paid in settlement and attorneys’ fees in connection with
a lawsuit by or in the right of the corporation to procure a judgment in its favor if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification may be paid as to
any claim, issue or matter as to which such person has been adjudged liable to the corporation unless it is determined by the court making
such adjudication of liability that, despite such finding, such person is fairly and reasonably entitled for such expenses deemed proper.
Delaware
law also provides for discretionary indemnification made by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made either:
(i)
by the stockholders;
(ii)
by the board of directors by majority vote of a quorum consisting of directors who were not parties to the actions, suit or proceeding;
(iii)
if a majority vote of a quorum consisting of directors who were not parties to the actions, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(iv)
if a quorum consisting of directors who were not parties to the actions, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
The
certificate of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the actions, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions do not affect any right to advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to Delaware law does not exclude any other rights to which a person seeking indemnification or advancement
of expenses may be entitled under the certificate of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his official capacity or an action in another capacity while holding office, except that indemnification,
unless ordered by a court or for the advancement of expenses, may not be made to or on behalf of any director or officer if his acts
or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. In addition,
indemnification continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Insofar
as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
(a)
The Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Aventura, Florida, on September 20, 2024.
| |
Safe
Pro Group Inc. |
| |
(Registrant)
|
| |
|
| |
By: |
/s/
Daniyel Erdberg |
| |
|
Daniyel
Erdberg |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniyel Erdberg or Theresa
Carlise as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually
and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated:
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
Daniyel Erdberg |
|
Chairman
of the Board and Chief Executive Officer |
|
September
20, 2024 |
| Daniyel
Erdberg |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Theresa Carlise |
|
Chief
Financial Officer |
|
September
20, 2024 |
| Theresa
Carlise |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
September
20, 2024 |
| /s/
Pravin Borkar |
|
Chief
Technical Officer and Director |
|
|
| Pravin
Borkar |
|
|
|
|
| |
|
|
|
|
| /s/
Arthur T. Dean |
|
Director |
|
September
20, 2024 |
| Arthur
T. Dean |
|
|
|
|
| |
|
|
|
|
| /s/
John E. Miller |
|
Director |
|
September
20, 2024 |
| John
E. Miller |
|
|
|
|
| |
|
|
|
|
| /s/
Lee Van Arsdale |
|
Director |
|
September
20, 2024 |
| Lee
Van Arsdale |
|
|
|
|
| |
|
|
|
|
Exhibit
5.1
 |
ArentFox
Schiff LLP
|
1717
K Street NW |
Washington,
DC 20006 |
| |
202.857.6000
MAIN |
202.857.6395
FAX |
| |
afslaw.com |
September
20, 2024
Safe
Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, Florida 33160
| Re: | Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to Safe Pro Group Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on
Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering a total of
2,865,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), issuable pursuant to the
2022 Safe Pro Group Equity Incentive Plan (the “Plan”).
In
rendering this opinion, we have examined: (i) the Certificate of Incorporation and By-laws of the Company, as filed in the Registration
Statement; (ii) the Registration Statement; (iii) the Plan, and (iii) such statutory provisions, certificates, and other documents as
we have deemed appropriate or necessary as a basis for the opinions hereinafter expressed. We have also examined such other documents
and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect
to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the
originals of those latter documents.
Based
upon the foregoing and in reliance thereon, it is our opinion that, as of the date hereof, the Shares to be issued under the Plan have
been duly authorized by all necessary corporate action of the Company, and, upon the issuance and delivery of, and payment for, the Shares
in the manner contemplated by the Plan and assuming the Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required
payment for the Shares, if applicable, the Shares will be validly issued, fully paid and non-assessable.
Smart
In
Your World®
|
Safe Pro Group
Inc.
September
20, 2024
Page 2
|
This
opinion is limited to the Federal law of the United States and General Corporation Law of the State of Delaware (including the statutory
provisions and the reported judicial cases interpreting those laws currently in effect), and we express no opinion as to the laws of
any other jurisdiction. This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act. The opinions expressed
in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that
date, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention
after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters
expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly
set forth in this opinion letter.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
Very
truly yours,
/s/
ArentFox Schiff, LLP
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Safe Pro Group, Inc. of our report dated
April 17, 2024 on the consolidated financial statements of Safe Pro Group, Inc., at December 31, 2023 and 2022 and for each of the two
years in the period ended December 31, 2023.
/s/
Salberg & Company, P.A.
SALBERG
& COMPANY, P.A.
Boca
Raton, Florida
September
18, 2024
Exhibit
99.1
2022
SPG Equity Incentive Plan
| 1. |
Purpose.
The purpose of the 2022 Safe Pro Group Inc., Inc. Equity Incentive Plan is to further align the interests of participants with those
of the shareholders by providing incentive compensation opportunities tied to the performance of the Common Stock and by promoting
increased ownership of the Common Stock by such individuals. The Plan is also intended to advance the interests of the Company and
its shareholders by attracting, retaining, and motivating key personnel. |
| 2. |
Definitions.
Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below: |
“Affiliate”
shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the Company (within the meaning of the Exchange Act).
“Award”
means an award of a Stock Option, Restricted Stock Award, Restricted Stock Unit, or Stock Award granted under the Plan.
“Award
Agreement” means an agreement entered into between the Company and a Participant setting forth the terms and conditions of
an Award granted to a Participant, as provided in Section 11(a) hereof.
“Board”
means the Board of Directors of the Company.
“Cause”
shall have the meaning set forth in Section 9(b)(ii) hereof.
