UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to §240.14a-12
NEMAURA MEDICAL INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NEMAURA MEDICAL INC.
Advanced Technology Innovation Centre
Loughborough University Science and Enterprise Parks
5 Oakwood Drive
Loughborough, Leicestershire LE11 3QF
United Kingdom
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
to be held on October 20, 2023
TO THE STOCKHOLDERS OF NEMAURA MEDICAL INC.:
Nemaura Medical Inc., a Nevada
corporation (the “Company”), is holding a Virtual Annual Meeting of Stockholders (the “Annual Meeting”)
on Friday, October 20, 2023, at 9:00 a.m., Eastern time, at www.virtualshareholdermeeting.com/NMRD2023 for the following purposes:
|
1. |
To elect five directors; |
|
2. |
To ratify the appointment of Weinberg and Company, P.A., as the Company’s independent accountants, for the fiscal year ending March 31, 2024; |
|
3. |
To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 42,000,000 shares to 62,000,000 shares; and |
|
4. |
To approve the Nemaura Medical Inc. 2023 Omnibus Incentive Plan; |
|
5. |
To transact any other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof. |
All holders of common stock of
record at the close of business on August 21, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
The Board of Directors of the
Company has authorized the solicitation of proxies. Unless otherwise directed, the proxies will be voted FOR the election of the
nominees listed in the attached Proxy Statement to be members of the Board of Directors of the Company; FOR ratification of Weinberg
and Company, P.A.’s appointment; FOR approval of the increase in the authorized shares of the Company’s common stock
from 42,000,000 shares to 62,000,000 shares; FOR approval of the Nemaura Medical Inc. 2023 Omnibus Incentive Plan; and on other
business that may properly come before the Annual Meeting, as the named proxies in their best judgment shall decide.
Your vote is very important. Whether
or not you plan to virtually attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy as soon as
possible. You may submit your proxy for the Annual Meeting by completing, signing, dating and returning your proxy in the pre-addressed
envelope provided.
By Order of the Board of Directors,
/s/ Dewan Fazlul Hoque Chowdhury
Dewan Fazlul Hoque Chowdhury
Chairman of the Board
September 8, 2023
NEMAURA MEDICAL INC.
Advanced Technology Innovation Centre
Loughborough University Science and Enterprise Parks
5 Oakwood Drive
Loughborough, Leicestershire LE11 3QF
United Kingdom
_____________________________
PROXY STATEMENT
_____________________________
Important Notice Regarding the Availability
of Proxy Materials for the Annual Stockholders
Meeting to Be Held on October 20, 2023
The proxy statement and annual
report to stockholders for the fiscal year ended March 31, 2023 are available at www.proxyvote.com.
GENERAL INFORMATION
This Proxy Statement is furnished
in connection with the solicitation by the Board of Directors (the “Board”) of Nemaura Medical Inc., a Nevada corporation
(the “Company,” “Nemaura,” “we,” “our” or “us”),
of proxies to be voted at our 2023 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment
or postponement of the Annual Meeting. The Annual Meeting will take place virtually on Friday, October 20, 2023, beginning at 9:00 a.m.,
Eastern time, at www.virtualshareholdermeeting.com/NMRD2023. You will need to provide your 16-digit control number that is on your
proxy card to gain access to the virtual Annual Meeting.
The Company is holding
the Annual Meeting for the following purposes:
|
1. |
To elect five directors; |
|
2. |
To ratify the appointment of Weinberg and Company, P.A. (“Weinberg”), as the Company’s independent accountants, for the fiscal year ending March 31, 2024; |
|
3. |
To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 42,000,000 shares to 62,000,000 shares; and |
|
4. |
To approve the Nemaura Medical Inc. 2023 Omnibus Incentive Plan; |
|
5. |
To transact any other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof. |
We will bear the costs of our
solicitation of proxies. In addition to the use of the mail, proxies may be solicited by electronic mail, personal interview, telephone,
telegram and telefax by our directors, officers and employees. Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of common stock, $0.001 par value per share,
held of record by such persons, and we may reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred
by them in connection therewith.
This Proxy Statement, the Notice
of Annual Meeting, and accompanying proxy are being furnished to holders of our common stock at the close of business on August 21, 2023
(the “Record Date”), the record date for the Annual Meeting. Web links and addresses contained in this Proxy Statement
are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.
On or about September 8, 2023,
this Proxy Statement, the accompanying proxy card and the Company’s 2023 annual report are first being sent to stockholders.
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, and Voting Rights
As of August 21, 2023, the Record Date for the virtual
Annual Meeting, the Company had outstanding [•] shares of common stock. Each share of common stock entitles its holder to one vote.
Voting Procedures; Revoking Proxies
You may vote your proxy by completing,
dating, signing, and mailing the accompanying form of proxy in the return envelope provided or by telephone or Internet by following the
instructions on the form of proxy. The persons authorized by any of those means to vote your shares will vote them as you specify or,
in absence of your specification, as stated on the form of proxy.
You may revoke any proxy by notifying
the Company in writing at the above address, Attention: Secretary, or by voting a subsequent proxy or virtually at the virtual Annual
Meeting.
Required Votes
The directors under Proposal 1
will be elected by a plurality of votes cast.
Proposals 2 and 4 shall be approved
upon the vote of a majority of shares entitled to vote and present in person or represented by proxy at the virtual Annual Meeting. An
abstention or a broker non-vote with respect to Proposal 2 or Proposal 4 will have the effect of a vote “AGAINST” such
proposals.
Proposal 3 shall be approved upon
the vote of a majority of the issued and outstanding shares of the Company’s common stock. An abstention or a broker non-vote will
have the effect of a vote “AGAINST” such proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information regarding beneficial ownership of the Company’s common stock, as of August 21, 2023, the Record Date of the
Annual Meeting, by each of the Company’s directors, nominees for director, and named executive officers; all executive officers
and directors as a group; and each person known to the Company to own beneficially more than 5% of Company’s common stock. Except
as otherwise noted, the persons identified have sole voting and investment powers with respect to their shares.
| |
| Common
Stock | | |
| | |
Name and Address
of Beneficial Owner (1) | |
| Number
of Shares
| | |
| Percent
of Class (1) | |
Named Executive Officers and Directors: | |
| | | |
| | |
Dewan F.H. Chowdhury | |
| 8,761,700 | (2) | |
| 30.3 | % |
Bashir Timol | |
| 2,798,310 | (3) | |
| 9.7 | % |
Timothy Johnson | |
| 8,000 | (4) | |
| * | |
Salim Natha | |
| 408,640 | (2) | |
| 1.4 | % |
Thomas Moore | |
| 8,000 | (4) | |
| * | |
All Executive Officers and Directors as a Group (6 persons) (5) | |
| 12,025,693 | (6) | |
| 41.5 | % |
| |
| | | |
| | |
Holders of 5% or more of our Common Stock: | |
| | | |
| | |
Sufyan Ismail (7) | |
| 2,134,295 | | |
| 7.4 | % |
____
* Less than 1%.
(1) Based upon 28,899,402 shares of
our common stock outstanding at August 21, 2023.
(2) Includes 8,000 shares the reporting
person has the right to acquire within 60 days of August 21, 2023 upon exercise of a vested option to purchase 8,000 shares of common
stock.
(3) Represents (i) 2,708,210 shares
held directly by the reporting person, (ii) 82,100 shares held by the reporting person’s spouse, and (iii) 8,000 shares the reporting
person has the right to acquire within 60 days of August 21, 2023 upon exercise of a vested option to purchase 8,000 shares of common
stock.
(4) Represents 8,000 shares the reporting
person has the right to acquire within 60 days of August 21, 2023 upon exercise of a vested option to purchase 8,000 shares of common
stock.
(5) Includes shares beneficially owned
by Messrs. Chowdhury, Timol, Johnson, Natha, Moore and Ghadar.