“Change
in control” shall mean: (I) any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act) (a
“Person”) acquires beneficial ownership, directly or indirectly (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) (a “Beneficial Owner”), of more than fifty percent of the combined voting power of the then issued and outstanding shares
of the voting common stock of the Company (the “Voting Stock”), (ii) the occurrence of a merger, consolidation, reorganization,
share exchange or similar corporate transaction, whether or not the Company is the surviving corporation, other than a transaction which
would result in the Voting Stock outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty percent of the voting stock of the Company or such surviving
entity immediately after such transaction, or (iii) the sale, transfer, or disposition of all or substantially all of the business and
assets of the Company to any Person.
“Code”
means the United States Internal Revenue Code of 1986, as amended.
“Committee”
means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer the Plan, or
the full Board if no such committee is appointed.
“Common
Stock” means the Company’s common stock, par value $0.0001 per share.
“Company”
means Safe Pro Group Inc., a Delaware corporation.
“Date
of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee
may specify to be the effective date of an Award.
“Disability”
means, unless otherwise provided in an Award Agreement, a Participant being considered “disabled” within the meaning of Section
409A(a)(2)(C) of the Code and the regulations thereunder, or, with respect to a Participant who is not subject to United States income
tax as may otherwise be determined or construed by the Committee.
“Eligible
Person” means any person who is an employee, director, consultant, or other service provider of the Company or any of its Subsidiaries.
“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.
“Fair
Market Value” of a share of Common Stock shall be the fair market value of such share as determined by the Committee in its
discretion, and to the extent deemed appropriate by the Committee, based upon a recent transaction price per share or third-party valuation
of the Common Stock and, to the extent necessary, shall be determined in a manner consistent with Section 409A of the Code and Treasury
Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation; provided, however, that in the event the Common
Stock is publicly traded as of the date of any determination hereunder, “Fair Market Value” shall be determined by reference
to the closing trading price of the Common Stock on the trading date immediately prior to such date of determination.
“Incentive
Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422
of the Code and the regulations thereunder.
“Nonqualified
Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.
“Participant”
means any Eligible Person who holds an outstanding Award under the Plan.
“Plan”
means the Safe Pro Group Inc., Equity Incentive Plan as set forth herein, effective as provided in Section 13(a) hereof and as may be
amended from time to time.
“Restricted
Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 7 hereof that are issued subject to
such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and
the applicable Award Agreement.
“Restricted
Stock Unit” means a grant to an Eligible Person under Section 8 hereof representing notional unit interests equal in value
to a share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the
applicable Award Agreement.
“Securities
Act” means the United States Securities Act of 1933, as amended.
“Service”
means a Participant’s service as an employee, director, consultant or other personal service provider of the Company or any of
its Subsidiaries, as applicable.
“Stock
Option” means a grant to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price,
and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
“Subsidiary”
means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company,
or any other Affiliate of the Company that is so designated, from time to time, by the Committee, during the period of such affiliated
status; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity
that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.
| 3. |
Administration. |
| |
|
| |
(a) |
Committee
Members. The Plan shall be administered by the Committee, which shall be comprised of two or more members of the Board, and the
term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee shall
have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and
determine the terms and conditions of Awards granted under the Plan. The Committee shall also be permitted to delegate, to any appropriate
officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that
the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan
relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference
to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority
hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for
all purposes of the Plan to have been taken by the Committee. |
| |
|
|
| |
(b) |
Committee
Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out
its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its
discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares,
units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which
an Award will become vested, exercisable, or payable, the performance criteria, performance goals, and other conditions of an Award,
the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan, the Committee shall have the authority
to amend the terms of an Award in any manner that is not inconsistent with the Plan, provided that no such action shall adversely
affect the rights of a Participant with respect to an outstanding Award without the Participant’s consent. The Committee shall
also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other
determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any
omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and
rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may
be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated.
The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations
and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company
or such attorneys, consultants, accountants, or other advisors as it may select. All interpretations, determinations, and actions
by the Committee shall be final, conclusive, and binding upon all parties. |
| |
|
Notwithstanding
the foregoing, the Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may
act as the administrator of the Plan for any purpose. To the extent the Board has reserved any such authority or responsibility or
during any time that the Board is acting as administrator of the Plan, the Board shall have all the powers of the Committee hereunder,
and any reference herein to the Committee shall also refer to the Board acting in such capacity. To the extent that any action of
the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control. |
| 4. |
Shares
Subject to the Plan. |
| |
|
| |
(a) |
Number
of Shares Reserved. Subject to adjustment pursuant to Section 4(b) hereof, the number of shares of Common Stock which may be
issued under all Awards granted to Participants under the Plan shall be 5,000,000 shares. Shares of Common Stock issued under the
Plan may be either authorized but unissued or shares held in the Company’s treasury. If any Awards expire unexercised or are
otherwise forfeited, canceled, or terminated, the shares of Common Stock which were subject to such Awards shall again be available
for grants of Awards under the Plan to the extent of such forfeiture, cancellation, or termination. Incentive Stock Options may be
granted for up to the full number of available shares of Common Stock available hereunder. |
| |
|
|
| |
(b) |
Adjustments.