(6) Includes 40,000 shares the Company’s
executive officers and directors have the right to acquire within 60 days of August 21, 2023 upon exercise of vested options to purchase
40,000 shares of common stock.
(7) Mr. Ismail’s address is Hollybank
High Bank Lane, Lostock, Bolton, Lancashire BL6 HDT United Kingdom.
PROPOSAL 1:
ELECTION OF DIRECTORS
Nominees of the Board of Directors
The Board has nominated the persons
identified below for election as directors, to serve until the next annual meeting at which time their successors have been elected and
qualified. Directors are elected by a plurality of votes cast. If any nominee becomes unavailable for election, which is not expected,
the persons named in the accompanying proxy intend to vote for any substitute whom the Board nominates.
Name |
|
Age |
|
Positions with the
Company |
Has Served as a Director
Since |
Dewan Fazlul Hoque Chowdhury |
|
50 |
|
Chief Executive Officer, President and Chairman; Principal Financial Officer and Principal Accounting Officer |
December 24, 2013 |
|
|
|
|
|
|
Bashir Timol |
|
47 |
|
Director |
December 24, 2013 |
|
|
|
|
|
|
Thomas Moore |
|
59 |
|
Independent Director |
August 3, 2017 |
|
|
|
|
|
|
Dr. Salim Natha |
|
56 |
|
Independent Director |
July 26, 2017 |
|
|
|
|
|
|
Timothy Johnson |
|
39 |
|
Independent Director |
July 17, 2017 |
Dewan Fazlul Hoque Chowdhury.
Dr. D.F.H. Chowdhury has been our President, Chief Executive Officer and a member of our Board since the incorporation of DDL on January
20, 2009. He has also served as principal financial officer and principal accounting officer since July 2022 while the Company continues
its search for a U.S.-based replacement Chief Financial Officer. Mr. Chowdhury is in charge of research and development of our core technologies,
product development, innovation and commercialization. He also coordinates and oversees legal compliance; development of the Company mission;
policy and planning. Prior to establishing the Company, Dr. D.F.H. Chowdhury was the founder and CEO of Microneedle Technologies and Nemaura
Pharma Limited. Dr. D.F.H. Chowdhury has been responsible for negotiating licensing deals for a transdermal patch to treat Alzheimer’s
disease. Additionally, he is involved in commercial negotiations and global strategy development.
Dr. D.F.H. Chowdhury originally
trained as a pharmaceutical scientist and has an MSc in Microsystems and Nanotechnology from Cranfield University, and a Doctorate from
the University of Oxford on nano-drug delivery. His experience in the Pharmaceutical Industry includes product development; manufacturing;
and technical and corporate management.
Bashir Timol. Mr.
Timol has served as member of the board of Nemaura Medical since formation in December 2013. He also served as the Company’s Chief
Business Officer from [•] to [•]. Mr. Timol has co-founded, managed, and funded several biotech and life science companies,
and led the investment consortium that provided capital for the initial two funding rounds for Nemaura Medical. Mr. Timol obtained
his Bachelor of Arts degree in Economics from the University of Central Lancashire, UK.
Thomas Moore. Mr.
Moore was elected as a director in August 2017. He is currently working as a director, tax consultant and co-owner of a tax consultancy
and pensions administration business (WestBridge), having built up three decades of experience in accounting and consulting fields at
leading accounting firms including Grant Thornton, KPMG and PricewaterhouseCoopers. Throughout the last five years, Mr. Moore has held
his current role with WestBridge since May 2017 and before that was a Director with Grant Thornton UK PLC. He is a practicing Chartered
Tax Adviser and earned his first-class Bachelor of Arts in French and Russian from the University of Northumbria, UK. The qualifications
Mr. Moore brings to the role include a wealth of experience in matters relating to accounts, financial management and financial regulatory
requirements, including his current experience as an MLRO in two companies.
Dr. Salim Natha.
Dr. Natha was elected as a director in July 2017. He is currently practicing as an Eye Surgeon in the UK National Health Service (NHS),
and is the clinical lead for a retinopathy screening program for over 20,000 diabetics in the Ashton, Wigan and Leigh region. He has published
several articles in the medical literature and is a peer reviewer for the English National Diabetic Retinopathy Screening Program. Dr.
Natha graduated with honours from the University of Liverpool Medical School.
Timothy Johnson.
Mr. Johnson was elected as a director in July 2017. He is currently serving in executive positions in several tax consultancy and accountancy
businesses in the UK. He is a practicing Chartered Tax Adviser and holds a first-class Master of Science in Mathematics and Physics from
the University of Manchester, UK. Mr. Johnson’s work involves in depth review and analysis of financial statements on a daily basis,
and he has significant experience in matters relating to financial accounts, tax, financial management, financial regulatory requirements
and anti-money laundering requirements.
Family Relationships
There are no family relationships
between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
None.
Director Independence
The Board has reviewed the independence
of our directors, applying the independence standards of The NASDAQ Stock Market (“NASDAQ”). Based on this review,
the Board determined that each of Thomas Moore, Dr. Salim Natha and Timothy Johnson are “independent” within the meaning of
the NASDAQ rules. In making this determination, our Board considered the relationships that each of these non-employee directors has with
us and all other facts and circumstances our Board deemed relevant in determining their independence. As required under applicable NASDAQ
rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities,
including at least annually in executive session without the presence of non-independent directors and management.
Board Leadership Structure and Role in Risk Oversight
Dr. Chowdhury holds the positions
of chief executive officer, and chairman of the board of the Company. Since the termination of Mr. McLarney on July 1, 2022, Mr. Chowdhury
also acts as our principal financial officer and principal accounting officer. The Board believes that Dr. Chowdhury’s services
as both chief executive officer and chairman of the board is in the best interest of the Company and its shareholders. Dr. Chowdhury possesses
detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned
to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business
of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability
to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees and customers.
The Board has not designated a
lead director. Given the limited number of directors comprising the Board, the independent directors call and plan their executive sessions
collaboratively and, between meetings of the Board, communicate with management and one another directly. Under these circumstances, the
directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract
from rather than enhance performance of their responsibilities as directors.
Management is responsible for
assessing and managing risk, subject to oversight by the Board. The Board oversees our risk management policies and risk appetite, including
operational risks and risks relating to our business strategy and transactions. Various committees of the board assist the board in this
oversight responsibility in their respective areas of expertise.
| · | The Audit Committee assists the Board with the oversight of our financial
reporting, independent auditors, and internal controls. It is charged with identifying any flaws in business management and recommending
remedies, detecting fraud risks and implementing anti-fraud measures. The audit committee further discusses Nemaura’s policies with
respect to risk assessment and management with respect to financial reporting. |
| · | The Compensation Committee oversees compensation, retention, succession
and other human resources-related issues and risks. |
| · | The Corporate Governance and Nominating Committee overviews risks relating
to our governance policies and initiatives. |
Code of Ethics
We have adopted a Code of Ethics
that applies to our principal executive officer, principal financial officer and other persons performing similar functions. A copy of
our Code of Ethics is available on our website, www.nemauramedical.com. We intend to post
amendments to, or waivers from a provision of, our Code of Ethics that apply to our principal executive officer, principal financial officer
or persons performing similar functions on our website.
Board Meetings & Board Committees
The Board held [•] meetings
during the fiscal year ended March 31, 2023. During the fiscal year ended March 31, 2023, all directors attended 75% or more of the meetings
of the Board and Board committees of which the director was a member.
It
is the policy of the Board that all directors should attend annual meetings of stockholders in person or by teleconference. All directors
attended the 2022 annual meeting of stockholders.
Our Board has established three
standing committees in connection with the discharge of its responsibilities: the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee. Our Board has adopted written charters for each of these committees. Copies of the charters
are available on our website, www.nemauramedical.com. Our Board may establish other committees
as it deems necessary or appropriate from time to time.
Audit Committee
The Audit Committee is comprised
of our independent directors: Mr. Johnson (Chair), Mr. Moore and Dr. Natha. Mr. Johnson qualifies as an audit committee financial expert
as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
According to its charter, the
Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board
to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).
The Audit Committee charter describes the primary functions of the Audit Committee, including the following:
|
· |
oversee the Company’s accounting and financial reporting processes; |
|
· |
oversee audits of the Company’s financial statements; |
|
· |
discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
|
· |
review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. |
|
· |
recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; |
|
· |
meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; |
|
· |
be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; |
|
· |
take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and |
|
· |
review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management. |
The Audit Committee held [•]
meetings during the fiscal year ended March 31, 2023.
Compensation Committee
Our Compensation Committee consists of Dr. Natha (Chair)
and Messrs. Moore and Johnson. The Compensation Committee is responsible for, among other matters:
|
· |
Reviewing and approving, or recommending to the Board to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; |
|
· |
Administering incentive and equity-based compensation; |
|
· |
Reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and |
|
· |
Appointing and overseeing any compensation consultants or advisors. |
The Compensation Committee held [•] meetings
during the fiscal year ended March 31, 2023.
Compensation Committee Interlocks
and Insider Participation
None of the members of the Compensation
Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serves, or has served since
inception, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any
entity that has one or more executive officers serving as one of the Company’s directors or on the Company’s Compensation
Committee.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating
Committee consists of Mr. Johnson (Chair), Mr. Moore and Dr. Natha. The Corporate Governance and Nominating Committee is responsible for,
among other matters:
|
· |
Selecting or recommending for selection candidates for directorships; |
|
· |
Evaluating the independence of directors and director nominees; |
|
· |
Reviewing and making recommendations regarding the structure and composition of our Board and the board committees; |
|
· |
Developing and recommending to the board corporate governance principles and practices; |
|
· |
Reviewing and monitoring the Company’s Code of Ethics; and |
|
· |
Overseeing the evaluation of the Company’s management. |
The Corporate Governance and Nominating Committee held
[•] meetings during the fiscal year ended March 31, 2023.
Material Changes to the Procedures by which Security Holders May Recommend
Nominees to the Board
We do not currently have a procedure
by which security holders may recommend nominees to the Board. Prior to the listing of our common stock on NASDAQ, as a private company
with a limited shareholder base, we did not believe that it was important to provide such a procedure. However, as a publicly traded NASDAQ
company with the requirement to hold annual shareholder meetings, we will consider implementing such a policy in the future.
The Board does not have a formal
policy on Board candidate qualifications. The Board may consider those factors it deems appropriate in evaluating director nominees made
either by the Board or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable
in size or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience. Depending
upon the current needs of the Board, certain factors may be weighed more or less heavily. In considering candidates for the Board, the
directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be
met. The directors will consider candidates from any reasonable source, including current Board members, stockholders, professional search
firms or other persons. The directors will not evaluate candidates differently based on who has made the recommendation.
Stockholder Communications
Stockholders can mail communications to the Board,
c/o Secretary, Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood
Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom, who will forward the correspondence to each addressee.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s directors, executive officers and persons
who own more than 10% of our common stock are required to file with the Securities and Exchange Commission (the “SEC”),
initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. To the
Company’s knowledge, based solely on a review of copies of such reports furnished to the Company during and/or with respect to
the fiscal year ended March 31, 2023, there were no late or delinquent filings required under Section 16(a) of the Exchange Act.
Executive Compensation
Fiscal 2023 Summary Compensation Table
The following table provides certain
disclosure, for the fiscal years ended March 31, 2023 and 2022, regarding compensation paid to or earned by our named executive officers.
Named Executive Officer and Principal Position | |
Fiscal Year Ended March 31, | | |
Salary | | |
Bonus | | |
Stock Awards | | |
Option Awards | | |
All Other Compensation | | |
Total | |
| |
| | |
| $ | | |
| $ | | |
| $ | | |
| $ | | |
| $ | | |
| $ | |
Dr. D.F.H. Chowdhury, Chief Executive Officer and President | |
2023 | | |
| 98,913 | | |
| — | | |
| — | | |
| | | |
| 239,665 | (4) | |
| 337,577 | |
| |
2022 | | |
| 109,416 | | |
| — | | |
| — | | |
| 26,706 | (1) | |
| 3,849 | | |
| 139,971 | |
Justin McLarney Former Chief Financial Officer (2) | |
2023 | | |
| 28,245 | | |
| — | | |
| — | | |
| — | | |
| 50,728 | | |
| 78,973 | |
| |
2022 | | |
| 256,444 | (3) | |
| — | | |
| — | | |
| — | | |
| 2,498 | | |
| 258,942 | |
(1) |
On January 28, 2022, in compensation for Dr. Chowdhury’s service as a director, the Board granted to Dr. Chowdhury an option to purchase 8,000 shares of common stock at an exercise price of $3.98 per share, the closing price of the Company’s common stock on the date of grant. The option was fully vested at grant and is exercisable for a period of five years from the date of grant. The fair value attributed to the options has been calculated using a Black-Scholes Option Pricing Model. |
(2) |
Mr. McLarney left his position as Chief Financial Officer of the Company in July 2022. Thereafter, Dr. Chowdhury acted as Interim Chief Financial Officer. |
(3) |
Of this amount, $169,055 was paid in cash, and $87,389 was paid in stock. At Mr. McLarney’s election, a portion of his base salary was paid in stock. Accordingly, on January 31, 2022, Mr. McLarney received 22,293 shares at the market price of $3.92. |
(4) |
In April 2022, the Compensation Committee agreed to change the remuneration for Dr. Chowdhury, which had not changed since 2013. It was determined that his remuneration should be $400,000 per annum plus a discretionary bonus (performance requirements to be determined at a later date). The Board approved this in July 2022. This also includes payments into the pension scheme. |
Employment Agreements
Dr. D.F.H. Chowdhury
We
entered into an employment agreement with Dr. D.F.H. Chowdhury on November 2, 2013. Dr. D.F.H. Chowdhury’s contract is for an unspecified
period. He may leave the Company with notice, or the Company may terminate his contract with notice. Termination may be with or without
cause. Dr. D.F.H. Chowdhury received an initial annual salary of £80,000 pounds sterling (approximately $109,000). In April 2022,
the Compensation Committee agreed to change Dr. Chowdhury’s remuneration, which had not changed since 2013. It was determined that
his remuneration should be $400,000 per annum plus a discretionary bonus (performance requirements to be determined at a later date).
Our contract with Dr. D.F.H. Chowdhury does not include any provision for stock options or equity incentives.
Under the executive employment
agreement Dr. D.F.H. Chowdhury’s annual salary was adjusted on a pro rata basis to reflect only work that was performed for Nemaura
Medical Inc. The disclosure set forth in the table reflects his pro rata compensation for the periods ending March 31, 2023 and March
31, 2022, respectively.
Mr. McLarney
We entered into an employment
agreement with our former Chief Financial Officer, Mr. Justin Mclarney, on September 15, 2020. Mr. Mclarney’s contract was for an
unspecified period. He was able to eave the Company with notice, or the Company could terminate his contract with notice. Termination
could be with or without cause. Mr. Mclarney received an annual base salary of £90,000 pounds sterling (approximately $123,000).
Our contractual arrangements with Mr. Mclarney allowed for stock options, and equity or cash incentives to be provided upon certain conditions
having been met. Mr. Mclarney ceased to be an executive officer of the Company on July 1, 2022.
Outstanding Equity Awards for fiscal year ended
March 31, 2023
The table below sets forth the
outstanding option awards for the named executive officers, as of March 31, 2023; there were no new outstanding stock awards as of this
date:
| |
Number of Securities Underlying
Unexercised Options (#) Exercisable | | |
Number of Securities Underlying
Unexercised Options (#) Unexercisable | | |
Option Exercise Price
($) | | |
Option Expiration Date |
Dr. D.F.H. Chowdhury
| |
| 8,000 | | |
| — | | |
| 3.98 | | |
January 28, 2027 |
Potential payments upon termination or change-in-control.