If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification,
stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common
Stock, or any merger, reorganization, consolidation, combination, spin-off, or other similar corporate change, or any other change
affecting the Common Stock, the Committee shall, in the manner and to the extent it considers equitable to the Participants and consistent
with the terms of the Plan, cause an adjustment to be made to (i) the number and kind of shares of Common Stock, units, or other
rights subject to then outstanding Awards, (ii) the exercise price or base price for each share or unit or other right subject to
then outstanding Awards, and (iii) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, (a)
any such adjustments shall, to the extent necessary, be made in a manner consistent with the requirements of Section 409A of the
Code, and (b) in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner
consistent with the requirements of Section 424(a) of the Code. In addition, the Committee shall have the discretionary authority
to make any of the foregoing adjustments in the event of any other material corporate transaction (including a joint venture transaction)
involving the Company or any Affiliate, including by substituting (x) a different form of Award or (y) the equity securities of an
Affiliate for the Common Stock of the Company under the Plan and outstanding Awards, if in the good faith discretion of the Committee
such adjustment is necessary or advisable for purposes of compliance with securities law or other regulatory requirements. |
| |
(c) |
Change
in Control. In the event of a Change-in-Control, outstanding Awards shall be treated as provided in the applicable Award Agreement
or as otherwise determined by the Committee in its discretion. Such treatment may include, by way of example and not limitation,
(i) cancellation of all or a portion of any Award for a cash payment in an amount equal to the number of shares of Common Stock subject
to the canceled portion of the Award multiplied by the amount by which the Fair Market Value of a share of Common Stock exceeds the
purchase price (if any) of the Award; (ii) conversion of all or a portion of the shares subject to the Award into other property
or securities; (iii) removal of any or all restrictions and conditions on any Award; or (iv) giving written notice to any Participant
that his or her Award will become immediately exercisable, notwithstanding any waiting period otherwise prescribed, and that the
Award will be canceled if not exercised within a specified period of days of such notice. |
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| 5. |
Eligibility
and Awards. |
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|
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(a) |
Designation
of Participants. Any Eligible Person may be selected by the Committee to receive an Award and become a Participant under the
Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who
are to be granted Awards, the types of Awards to be granted, the number of shares of Common Stock or units subject to Awards to be
granted and the terms and conditions of such Awards consistent with the terms of the Plan. In selecting Eligible Persons to be Participants,
and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that
it deems relevant or appropriate. |
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|
|
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(b) |
Determination
of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its
authority under Section 3(b) hereof. The terms of all Awards under the Plan will be specified by the Committee and will be set forth
in individual Award Agreements as described in Section 11(a) hereof. |
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| 6. |
Stock
Options. |
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|
|
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(a) |
Grant
of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions of
Section 6(f) hereof and Section 422 of the Code, each Stock Option shall be designated, in the discretion of the Committee, as an
Incentive Stock Option or as a Nonqualified Stock Option. |
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|
|
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(b) |
Exercise
Price. The exercise price per share of a Stock Option shall not be less than 100 percent of the Fair Market Value of the shares
of Common Stock on the Date of Grant. The Committee may, in its discretion, specify for any Stock Option an exercise price per share
that is higher than the Fair Market Value on the Date of Grant, including multiple premium priced tranches based on projected equity
valuations. |
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(c) |
Vesting
of Stock Options. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a
Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock
Option may be based on the continued Service of the Participant, on the attainment of specified performance goals or on such other
terms and conditions as approved by the Committee in its discretion. The vesting and exercisability of a Stock Option may be accelerated
by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control. |
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|
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(d) |
Term
of Stock Options. The Committee shall, in its discretion, prescribe in an Award Agreement the period during which a vested Stock
Option may be exercised, provided, however, that the maximum term of a Stock Option shall be ten years from the Date of Grant. A
Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination
of a Participant’s Service with the Company or any Subsidiary. Except as otherwise provided in this Section 6 or in an Award
Agreement, no Stock Option may be exercised at any time during the term thereof unless the Participant is then in the Service of
the Company or one of its Subsidiaries, as determined in accordance with Section 12(b) hereof. |
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|
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(e) |
Stock
Option Exercise; Tax Withholding. Subject to such terms and conditions as specified in an Award Agreement, a vested Stock Option
may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together
with payment of the aggregate exercise price therefore, provided that arrangements satisfactory to the Company have been made with
respect to any applicable withholding tax, pursuant to Section 12(d) hereof. Payment of the exercise price shall be made in the manner
set forth in the Award Agreement, in one or more of the following forms of payment: (i) in cash or by cash equivalent acceptable
to the Committee, (ii) in shares of Common Stock, valued at the Fair Market Value of such shares on the date of exercise, (iii) by
a combination of the foregoing methods, or (iv) by such other method as may be approved by the Committee and set forth in the Award
Agreement. |
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|
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(f) |
Additional
Rules for Incentive Stock Options. |
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|
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(i) |
Eligibility.