None.
Director Compensation
Each of our independent directors
received annual fees of £5,000 pounds sterling (approximately $6,182) for the fiscal year ended March 31, 2023, for their service
on our Board and Board committees.
Name | |
Fees Earned or Paid in Cash ($) | |
Timothy Johnson | |
| 6,182 | |
Dr. Salim Natha | |
| 6,182 | |
Thomas Moore | |
| 6,182 | |
Certain Relationships and Related Transactions
Pharma and NDM are entities controlled
by our Chief Executive Officer, President, Chairman of the Board and majority shareholder, Dr. D.F.H. Chowdhury.
Pharma has invoiced our subsidiaries,
DDL and TCL for research and development services. In addition, certain operating expenses of DDL and TCL were incurred and paid by Pharma
and NDM which have been invoiced to us. Certain costs incurred by Pharma and NDM are directly attributable to DDL and TCL and such costs
were billed to us.
Total costs charged to us by Pharma
and NDM were $4,767,586 for the year ended March 31, 2023.
The following is a summary of
activity between the Company and Pharma and NDM for the years ended March 31, 2023 and March 31, 2022.
| |
March
31, | |
| |
2023 ($) | | |
2022 ($) | |
Liability due to related parties at beginning of year | |
| (101,297 | ) | |
| 148,795 | |
Amounts invoiced by Pharma to DDL, NM and TCL | |
| 4,767,586 | | |
| 3,245,985 | |
Amounts invoiced by DDL to Pharma | |
| (3,245 | ) | |
| (2,495 | ) |
Amounts paid by DDL to Pharma | |
| (3,773,217 | ) | |
| (3,492,962 | ) |
Foreign exchange differences | |
| 30,953 | ) | |
| (620 | ) |
Liability due to related parties at end of year | |
| 920,780 | | |
| (101,297 | ) |
Policies and Procedures for Related Person Transactions
It is the Company’s policy
to not enter any transaction (other than compensation arrangements in the ordinary course) with any director, executive officer, employee,
or principal stockholder or party related to any of them, unless authorized by a majority of the directors having no interest in the transaction,
upon a favorable recommendation by the Audit Committee (or a majority of its disinterested members).
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION
OF THE BOARD OF DIRECTORS’ NOMINEES.
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
On May 25, 2023, the Audit Committee
appointed Weinberg as the Company’s independent registered public accounting firm. Weinberg has been appointed to serve as the Company’s
independent registered public accounting firm for the fiscal year ending March 31, 2024. Prior to such time, on February 23, 2023, Mayer
Hoffman McCann P.C. (“MHM”) served as the Company’s independent registered public accounting firm. On February 23, 2023,
MHM resigned as the Company’s independent registered public accounting firm, effective upon the filing of the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 31, 2022. The Company filed its Quarterly Report on Form 10-Q for the quarter ended
December 31, 2022 on February 24, 2023.
Representatives of Weinberg have
been invited to attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement, if they
so desire.
The following table
sets forth the aggregate fees billed to us for the fiscal years ended March 31, 2023 and 2022 by MHM.
| |
Fiscal Year Ended March
31, | |
| |
2023 | | |
2022 | |
Audit Fees | |
$ | 217,000 | | |
$ | 87,500 | |
Audit-Related Fees | |
$ | 40,000 | | |
$ | 80,000 | |
Tax Fees | |
$ | — | | |
$ | 10,000 | |
Other Fees | |
$ | 31,000 | | |
$ | 10,000 | |
Totals | |
$ | 288,000 | | |
$ | 187,500 | |
Audit Fees. Audit
fees represent amounts billed for professional services rendered or expected to be rendered for the audit of our annual consolidated financial
statements.
Audit-Related Fees.
Audit-related fees represent professional services rendered or expected to be rendered for assurance and related services by the accounting
firm that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported
under audit fees.
Tax Fees. Tax
fees represent professional services rendered by the accounting firm for tax compliance, which includes preparing our annual tax filings.
Other Fees.
Other fees represent charges made for the provision of a comfort letter.
Audit Committee Report
With respect to the audit of the
Company’s financial statements for the fiscal year ended March 31, 2023, the members of the Audit Committee:
|
· |
Have reviewed and discussed the audited financial statements with management; |
|
· |
Have discussed with Company’s independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and |
|
· |
Have received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence. |
Based on these reviews and discussions,
the Audit Committee recommended to the Board that the audited financial statements be included in Company’s annual report on Form
10-K for the fiscal year ended March 31, 2023.
Timothy Johnson, Chair
Thomas Moore
Salim Natha
Audit Committee Pre-Approval Policy
Under provisions of
the Sarbanes-Oxley Act of 2002, as amended, our principal auditor may not be engaged to provide non-audit services that are prohibited
by law or regulation to be provided by it, and the Audit Committee must pre-approve the engagement of our independent accountant to provide
audit and permissible non-audit services. The Audit Committee approves all auditing services and the terms thereof and non-audit services
(other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company
Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived
with respect to the provisions of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B) of the
Exchange Act are satisfied. The Audit Committee has not established any policies or procedures other than those required by applicable
laws and regulations.
MHM leases substantially
all of its personnel who work under the control of MHM shareholders from wholly owned subsidiaries of CBIZ, Inc., in an alternative practice
structure.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT ACCOUNTANTS.
PROPOSAL 3:
APPROVAL OF AN ARTICLES AMENDMENT TO INCREASE AUTHORIZED
SHARES OF COMMON STOCK
We are asking stockholders to
adopt and approve an amendment to our Articles to effectuate the authorized share increase (the “Authorized Share Increase Amendment”).
On August [•], 2023, our Board unanimously approved and declared advisable the proposed Authorized Share Increase Amendment and recommends
that our stockholders adopt and approve the proposed Authorized Share Increase Amendment. If approved by stockholders, this Proposal 3
will authorize the amendment of our Articles to effectuate the Authorized Share Increase from 42,000,000 shares of common stock to 62,000,000
shares of common stock.
Assuming stockholders approve
the Authorized Share Increase Amendment, the effective date of the Authorized Share Increase will be determined at the sole discretion
of the Board and may occur as soon as the day of the Annual Meeting. The effective date of the Authorized Share Increase will be publicly
announced by the Company. The Board may determine, in its sole discretion, not to effectuate the Authorized Share Increase and not to
file any amendment to our Articles.
Potential Benefits of Increasing Authorized Shares
Our Board believes it is in the
Company’s best interests to increase the number of authorized shares of common stock in order to give us greater ability and flexibility
in considering and planning for future corporate needs, including, but not limited to, conversion of future convertible instruments which
the Company may issue in the future, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic
transactions, including mergers, acquisitions and business combinations, as well as other general corporate transactions. The Board believes
that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing
and acquisition opportunities that become available to us.
Except as set forth herein, we
do not have any definitive plans, arrangements, understandings or agreements regarding the issuance of the additional shares of common
stock that will result from adoption of the proposed Authorized Share Increase Amendment. We are asking stockholders to approve the Authorized
Share Increase Amendment which, if approved by stockholders, will authorize the amendment of our Articles to effectuate the Authorized
Share Increase from 42,000,000 shares of common stock to 62,000,000 shares of common stock.
Except as otherwise required by
law, the newly authorized shares of common stock will be available for issuance at the discretion of our Board (without further action
by the stockholders) for various future corporate needs, including those outlined above. While adoption of the Authorized Share Increase
Amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any
future issuance of additional authorized shares of our common stock, may, among other things, dilute the earnings per share of our common
stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.
Any newly authorized shares of
common stock will be identical to the shares of common stock now authorized and outstanding. The Authorized Share Increase Amendment will
not affect the rights of current holders of our common stock, none of whom have preemptive or similar rights to acquire the newly authorized
shares.
Board Discretion to Implement the Authorized Share
Increase
The Board believes that stockholder
adoption and approval of the Authorized Share Increase is in the best interests of our stockholders. If our stockholders approve this
Proposal 3, the Board will implement the Authorized Share Increase only upon a determination that the Authorized Share Increase is in
the best interests of the stockholders at that time.
Effective Time
The effective time of the Authorized
Share Increase, if the proposed Authorized Share Increase Amendment is adopted and approved by stockholders and the Authorized Share Increase
is implemented at the direction of the Board, will be the date and time that the Certificate of Amendment effectuating the Authorized
Share Increase is filed with the Nevada Secretary of State or such later time as is specified therein. Such filing may occur as soon as
the day of the Annual Meeting or at any time prior to the 2024 annual meeting of stockholders. The exact timing of the Authorized Share
Increase will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and
its stockholders, and the effective date will be publicly announced by the Company.
The Authorized Share Increase
may be delayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Certificate of Amendment
with the Nevada Secretary of State, notwithstanding stockholder adoption and approval of the Authorized Share Increase Amendment, if the
Board, in its sole discretion, determines that it is in the best interests of the Company and its stockholders to delay or abandon the
Authorized Share Increase. If the Certificate of Amendment implementing the Authorized Share Increase is not effective with the Nevada
Secretary of State on or before the date of the 2024 annual meeting of stockholders, the Board will be deemed to have abandoned the Authorized
Share Increase.
Appraisal Rights
Under the Nevada Revised Statutes,
our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Authorized Share Increase, and we
will not independently provide our stockholders with any such rights.
Interest of Certain Persons in Matters to be Acted
Upon
No officer or director has any
substantial interest, direct or indirect, by security holdings or otherwise, in the Authorized Share Increase that is not shared by all
of our other stockholders.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” THE AUTHORIZED SHARE INCREASE PROPOSAL.
PROPOSAL 4:
APPROVAL OF NEMAURA MEDICAL INC. 2023 OMNIBUS INCENTIVE
PLAN
On August [•], 2023, the
Board approved, and proposed for stockholder approval, the 2023 Plan. A copy of the 2023 Plan is attached as Appendix I to
this Proxy Statement.
The Board’s approval and
recommendation of the 2023 Plan follows a review by the Compensation Committee of our existing compensation program, comparable plans
at other companies and trends in long-term compensation, particularly in the industries in which we compete.
The Board believes the 2023 Plan
will serve as an essential element of our compensation program and will be critical to our ability to attract and retain the highly qualified
employees essential for the execution of our business strategy. The Board believes the 2023 Plan, as proposed, will (i) attract and retain
key personnel, and (ii) provide a means whereby directors, officers, employees, consultants, and advisors of the Company and its subsidiaries
can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measure
by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and
its subsidiaries and aligning their interests with those of the Company’s stockholders. The 2023 Plan provides for various stock-based
incentive awards, including incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”), stock
appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or
cash-based awards.
The 2023 Plan highlights and the
summary of the material features of the 2023 Plan appearing below are qualified in their entirety by reference to the copy of the 2023
Plan attached hereto as Appendix I.
2023 Plan Highlights
Highlights of the 2023 Plan are as follows:
|
· |
The Compensation Committee, which is comprised solely of independent directors, will administer the 2023 Plan. |
|
· |
The total number of shares of common stock authorized for issuance under the 2023 Plan is 3,000,000 shares, or approximately [•]% of the common stock outstanding at the Record Date. |
|
· |
No non-employee director may be granted awards under the 2023 Plan during any calendar year if such awards, taken together with any cash fees paid to such non-employee director would exceed a total value of $250,000 (calculated in accordance with the terms of the 2023 Plan). |
|
· |
The exercise price of options and SARs may not be less than the fair market value of the common stock on the date of grant. |
|
· |
In addition to other vesting requirements, the Compensation Committee may condition the vesting of awards on the achievement of specific performance targets. |
|
· |
Unless the Company obtains shareholder approval, the 2023 Plan prohibits: |
|
· |
A material increase in the number of securities which may be issued under the 2023 Plan; |
|
· |
A material modification in the requirements for participation in the 2023 Plan; |
|
· |
An amendment or modification that would reduce the exercise price of any option or the strike price of any SAR; |
|
· |
The cancellation of any outstanding option or SAR and replacement with a new option, SAR or other award or cash payment that is greater than the intrinsic value (if any) of the canceled option or SAR. |
Material Features of the 2023 Plan
Term
If approved by the Company’s
stockholders, the 2023 Plan will be effective August [•], 2023. The 2023 Plan will terminate on August [•], 2034, unless the
Board terminates it earlier.
Purpose
The purpose of the 2023 Plan is
to provide a means through with the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby
directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest
in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries
and aligning their interests with those of the Company’s stockholders.
Administration
Pursuant to the terms of the 2023
Plan, a committee of the Board or any properly delegated subcommittee, or, if no such committee or subcommittee thereof exists, the Board,
shall administer the 2023 Plan. The Compensation Committee, which is comprised entirely of independent directors, administers the 2023
Plan. The Compensation Committee will have the sole and plenary authority to (i) designate participants; (ii) determine the type or types
of awards; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be
calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and
under what circumstances awards may be settled in, or exercised for, cash, shares of Company common stock, other securities, other awards,
or other property, or canceled, forfeited, or suspended and the method or methods by which awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Company
common stock, other securities, other awards, or other property and other amounts payable with respect to an award shall be deferred either
automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency
in, correct any defect in, and/or supply any omission in the 2023 Plan and any instrument or agreement relating to, or award granted under,
the 2023 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the compensation committee
shall deem appropriate for the proper administration of the 2023 Plan; (ix) adopt sub-plans; and (x) make any other determination and
take any other action that the Compensation Committee deems necessary or desirable for the administration of the 2023 Plan.
The Compensation Committee may
delegate its authority to administer the 2023 Plan as permitted by law, except for award grants to non-employee directors.
The Compensation Committee will
have the discretion to select particular performance targets in connection with awards under the 2023 Plan. Under the 2023 Plan, performance
targets are specific levels of performance of the Company (and/or subsidiaries, divisions or operational and/or business units, product
lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance
with generally accepted accounting principles in the United States (“GAAP”) or on a non-GAAP basis on the specified measures,
including, but not limited to:
|
· |
establishment of new credit facilities; |
|
· |
return measures (including, but not limited to, return on assets, return on capital, return on equity); |
|
· |
attraction of new capital; |
|
· |
pre-tax pre-bonus income; |
|
· |
total stockholder return; |
|
· |
acquisition or disposition of assets; |
|
· |
acquisition or disposition of companies, entities or businesses; |
|
· |
creation of new performance and compensation criteria for key personnel; |
|
· |
recruiting and retaining key personnel; |
|
· |
hiring of strategic personnel; |
|
· |
development and implementation of Company policies, strategies and initiatives; |
|
· |
creation of new joint ventures; |
|
· |
increasing the Company’s public visibility and corporate reputation; |
|
· |
development of corporate brand name; |
|
· |
overhead cost reductions; or |
|
· |
any combination of or variations on the foregoing. |
Eligibility
Employees, directors and independent
contractors (except those performing services in connection with the offer or sale of the Company’s securities in a capital raising
transaction, or promoting or maintaining a market for the Company’s securities) of the Company or its subsidiaries will be eligible
to receive awards under the 2023 Plan.
Grants
The Compensation Committee may,
from time to time, grant awards under the 2023 Plan to one or more eligible participants. All awards will vest and become exercisable
in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee and as set forth in
any applicable award agreement, including, without limitation, attainment of performance targets, subject to the Minimum Vesting Condition
(as hereinafter defined).