An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee for purposes of Treasury Regulation
§1.421-7(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect
to the Company for purposes of Section 424(f) of the Code. For the avoidance of doubt, Eligible Persons who are not subject to United
States income tax shall not be eligible for the grant of Incentive Stock Options and shall instead receive Nonqualified Stock Options. |
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(ii) |
Annual
Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined
as of the Date of Grant) of Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable
for the first time in any calendar year under the Plan and any other stock option plans of the Company or any subsidiary or parent
corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by
taking stock options into account in the order in which granted. |
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|
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(iii) |
Termination
of Employment. An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than three
months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one year following
a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the Committee
to comply with the requirements of Section 422 of the Code. |
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(iv) |
Other
Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together
with the terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive
stock option” under Section 422 of the Code. An Award Agreement for an Incentive Stock Option may provide that such Stock Option
shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable to “incentive stock options”
under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be nontransferable other than by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant. |
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(v) |
Disqualifying
Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years
following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall,
promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other
information regarding the disposition as the Company may reasonably require. |
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| 7. |
Restricted
Stock Awards. |
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|
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|
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(a) |
Grant
of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee
may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The Committee
may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to stockholders
generally or at the times of vesting or other payment of the Restricted Stock Award. |
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|
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(b) |
Vesting
Requirements. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting
requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based
on the continued Service of the Participant, on the attainment of specified performance goals, or on such other terms and conditions
as approved by the Committee in its discretion. The vesting of a Restricted Stock Award may be accelerated by, and may be dependent
upon, in whole or in part, the occurrence of a Change in Control. If the vesting requirements of a Restricted Stock Award shall not
be satisfied, the Award shall be forfeited and the shares of Stock subject to the Award shall be returned to the Company. |
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|
| |
(c) |
Rights
as Shareholder. Subject to the foregoing provisions of the Plan and the applicable Award Agreement, unless otherwise determined
by the Committee, the Participant shall have the rights of a shareholder with respect to the shares granted to the Participant under
a Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made with
respect thereto. Any Common Stock or other securities received as a stock dividend or distribution will be subject to the same restrictions
as the underlying Restricted Stock Award. |
| 8. |
Restricted
Stock Units. |
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|
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|
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(a) |
Grant
of Restricted Stock Units. A Restricted Stock Unit may be granted to any Eligible Person selected by the Committee. The value
of each Restricted Stock Unit is equal to the Fair Market Value of one share of Common Stock on the applicable date or time period
of determination, as specified by the Committee. Restricted Stock Units shall be subject to such restrictions and conditions as the
Committee shall determine. |
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|
|
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(b) |
Vesting
of Restricted Stock Units. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements with
respect to Restricted Stock Units, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted
Stock Unit may be based on the continued Service of the Participant, on the attainment of specified performance goals or on such
other terms and conditions as approved by the Committee in its discretion. The vesting of a Restricted Stock Unit may be accelerated
by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control. |
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|
| |
(c) |
Payment
of Restricted Stock Units. Restricted Stock Units shall become payable to a Participant at the time or times determined by the
Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. The payment of a Restricted
Stock Unit may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control. Payment
of a Restricted Stock Unit may be made, as approved by the Committee and set forth in the Award Agreement, in cash or in shares of
Common Stock, or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Restricted Stock
Unit shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined
by the Committee in its discretion. |
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|
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(d) |
Dividend
Equivalent Rights. Restricted Stock Units may be granted together with a dividend equivalent right with respect to the shares
of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional Restricted Stock Units
or may be accumulated in cash, as determined by the Committee in its discretion, and will be paid at the time the underlying Restricted
Stock Unit is payable. Dividend equivalent rights shall be subject to forfeiture under the same conditions as apply to the underlying
Restricted Stock Units. |
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|
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(e) |
No
Rights as Shareholder. The Participant shall not have any rights as a shareholder with respect to the shares subject to a Restricted
Stock Unit until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement. |
| 9. |
Forfeiture
Events. |
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|
|
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(a) |
General.
The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments, and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall
not be limited to, termination of Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality,
or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the
business or reputation of the Company. |
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|
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(b) |
Termination
for Cause. |
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|
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(i) |
General.
Unless otherwise provided by the Committee and set forth in an Award Agreement, if a Participant’s employment with the Company
or any Subsidiary shall be terminated for Cause, such Participant’s rights, payments and benefits with respect to an Award
shall be subject to cancellation, forfeiture, and/or recoupment. The Company shall have the power to determine whether the Participant
has been terminated for Cause and the date upon which such termination for Cause occurs. Any such determination shall be final, conclusive,
and binding upon the Participant. In addition, if the Company shall reasonably determine that a Participant has committed or may
have committed any act which could constitute the basis for a termination of such Participant’s employment for Cause, the Company
may suspend the Participant’s rights to exercise any option, receive any payment, or vest in any right with respect to any
Award pending a determination by the Company of whether an act has been committed which could constitute the basis for a termination
for “Cause” as provided in this Section 9(b). |
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|
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(ii) |
Definition
of “Cause”. For purposes of the Plan, unless otherwise provided in an applicable Award Agreement, “Cause”
shall mean (i) the repeated and material failure of the Participant to perform his or her material duties to the Company and its
Affiliates, or to follow the Company’s policies and procedures applicable to employees of the Company in effect from time to
time; (ii) willful malfeasance by the Participant in connection with the performance of his or her duties to the Company; (iii) the
Participant being convicted of, or pleading guilty or nolo contendere to, or being indicted for, a felony or other crime involving
theft, fraud or moral turpitude; (iv) fraud or embezzlement against the Company or an Affiliate; (v) the failure of the Participant
to comply with in any material respect any proper and lawful written direction of the Company or an Affiliate related to the provision
of services to the Company or such Affiliate; or (vi) the violation by the Participant of any non-competition, non-solicitation,
confidentiality, or other covenants applicable to the Participant. |
| 10. |
Restrictions
on Transfer/Other Provisions. |
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|
|
|
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(a) |
General.
Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution,
and shall not be subject in any manner to assignment, alienation, pledge, encumbrance, or charge. Notwithstanding the foregoing,
in the event of the death of a Participant while employed by the Company or any of its Subsidiaries, except as otherwise provided
by the Committee in an Award Agreement, an outstanding Award may become payable to the Participant’s beneficiary as designated
by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the
a legatee or legatees of such Award under the participant’s last will, or by such Participant’s executors, personal representatives,
or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. |
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|
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(b) |
Company
Call Right. |
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|
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|
(i) |
Call
Right upon Termination, Involuntary Transfer. Upon the termination of Service of a Participant for any reason, or an Involuntary
Transfer (as defined below) of the Common Stock occurs, the Company shall have the right (a “Call Right”) to purchase
and, upon the exercise of the Call Right by the Company, the Participant shall be required to sell, all shares of Common Stock beneficially
owned by a Participant or his beneficiary that have been acquired pursuant to an Award. Upon such termination of Service or Involuntary
Transfer, as the case may be, the Call Right may be exercised by the Company for a period of one year after the occurrence of such
event (or, if later, the date on which the Company is notified or becomes aware of the occurrence of such event). The Company may
exercise such Call Right by giving written notice thereof to the Participant. All determinations with respect to the Company’s
exercise of the Call Right shall be made by the Committee. |
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(ii) |
Purchase
Price. With respect to any exercise of a Call Right by the Company, the purchase price per share of Common Stock to be paid by
the Company at the closing provided for in this Section 10 shall be the Fair Market Value of the Common Stock, determined as of the
date of termination of the Participant’s Service or the Involuntary Transfer, as applicable; provided, however, that if the
Participant’s Service has been terminated for Cause, the purchase price per share shall be zero. For the avoidance of doubt,
with respect to any Option, the purchase price shall be paid with respect to shares of Common Stock beneficially owned by the Participant
following the exercise or net share settlement of such Option (i.e., after payment for or deduction of the exercise or base price
of such right). |
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|
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|
|
For
purposes hereof, “Involuntary Transfer” means a transfer of the Participant’s shares of Common Stock by operation
of law including, without limitation, as a result of (A) a sale or other disposition by a trustee or debtor in possession appointed
or retained in a bankruptcy case, (B) a sale at any creditors’ or judicial sale, or (C) a transfer arising out of a divorce
or separation proceeding. |
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|
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(iii) |
Election
and Delivery Procedures. |
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(A) |
The
closing of any exercise of the Call Right pursuant to this Section shall take place at the offices of the Company, or such other
place as may be mutually agreed upon, not less than ten or more than thirty days after the date such Call Right is exercised. The
exact date and time of closing shall be specified by the Company. |
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(B) |
At
such closing, the Participant shall deliver certificates for the vested shares of Common Stock to be sold to the Company duly endorsed,
or accompanied by written instruments of transfer in a form reasonably satisfactory to the Company duly executed, by such transferor,
free and clear of any lien, security interest, pledge, claim, option, right of first refusal, marital right, or other encumbrance.
The Company shall pay the applicable purchase price for the vested shares of Common Stock. |
| |
(c) |
Legal
Limitations. Anything in this Plan to the contrary notwithstanding, to the extent that the limitations or restrictions applicable
to the Company under the laws of its jurisdiction of incorporation, the restrictions or limitations contained in the Certificate
of Incorporation or By-Laws of the Company or any other applicable law, rule, or regulation or under the terms of any indebtedness
for borrowed money of the Company prohibit the Company from, or would cause the Company to be in default thereunder after, making
any payment required under this Plan with respect to any share of Common Stock, then the Company shall not be obligated to make such
payment at such time, and shall have the right to defer such payment until the Committee reasonably determines that such limitations
and restrictions no longer restrict the Company from making such deferred payment. Any amounts the payment of which is so deferred
shall bear interest, compounded annually and calculated at a rate equal to the prime rate and shall be paid (with interest) promptly
after, and to the extent that, the Committee determines that the limitations and restrictions referred to in the first sentence of
this Section 10(c) no longer restrict such payment. |
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|
|
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(d) |
Lock-Up
Agreement. Unless the Committee provides otherwise, following the effective date of a registration statement of the Company filed
under the Securities Act, for a period equal to the shortest period required of the Company’s executive officers, directors
or ten- percent shareholders (and only to the same extent applicable to any of the Company’s executive officers, directors
or ten-percent shareholders) by the managing underwriter of the Company’s first underwritten public offering of Common Stock
(the “IPO”), the Participant may not directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase, or otherwise transfer or dispose of any Common Stock acquired pursuant
to the vesting or exercise of an Award granted hereunder except for any Common Stock included in such registration; provided however,
that (a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock
(or other securities) to be sold on its behalf to the public in the IPO, and (b) all executive officers and directors of the Company
enter into similar agreements. |
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|
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(e) |
Drag
Along Right. Unless the Committee provides otherwise, if, prior to an IPO, any stockholder or stockholders owning capital stock
of the Company representing a majority of the Company’s outstanding voting power (the “Selling Majority Stockholder”)
propose to sell through a transaction or a series of related transactions a number of shares of capital stock of the Company representing
a majority of the Company’s outstanding voting power pursuant to a bona fide offer (a “Drag Along Sale”) to an
unaffiliated third person (a “Drag Along Purchaser”), such Selling Majority Stockholder shall have the right (the “Drag
Along Right”), but not the obligation, to require each Participant to sell a number of shares of Common Stock acquired pursuant
to the vesting or exercise of Awards hereunder as described in this Section 10(e). If a Selling Majority Stockholder elects to exercise
the Drag Along Right, then: |
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|
(i) |
The
Selling Majority Stockholder shall provide written notice to each Participant of the Drag Along Sale at least ten days prior to the
closing of such Drag Along Sale (“Drag Along Notice”) specifying the material terms and conditions of the Drag Along
Sale, including the number of shares of capital stock of the Company to be purchased by the Drag Along Purchaser, the percentage
(on an as-converted basis) of the total number of shares of capital stock of the Company (on an as-converted basis) to be sold by
the Selling Majority Stockholder pursuant to the Drag Along Sale to the total number of shares of capital stock of the Company (on
an as-converted basis) owned by the Selling Majority Stockholder (the “Fractional Amount”) and the proposed per share
purchase price (on an as-converted basis). |
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|
(ii) |
Each
Participant shall sell to the Drag Along Purchaser, along with the Selling Majority Stockholder, the number of shares acquired pursuant
to Awards granted hereunder equal to the product of (i) the number of shares of Common Stock acquired pursuant to Awards granted
hereunder owned by such Participant (or by a permitted transferee of the Participant), and (ii) the Fractional Amount, for the same
consideration per share and otherwise on the same terms and conditions as the Selling Majority Stockholder. |
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|
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|
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(f) |
Clawback
Rights. Unless the Committee provides otherwise, if a Participant materially violates any confidentiality, non-solicitation,
development, or noncompetition agreement with the Company or an Affiliate, if the Participant’s employment is terminated for
Cause, or upon such other events as determined by the Committee in its sole discretion (each a “Clawback Event”), the
Company may in its sole discretion repurchase (and the Participant shall sell) any shares of Common Stock acquired by the Participant
(or by a permitted transferee of the Participant) pursuant to Awards granted hereunder for a price equal to the purchase price paid
(if any) by the Participant under the Award or, if less, the Fair Market Value of the shares of Common Stock on the date of repurchase.