Maximum Shares Available
Awards granted under the 2023
Plan are subject to the following limitations: (i) no more than 3,000,000 shares of common stock (the “Absolute Share Limit”)
will be available for awards under the 2023 Plan; (ii) no more than the number of shares of common stock equal to the Absolute Share Limit
may be issued in the aggregate pursuant to the exercise of ISO granted under the 2023 Plan; and (iii) the maximum number of shares of
common stock subject to awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid
to such non-employee director during such calendar year, shall not exceed a total value of $250,000 (calculating the value of any such
awards based on the grant date fair value of such awards for financial reporting purposes).
When (i) an option or SAR is granted
under the 2023 Plan, the maximum number of shares subject to the option or SAR will be counted against the Absolute Share Limit as one
share for every share subject to such option or SAR, regardless of the actual number of shares (if any) used to settle such option or
SAR upon exercise; and (ii) an award other than an option or SAR is granted under the 2023 Plan, the maximum number of shares subject
to the award will be counted against the Absolute Share Limit as two shares for every share subject to such award, regardless of the actual
number of shares (if any) used to settle such award. The issuance of shares or the payment of cash upon the exercise of an award or in
consideration of the cancellation or termination of an award shall reduce the total number of shares available under the 2023 Plan, as
applicable. If shares are not issued or are withheld from payment of an award to satisfy tax obligations with respect to the award, such
shares will not be added back to the Absolute Share Limit, but rather will count against the Absolute Share Limit.
To the extent that an award granted
under the 2023 Plan or a prior plan award expires or is canceled, forfeited or terminated, in whole or in part without issuance to the
holder thereof of shares of common stock to which the award or prior plan award related or cash or other property in lieu thereof, the
unissued shares of common stock will again be available for grant under the 2023 Plan; provided that, in any such case, the number of
shares again available for grant under the 2023 Plan shall be the number of shares previously counted against the Absolute Share Limit
(or, in the case of prior plan award, the number of shares that would have been counted against the Absolute Share Limit if such prior
plan award had been granted under this 2023 Plan) with respect to such unissued shares of common stock to which such award or prior plan
award related, as determined in accordance with the terms of the 2023 Plan.
Awards may, in the sole discretion
of the compensation committee, be granted under the 2023 Plan in assumption of, or in substitution for, outstanding awards previously
granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute Awards”).
Substitute Awards will not be counted against the Absolute Share Limit; provided, that Substitute Awards issued in connection with the
assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) will be counted against the aggregate number
of shares of common stock available for awards of ISOs under the 2023 Plan. Subject to applicable stock exchange requirements, available
shares of common stock under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or with which the
Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for awards under the 2023
Plan and will not reduce the number of shares of common stock available for issuance under the 2023 Plan.
Minimum Vesting Condition
With respect to any award settled
in shares of Company common stock, “Minimum Vesting Condition” means that vesting of (or lapsing of restrictions on) such
award does not occur earlier than the first anniversary of the grant date, other than (i) in connection with a Change of Control (as defined
in the 2023 Plan), (ii) as a result of a participant’s death, retirement, disability, or termination without cause (all in accordance
with the terms of the 2023 Plan), or (iii) with respect to any award granted to a non-employee director; provided, however, that notwithstanding
the foregoing, awards that result in the issuance of an aggregate of up to 5% of the 3,000,000 shares available for issuance under the
2023 Plan may be granted to any one or more eligible persons without regard to such Minimum Vesting Condition. The Minimum Vesting Condition
will not prevent the Compensation Committee from accelerating the vesting of any award in accordance with any of the provisions set forth
in the 2023 Plan.
Adjustments
In the event of a merger, consolidation,
reorganization, recapitalization, reorganization, stock split or dividend, or similar event affecting the common stock, the number (including
limits on shares of common stock granted) and kind of shares granted under the 2023 Plan, the compensation committee will make such proportionate
substitution or adjustment, if any, as it deems equitable, to any or all of the Absolute Share Limit, the number of shares of common stock
or other securities of the Company that may be issued in respect of awards or with respect to which awards may be granted and the terms
of any outstanding award..
Stock Options
The Compensation Committee may
grant options to purchase shares of common stock under the 2023 Plan to eligible participants for such numbers of shares and having such
terms as the Compensation Committee designates and consistent with the 2023 Plan. However, ISOs may only be granted to employees of the
Company or its subsidiaries. The Compensation Committee will also determine the type of option granted (e.g., ISO) or a combination of
various types of options. Each option granted under the 2023 Plan will be evidenced by a stock option agreement.
The exercise price for an option
may not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted; provided, however,
that in the case of an ISO granted to an employee who, at the time of the grant, owns stock representing more than 10% of the voting power
of all classes of stock of the Company or any subsidiary, the exercise price will be no less than 110% of the fair market value on the
grant date. A participant may pay the exercise price of an option to the Company in full at the time of exercise (i) in cash and/or shares
of Company common stock, or (ii) by such other method as the Compensation Committee may permit in its sole discretion, including, without
limitation, by means of a broker-assisted cashless exercise.
Options will vest and become exercisable
in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee; provided, however,
that the Compensation Committee may, in its sole discretion, accelerate the vesting of any options at any time and for any reason. Options
will expire on a date determined by the Compensation Committee, not to exceed 10 years from the grant date. In the case of an ISO granted
to a participant who on the date of grant owns stock representing more than 10% of the voting power of all classes of stock of the Company
or any subsidiary, the ISO may not expire more than five years from the grant date.
The stock option agreement will
set forth the extent to which the grantee will have the right to exercise an option following termination of employment or service.
Stock Appreciation Rights
The Compensation Committee may
grant SARs under the 2023 Plan to eligible participants having such terms as the Compensation Committee designates and consistent with
the 2023 Plan. Each SAR granted under the 2023 Plan will be evidenced by a SAR agreement. Any option may include tandem SARs. The Compensation
Committee also may award SARs independent of any option.
The strike price for a SAR may
not be less than 100% of the fair market value of the Company’s common stock on the date the SAR is granted. Notwithstanding the
foregoing, a SAR granted in tandem with (or in substitution for) an option previously granted will have a strike price equal to the exercise
price of the corresponding option. Upon exercise of a SAR, the Company will pay to the participant an amount equal to the number of shares
subject to the SAR that is being exercised multiplied by the excess, if any, of the fair market value of one share of the Company’s
common stock on the exercise date over the strike price, less an amount equal to any taxes required to be withheld. The Company will pay
such amount in cash, in shares of Company common stock, or any combination thereof, as determined by the Compensation Committee. Any fractional
shares will be settled in cash.
A SAR granted in connection with
an option will become exercisable and will expire according to the same vesting schedule and expiration provisions as the corresponding
option. A SAR granted independent of an option will vest and become exercisable in such manner and on such date or dates or upon such
event or events as determined by the Compensation Committee; provided, however, that the Compensation Committee may, in its sole discretion,
accelerate the vesting of any SAR at any time and for any reason. SARs will expire on a date determined by the Compensation Committee,
not to exceed 10 years from the grant date.
The SAR agreement will set forth
the extent to which the grantee will have the right to exercise a SAR following termination of employment or service.
Restricted Stock and Restricted Stock Units
The Compensation Committee may
grant shares of restricted stock under the 2023 Plan to eligible participants in such amounts and upon such terms as the Compensation
Committee determines and consistent with the 2023 Plan. Each restricted stock option granted under the 2023 Plan will be evidenced by
a stock option agreement. In lieu of or in addition to any restricted stock awards, the Compensation Committee may grant restricted stock
units (“RSUs”) to any eligible participant, subject to the terms and conditions being applied to such awards as if those awards
were for restricted stock and subject to such other terms and conditions as the Compensation Committee may determine. Each RSU will have
an initial value that is at least equal to the fair market value of a share of the Company’s common stock on the grant date. RSUs
may be paid at such time as the Compensation Committee may determine in its discretion, and payments may be made in a lump sum or in installments,
in cash, in shares of common stock, or a combination thereof, as determined by the Compensation Committee in its discretion.