In the event a Clawback Event has occurred but is not discovered until a later time, the Company may either repurchase shares of
Common Stock as described in the immediately-preceding sentence or, if the Participant no longer holds such shares, require the Participant
to pay the Company the gross proceeds received in connection with the Participant’s sale or other transfer of the shares. |
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(g) |
Company’s
Right of First Refusal. Unless the Committee provides otherwise, while and so long as the Common Stock is not publicly traded,
any shares issued on exercise of any Award granted under this Plan shall be subject to the Company’s right of first refusal.
By virtue of that right, (a) except to the extent permitted by the Committee, such shares may not be transferred during the Participant’s
lifetime, unless such transfer occurs within fifteen days following the expiration of thirty days after the Company has been given
a written notice which correctly identifies the prospective transferee or transferees and which offers the Company an opportunity
to purchase such stock at its Fair Market Value in cash, and such offer was not accepted within thirty days after the Company’s
receipt of that notice; and (b) upon the Participant’s death, the Company shall have the right to purchase all or some of such
stock at its Fair Market Value within nine months after the date notice of the Participant’s death is received by the Company.
This right of first refusal shall continue to apply to any such stock after the transfer during the Participant’s lifetime
of that stock to a member of the Participant’s immediate family or to a family partnership or trust, and after any transfer
of that stock with respect to which the Company expressly waived its right of first refusal without also waiving it as to any subsequent
transfers thereof, but it shall not apply after a transfer of that stock with respect to which the Company was offered but did not
exercise or waived its right of first refusal or more than nine months after the Participant’s death. The Company may assign
all or any portion of its right of first refusal to any one or more of its stockholders, or to any pension or retirement plan or
trust for employees of the Company, who may then exercise the right so assigned. Stock certificates evidencing stock subject to this
right of first refusal shall be appropriately legended to reflect that right. |
| 11. |
General
Provisions. |
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|
|
|
| |
(a) |
Award
Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement
in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock, units or other rights
subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will become
vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of a Change
in Control and a termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by
reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions
applicable to the Award as determined by the Committee consistent with the limitations of the Plan. An Award Agreement may be in
the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company)
or certificates, notices or similar instruments as approved by the Committee. The Committee need not require the execution of an
Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant
to the terms, conditions, restrictions, and limitations set forth in the Plan and the Award Agreement. |
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|
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|
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(b) |
Determinations
of Service. |
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|
|
|
| |
|
(i) |
The
Company shall make all determinations relating to the Service of a Participant with the Company or any Subsidiary in connection with
an Award, including with respect to the continuation, suspension, or termination of such Service. A Participant’s Service shall
not be deemed terminated if the Company determines that (i) a transition of employment to service with a partnership, joint venture
or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a termination
of Service, (ii) the Participant transfers between service as an employee and service as a consultant or other personal service provider
(or vice versa), or (iii) the Participant transfers between service as an employee and that of a Non-Employee Director (or vice versa).
The Company may determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs
a Participant, shall be deemed to result in a termination of Service for purposes of any affected Awards, and the Company’s
decision shall be final and binding. |
| |
|
(ii) |
Notwithstanding
any term or provision to the contrary in this Plan, any Award Agreement, or any employment agreement between the Company or any Affiliate
and a Participant, the date of any termination of Service of a Participant for purposes of the Plan shall be as determined by the
Company, and in the case of the termination without Cause of a Participant’s Service, shall be deemed to be the date that actual
notice of termination of Service is delivered to the Participant, as determined by the Company, without regard to any period of notice
or reasonable notice of termination of Service, or pay in lieu thereof, to which the Participant may be entitled under applicable
law or otherwise. |
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|
|
|
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(c) |
No
Right to Employment or Continued Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer
upon any Eligible Person or any Participant any right to continue in the Service of the Company or any of its Subsidiaries, or interfere
in any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of
an Eligible Person or a Participant for any reason at any time. |
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|
|
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(d) |
Rights
as Shareholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities
covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section
4(b) hereof, no adjustment or other provision shall be made for dividends or other shareholder rights, except to the extent that
the Award Agreement provides for dividend payments or dividend equivalent rights. The Committee may determine, in its discretion,
the manner of delivery of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account
entry into new or existing accounts, or any other means as the Committee, in its discretion, deems appropriate. The Committee may
require that the stock certificates be held in escrow by the Company for any shares of Common Stock or cause the shares to be legended
in order to comply with the securities laws or other applicable restrictions, or should the shares of Common Stock be represented
by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares
of Common Stock as the Committee considers necessary or advisable. |
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|
|
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(e) |
Plan
Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s
executor, administrator, and permitted transferees and beneficiaries. |
| |
|
|
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(f) |
Code
Section 83(i) Elections. No Participant shall have the right to make an election under Section 83(i) of the Code with respect
to an Award granted under the Plan unless expressly permitted by the terms of the applicable Award Agreement or by action of the
Committee. If a Participant, in connection with the acquisition of shares of Common Stock pursuant to a Stock Option is expressly
permitted to make such election, the Committee shall provide such Participant with the required notice under Section 83(i)(6) of
the Code. Any such Participant who chooses to make the election must submit a signed and dated election form to the Company, using
the form provided for that purpose or another form acceptable to the Committee (which form shall meet the requirements of Section
83(i)(3)(A)(ii) of the Code), at 18305 Biscayne Blvd., Suite 222, Aventura, FL 33260 promptly after filing the election with the
Internal Revenue Service and in no event more than ten days thereafter. Further, any Participant who has made such election and subsequently
chooses to revoke the election shall notify the Company at the same address within ten days. |
| 12. |
Legal
Compliance. |
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|
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|
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(a) |
Securities
Laws. |
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|
|
|
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|
(i) |
No
shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed
by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by
any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance
of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to
meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may
deem advisable, including, without limitation, restrictions under the Securities Act under the requirements of any exchange upon
which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The
Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common
Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares. Certificates
representing Common Stock acquired pursuant to an Award may bear such legend as the Company may consider appropriate under the circumstances. |
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|
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|
(ii) |
From
the time the Company commences reliance on the exemption from registration provided by Rule 12h-1(f)(1) of the Exchange Act and until
the Company ceases such reliance or becomes subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the
Company shall provide to the option holders the information required to be delivered under Rule 12h-1(f)(1)(vi) of the Exchange Act,
as applicable, in accordance with such rule. |
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|
|
|
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(b) |
Shareholders
Agreement. Unless otherwise determined by the Committee, Common Stock granted or issued pursuant to all Awards hereunder shall
be subject to the Participant’s execution of a shareholders’ agreement acceptable to the Company. |
| |
|
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|
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(c) |
Unfunded
Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its
obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock
pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and
neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of
the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds
in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan. |
| |
(d) |
Section
409A Compliance. To the extent applicable, it is intended that all Awards granted under the Plan be designed in such manner to
be either exempt from the application, or to comply with the requirements of, Section 409A of the Code and the Treasury Regulations
and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by the Committee
in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In
the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with the applicable requirements
of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority
to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such
requirements, provided that no such action shall adversely affect any outstanding Award without the consent of the affected Participant.
In no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on a Participant
by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. |
| |
|
|
| |
(e) |
Tax
Withholding. The Participant shall be responsible for payment of any taxes or similar charges required by law to be paid or withheld
from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior
to the payment or other event that results in taxable income in respect of an Award. In addition to the methods described in this
Plan, the Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular
type of Award. Without limiting the foregoing, if the Company or any Subsidiary determines in its sole discretion that under the
requirements of applicable taxation laws or regulations of any governmental authority whatsoever it is obliged to withhold for remittance
to a taxing authority any amount upon the grant or exercise of an Award, the exercise of the Call Right, the other disposition or
deemed disposition by a Participant of an Award or any Common Stock, or the provision of any other benefit under this Plan, the Company
or any of its Subsidiaries, on its own behalf or on behalf of any third party purchaser of the Award or any Common Stock held by
the Participant, may take any steps it considers necessary or appropriate in the circumstances in connection therewith, including,
without limiting the generality of the foregoing: |
| |
|
|
| |
|
(i) |
requiring
the Participant to pay the Company or any of Subsidiaries such amount as the Company or any of its Subsidiaries is obliged to remit
to such taxing authority in respect thereof, with any such payment, in any event, being due no later than the date as of which any
such amount first becomes included in the gross income of the Participant for tax purposes (and further provided that, in the case
of a Stock Option, such payment shall be made in the same manner as payment of any applicable exercise price or in any other manner
that may be designated by the Committee); |
| |
|
|
|
| |
|
(ii) |
issuing
any Common Stock issued pursuant to an Award to an agent on behalf of the Participant and directing the agent to sell a sufficient
number of such shares on behalf of the Participant to satisfy the amount of any such withholding obligation, with the agent paying
the proceeds of any such sale to the Company or any of its Subsidiaries for this purpose; or |
| |
|
|
|
| |
|
(iii) |
to
the extent permitted by law, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to
the Participant. |
| |
(f) |
No
Guarantee of Tax Consequences. Neither the Company, the Board, the Committee, nor any other person make any commitment or guarantee
that any Federal, state, local, or foreign tax treatment will apply or be available to any Participant or any other person hereunder. |
| |
|
|
| |
(g) |
Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction. |
| |
|
|
| |
(h) |
Governing
Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of Delaware, without reference
to the principles of conflicts of laws, and to applicable Federal securities laws. |
| |
|
|
| 13. |
Term;
Amendment and Termination. |
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|
|
| |
(a) |
Term.
The Plan has been adopted by the Board of the Company and shall become effective as of July 1, 2022. The term of the Plan will be
ten years from the date of adoption by the Board, subject to Section 13(b) hereof. |
| |
|
|
| |
(b) |
Amendment
and Termination. The Board may from time to time and in any respect, amend, modify, suspend, or terminate the Plan. Notwithstanding
the foregoing, no amendment, modification, suspension, or termination of the Plan shall adversely affect any Award theretofore granted
without the consent of the Participant or the permitted transferee of the Award. |
SAFE
PRO GROUP INC.
FORM OF RESTRICTED
STOCK AGREEMENT
(Non-Assignable)
[______]
Shares of Restricted Stock of
SAFE
PRO GROUP INC.
THIS
CERTIFIES that on [DATE], [AWARDEE] (“Holder”) was granted [____] shares of fully paid and non-assessable shares (“Restricted
Shares”) of the Common Stock (par value $0.0001 per share) of SAFE PRO GROUP INC. (the “Corporation”), a Delaware Corporation.
A determination of the Board of Directors of the Corporation (the “Committee”) as to any questions which may arise with respect
to the interpretation of the provisions of this award shall be final.
TERMS
AND CONDITIONS. It is understood and agreed that the award evidenced by this agreement is subject to the following terms and conditions:
1. Award
and Vesting.
(a) Award.
The shares of Restricted Stock awarded hereunder shall be issued and held by the Corporation’s transfer agent in book entry form,
and the Holder’s name shall be entered as the stockholder of record on the books of the Corporation. Thereupon, the Holder shall
have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 1(b) below. The Holder shall (i) sign and deliver to the Corporation a copy of this Restricted
Stock Agreement and (ii) deliver to the Corporation a stock power endorsed in blank if requested by the Corporation.