The Compensation Committee will
impose such conditions and/or restrictions on any shares of restricted stock as the Compensation Committee may determine, including, without
limitation, a requirement that participants pay a stipulated purchase price for each shares of restricted stock, restrictions based upon
the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, and/or
restrictions under applicable federal or state securities laws.
The Company may retain the certificates
representing shares of restricted stock in its possession, or provide for appropriate notations on any shares recorded in book entry form,
until such time as all conditions and/or restrictions applicable to such shares have been satisfied.
Restricted stock that has not
yet been forfeited or canceled will become freely transferable (subject to any restrictions under applicable securities laws) after the
last day of the applicable restriction period.
Participants holding shares of
restricted stock may be granted full voting rights with respect to those shares during the restriction period. During the restriction
period, participants holding shares of restricted stock may be credited with regular cash dividends paid with respect to such shares while
they are so held. The Compensation Committee may apply any restrictions to the dividends that the Compensation Committee deems appropriate.
The restricted period with respect
to restricted stock and RSUs will lapse in such manner and on such date or dates or upon such event or events as determined by the Compensation
Committee; provided, however, that the Compensation Committee may, in its sole discretion, accelerate the vesting of any options at any
restricted stock or the lapsing of any applicable restricted period at any time and for any reason.
The terms and conditions with
respect to treatment of restricted stock or RSUs, as applicable, termination of employment or service will be determined by the Compensation
Committee and reflected in the applicable award agreement.
Upon the expiration of the restricted
period with respect to any shares of restricted stock, the restrictions set forth in the applicable restricted stock agreement will be
of no further force or effect with respect to such shares, except as set forth in the applicable restricted stock agreement.
Unless otherwise provided by the
Compensation Committee in an award agreement or otherwise, upon the expiration of the restricted period with respect to any outstanding
RSUs, the Company will issue to the participant or the participant’s beneficiary, without charge, one share of Company common stock
(or other securities or other property, as applicable) for each such outstanding RSU; provided, however, that the Compensation Committee
may, in its sole discretion, elect to (A) pay cash or part cash and part shares of common stock in lieu of issuing only shares of common
stock or (B) defer the issuance of shares of common stock (or cash or part cash and part shares of common stock, as the case may be) beyond
the expiration of the restricted period if such extension would not cause adverse tax consequences under Section 409A of the Code.
Other Equity-Based Awards and Other Cash-Based
Awards
The Compensation Committee may
grant other equity-based awards and other cash-based awards under the 2023 Plan to eligible persons, alone or in tandem with other awards,
in such amounts and dependent on such conditions as the Compensation Committee shall from time to time in its sole discretion determine.
Each other equity-based award will be evidenced by an award agreement and each other cash-based award will be evidenced in such form as
the Compensation Committee may determine from time to time.
Qualified Performance-Based Awards
Restricted stock and RSUs granted
to officers and employees of the Company or its subsidiaries may be granted with the intent that the award satisfy the performance-based
exception (any such award intended to satisfy the performance-based exception, a “Qualified Performance-Based Award”). The
grant, vesting, or payment of Qualified Performance-Based Awards may depend on the degree of achievement of one or more performance goals
relative to a pre-established targeted level or levels using one or more of the performance targets set forth in the 2023 Plan.
The performance period applicable
to any Qualified Performance-Based Award may not be less than three months nor more than 10 years. To satisfy the performance-based exception,
the performance measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals must be
established and approved by the Compensation Committee during the first 90 days of the applicable performance period (and, in the case
of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance
relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Before any Qualified Performance-Based
Award is paid and to the extent applicable to satisfy the performance-based exception, no payment under such award will be made prior
to the time that the Compensation Committee certifies in writing that the performance measure has been achieved.
As required pursuant to Section
162(m) of the Code and the regulations promulgated thereunder, the Compensation Committee’s authority to grant new Qualified Performance-Based
Awards will terminate upon the first meeting of the Company’s stockholders that occurs in the fifth year following the year in which
the 2023 Plan becomes effective, subject to any subsequent extension that may be approved by the Company’s stockholders.
Dividends and Voting Rights
Participants awarded stock options,
SARs and RSUs will not receive dividends or dividend equivalents or have any voting rights with respect to shares of common stock underlying
these awards prior to the issuance of any such shares. Participants receiving restricted stock will have voting rights with respect to
such shares and may be credited with regular cash dividends paid with respect to such shares while they are so held.
Transferability
Awards granted under the 2023
Plan generally will be transferable only by will or the applicable laws of descent and distribution. In certain limited circumstances,
the Compensation Committee may authorize stock options, other than ISOs, to be transferred to family members or trusts controlled by family
members of the participant. Restricted stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until
the applicable restrictions lapse.
Amendment and Termination
The Board may amend, alter, suspend,
discontinue or terminate the 2023 Plan at any time. However, the Board may not, without further approval of the Company’s stockholders,
amend the 2023 Plan to:
|
· |
materially increase the number of shares of stock subject to the 2023 Plan; or |
|
· |
materially modify the requirements for participation in the 2023 Plan if it would materially and adversely affect an award holder’s rights with respect to a previously granted and outstanding award; |
The Compensation Committee may waive any conditions
or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award. However, the Compensation Committee
may not, without further approval of the Company’s stockholders:
|
· |
reduce the exercise price of any option or the strike price of any SAR; |
|
· |
cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the canceled option or SAR; or |
|
· |
take any action that is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the Company’s securities are listed or quoted. |
Federal Income Tax Effects of the 2023 Plan
The federal income tax consequences
applicable to the Company in connection with ISOs, NQSOs, SARs, restricted stock, RSUs and performance awards are complex and depend,
in large part, on the surrounding facts and circumstances. A participant should consult with his or her tax advisor regarding the taxation
of awards under the Plan. Under current federal income tax laws, however, a participant will generally recognize income with respect to
grants of stock options, SARs, restricted stock, RSUs and performance awards as described below.
Stock Options
Stock options may be granted in
the form of ISOs or NQSOs. ISOs are eligible for favorable tax treatment under the Code. To meet the Code requirements, the maximum value
of ISOs that first become exercisable in any one year (determined as of the dates of grants of the ISOs) is limited to $100,000. Under
the Code, persons do not realize compensation income upon the grant of an ISO or NQSO. At the time of exercise of a NQSO, the holder realizes
compensation income in the amount of the difference between the grant price and the fair market value of the Company stock on the date
of exercise multiplied by the number of shares for which the option is exercised. At the time of exercise of an ISO, no compensation income,
however, is recognized but the difference between the grant price and the fair market value of the Company’s common stock on the
date of exercise multiplied by the number of shares for which the option is exercised is an item of tax preference which may require the
payment of alternative minimum tax. The tax basis for determining capital gain or loss from the sale of stock acquired pursuant to a NQSO
is the fair market value of the stock or the date of exercise. If the shares acquired on exercise of an ISO are held for at least two
years after grant of the option and one year after exercise, the excess of the amount realized on sale over the exercise price is taxed
as capital gains. If the shares acquired on exercise of an ISO are disposed of, including disposition by gift, within two years after
grant or one year of exercise, the holder realizes compensation income equal to the excess of the fair market value of shares on the date
of exercise over the option price. Additional amounts realized are taxed as capital gains. The Company generally is entitled to a deduction
under the Code at the time and equal to the amount of compensation income realized by the holder of an option under the 2023 Plan.
Compensation income recognized
by the exercise of NQSOs is subject to Federal Insurance Contributions Act (“FICA”) and Medicare taxes when the optionee is
an employer and self-employment tax when the optionee is a director. Compensation income realized upon the premature disposition of stock
acquired pursuant to an ISO is not subject to FICA and Medicare taxes.
SARs and RSUs
SARs are taxed on the date of
exercise and RSUs are taxed on the date of vesting. A participant is taxed on the amount he or she is paid upon exercise of an SAR or
vesting of an RSU. The Company accrues a corresponding deduction. The amount taxed is also subject to FICA and Medicare taxes in the case
of an employee and self-employment tax in the case of a director.