(b) Vesting
of Restricted Stock. The restrictions and conditions in Paragraphs 7(b) and (c) of this Agreement shall lapse upon the earlier of
(i) the Vesting Date or Dates specified in the following schedule or (ii) upon the occurrence of a Change of Control (as hereinafter
defined) so long as the Holder in the case of either (i) or (ii) remains a director, officer or employee of, or consultant or advisor
to, the Corporation from the date hereof through the applicable Vesting Date. If a series of Vesting Dates is specified, then the restrictions
and conditions in Paragraphs 7(b) and (c) shall lapse only with respect to the number of shares of Restricted Stock specified as
vested on such date.
Incremental
Number of Shares Vested |
|
Vesting
Date |
| |
|
|
| [ ______ ] [ ]
% |
|
|
2. Regulatory
Compliance and Listing. The issuance or delivery of any stock certificates representing Restricted Shares may be postponed by the
Corporation for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable
listing requirements of any national securities exchange, any rules, regulations or other requirements under any other law, or any rules
or regulations applicable to the issuance or delivery of such Restricted Shares, and the Corporation shall not be obligated to deliver
any such Restricted Shares to the Holder if delivery thereof would constitute a violation of any provision of any law or of any regulation
of any governmental authority or any national securities exchange.
3. Investment
Representations and Related Matters. The Holder hereby represents that the Restricted Shares awarded pursuant to this agreement are
being acquired for investment purposes and not for resale or with a view towards distribution thereof. The Holder acknowledges and agrees
that any sale or distribution of Restricted Shares may be made only pursuant to either (a) a registration statement on an appropriate
form under the Securities Act of 1933, as amended (“Securities Act”), which registration statement has become effective and
is current with regard to the Restricted Shares being sold, or (b) a specific exemption from the registration requirements of the Securities
Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, prior
to any such sale or distribution. The Holder hereby consents to such action as the Corporation deems necessary or appropriate from time-to-time
to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions
of this agreement, including but not limited to placing restrictive legends on certificates evidencing Restricted Shares and delivering
stop transfer instructions to the Corporation’s stock transfer agent.
4. No
Right To Continued Employment; Forfeiture. This agreement does not confer upon the Holder any right to continued employment by the
Corporation or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the right to the Holder’s
employer to terminate employment at any time for any reason or no reason.
5. Construction.
This agreement will be construed by and administered under the supervision of the Committee, and all determinations will be final and
binding on the Holder.
6. Dilution.
Nothing in this agreement will restrict or limit in any way the right of the Committee to issue or sell stock of the Corporation (or
securities convertible into stock of the Corporation) on such terms and conditions as it deems to be in the best interests of the Corporation,
including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold
in connection with any stock option or similar plan, and stock issued or contributed to any stock bonus or employee stock ownership plan.
7. Legends
and Restrictions.
(a) The
Restricted Shares shall bear a legend in substantially the following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OR
COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II)
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
(b)
Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the
Holder prior to vesting.
8.
Tax Withholding. The Holder shall, not later than the date as of which the receipt of
this award becomes a taxable event for Federal income tax purposes, pay to the Corporation any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 9 below, the
Corporation shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by
withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate fair market
value that would satisfy the minimum withholding amount due.
9.
Election Under Section 83(b). The Holder and the Corporation hereby agree that
the Holder may, within 30 days following the date of this Agreement, file with the Internal Revenue Service and the Corporation an election
under Section 83(b) of the Internal Revenue Code. In the event the Holder makes such an election, he or she agrees to provide a
copy of the election to the Corporation. The Holder acknowledges that he or she is responsible for obtaining the advice of his or her
tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements
or representations of the Corporation or any of its agents with regard to such election.
10. Notices.
Any notice hereunder to the Corporation shall be addressed to it at SAFE PRO GROUP INC., 18305 Biscayne Blvd, Suite 222, Aventura FL
33160 Attention: CEO, and any notice hereunder to the Holder shall be addressed to the Holder at the last known home address shown in
the records of the Corporation, subject to the right of any party hereto to designate another address at any time hereafter in writing.
11. Counterparts.
This agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.
12. Governing
Law. This agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida
without reference to principles of conflicts of laws.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorized officer.
| Dated: |
[
______ ] |
|
SAFE
PRO GROUP INC. |
| |
|
|
|
|
| |
|
|
By: |
|
| |
|
|
Name: |
Dan
Erdberg |
| |
|
|
Title: |
CEO |
| ACCEPTED
AND ACKNOWLEDGED: |
|
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Safe
Pro Group Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1—Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount to be Registered(1) | |
Proposed Maximum Offering Price Per Unit | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Common Stock, $0.0001 par value | |
Rule 457(c) and Rule 457(h) | |
2,865,000 (2) | |
$2.906
(3) | |
$ | 8,325,690.00 | | |
| 0.0001476 | | |
$ | 1,228.88 | |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | |
| Total Offering Amounts | |
$ | 8,325,690.00 | | |
| | | |
$ | 1,228.88 | |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | |
| Total Fee Offsets(4) | |
| | | |
| | | |
| — | |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | |
| Net Fee Due | |
| | | |
| | | |
$ | 1,228.88 | |
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of common
stock of Safe Pro Group Inc. (the “Registrant”) that may be granted under the Registrant’s 2022 Equity Incentive Plan
(the “Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Represents shares of common stock reserved for future issuance under the Plan.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)) of the Securities Act of
1933, as amended, and based on $2.906 per share, the average of the high and low prices of the Registrant’s common stock
as reported on the Nasdaq Capital Market on September 13, 2024.
(4)We
do not have any fee offsets.
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