Restricted Stock
Participants recognize as taxable
income the fair market value of restricted stock on the date the restriction period ends. The amount taxed is subject to FICA and Medicare
taxes in the case of an employee and self-employment tax in the case of a director. The Company is entitled to a corresponding tax deduction
at the same time. Dividends paid during the restricted period are taxable compensation/income to the participant and are deductible by
the Company. The value of the stock on the date the restriction period ends becomes the participant’s tax basis for determining
subsequent capital gain or loss on the sale of the stock. A participant may elect to have the fair market value of restricted stock taxed
to him or her at the time of grant. In this event, the participant recognizes no income when the restrictions lapse. The participant’s
tax basis in the stock, for determining capital gain or loss upon the subsequent sale of the stock, is the fair market value of the stock
on the date of grant. In this event, the Company accrues a tax deduction equal to the amount of income recognized by the participant on
the grant date, and the participant does not accrue a tax deduction or benefit in the event the stock is subsequently forfeited.
Performance Awards
Cash payments pursuant to performance
awards are taxable as compensatory income to a participant when it is paid and the Company accrues a corresponding income tax deduction
in this amount. The amount taxed is subject to FICA and Medicare taxes.
Code Section 162(m)
Section 162(m) of the Code limits
the deductibility by the Company of compensation paid to the CEO and the other four most highly compensated executives. Section 162(m)
of the Code provides an exception to this deduction limitation for certain “qualified performance-based compensation.” Payments
or grants under the 2023 Plan are intended to qualify as “qualified performance-based compensation” under the Code and applicable
regulations.
Code Section 280G and 4999
A 20% excise tax is imposed under
Code Section 4999 on participants who receive certain payments in connection with a change of control of the Company and the Company cannot
deduct such payments. It is possible that the value of accelerated vesting and lapse of restrictions on 2023 Plan awards could constitute
change of control payments and that (i) the value of the acceleration could be subject to the excise tax, (ii) this could cause other
Company change of control payments to be subject to the tax, and (iii) in this event, the Company would not be able to deduct these items
for income tax purposes.
New Plan Benefits
As of the date of this Proxy Statement,
approximately 5 employees, three non-employee directors and four independent contractors eligible to participate in the 2023 Plan.
The benefits or amounts that the Company’s Chief Executive Officer, the other named executive officers, other employees or non-employee
directors may receive under the 2023 Plan are not determinable because all benefits or amounts are at the discretion of the Compensation
Committee.
To date, the Company has not granted
any stock-based compensation awards to employees, including officers, or non-employee directors.
Securities Authorized for Issuance under Equity
Compensation Plans
We have not adopted an equity
compensation plan.
Vote Required for Approval
The affirmative vote of a majority
of the shares entitled to vote on this proposal and present in person or represented by proxy at the Annual Meeting is required to approve
the 2023 Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR” APPROVAL OF THE 2023 PLAN
OTHER INFORMATION
Our 2023 annual report on Form
10-K, excluding exhibits, will be mailed without charge to any stockholder entitled to vote at the Annual Meeting, upon written request
to Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood Drive,
Loughborough, Leicestershire, LE11 3QF, United Kingdom, Attention: Chief Financial Officer.
Important Notice Regarding Delivery of Stockholder Documents
If your shares are held in street
name, your broker, bank, custodian, or other nominee holder may deliver only one copy of this Proxy Statement and the annual report to
stockholders to multiple stockholders sharing an address, absent contrary instructions from one or more of the stockholders. We will deliver
a separate copy of the proxy materials to a stockholder at a shared address to which a single copy was delivered, upon written or oral
request, to Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood
Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom. Stockholders sharing an address and receiving multiple copies of the proxy
materials who wish to receive a single copy should contact their broker, bank, custodian or other nominee holder.
Other Matters to Be Presented at the Annual Meeting
We do not have notice of any matter
to be presented for action at the Annual Meeting, except as discussed in this Proxy Statement. The persons authorized by the accompanying
form of proxy will vote in their discretion as to any other matter that comes before the Annual Meeting.
Stockholder Proposals for Next Annual Meeting
Stockholder proposals intended
to be included in the proxy statement for the next annual meeting must be received by the Company no later than May 11,2024.
By Order of the Board of Directors,
/s/ Dewan Fazlul Hoque Chowdhury
Dewan Fazlul Hoque Chowdhury
Chairman of the Board
September 8, 2023
APPENDIX I
Nemaura Medical Inc.
2023
Omnibus Incentive Plan
Nemaura
Medical Inc.
2023
Omnibus Incentive Plan
| 1. | Purpose. The purpose of the Nemaura Medical Inc. 2023 Omnibus Incentive
Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel,
and to provide a means whereby directors, officers, employees, consultants, and advisors of the Company and the other members of the Company
Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation
measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning
their interests with those of the Company’s stockholders. |
| 2. | Definitions. The following definitions shall be applicable throughout
the Plan. |
| (a) | “Absolute Share Limit” has the meaning given to such term in
Section 5(b). |
| (b) | “Adjustment Event” has the meaning given to such term in Section
12(a). |
| (c) | “Affiliate” means any Person that directly or indirectly controls,
is controlled by, or is under common control with the Company. The term “control” (including, with correlative meaning, the
terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership
of voting or other securities, by contract, or otherwise. |
| (d) | “Applicable Requirements” means the requirements for equity
compensation plans or any Award or Award Agreement under: (i) federal corporate, employee benefits, employment, executive compensation,
and securities Laws; (ii) the Code; (iii) state corporate, employee benefits, employment, executive compensation, securities, and Tax
Laws; (iv) the rules of any Securities Market on which the Shares are traded; and (v) the laws of any foreign jurisdiction. |
| (e) | “Award” means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Equity-Based Award, and Other
Cash-Based Award granted under the Plan. |
| (f) | “Award Agreement” means the document or documents by which each
Award (other than an Other Cash-Based Award) is evidenced, which may be in written or electronic form. |
| (g) | “Board” means the Board of Directors of the Company. |
| (h) | “Cause” means, as to any Participant, unless the applicable
Award Agreement states otherwise, a Participant’s (i) substantial failure or refusal to perform the duties or responsibilities of
the Participant’s job as required by the Service Recipient; (ii) material violation of any fiduciary duty owed to the Service Recipient
or any other member of the Company Group; (iii) conviction of, or entry of a plea of nolo contendere with respect to, a felony;
(iv) conviction of, or entry of a plea of nolo contendere with respect to, a misdemeanor which involves dishonesty, fraud or morally
repugnant behavior; (v) dishonesty; (vi) theft; (vii) material violation of Company rules or policy; or (viii) other egregious or morally
repugnant conduct that has, or could have, a serious and detrimental impact on the Service Recipient or any other member of the Company
Group, their Affiliates, or their respective employees. The Committee, in its sole and absolute discretion, shall determine Cause. |
| (i) | “Change in Control” means: |
| (i) | The consummation of a sale or other disposition of all or substantially
all of the assets of the Company; |
| (ii) | The consummation of a merger or consolidation of the Company with or into
another corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of Common Stock immediately
prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and,
if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation’s voting securities) immediately after the merger or consolidation,
which common stock (and, if applicable, voting securities) is to be held in substantially the same proportion as such holders’ ownership
of Common Stock immediately before the merger or consolidation; |
| (iii) | the date any Person (other than (A) the Company or any of its Subsidiaries
or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (B) any Person who,
on the Effective Date, shall have been the beneficial owner of at least 15% of the outstanding Common Stock) shall have become the beneficial
owner of, or shall have obtained voting control over, more than 50% of the outstanding shares of Common Stock; or |
| (iv) | the first day after the Effective Date when directors are elected such that
a majority of the Board shall have been members of the Board for less than 24 months, unless the nomination for election of each new director
who was not a director at the beginning of such 24-month period was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period. |
| (j) | “Code” means the Internal Revenue Code of 1986, as amended,
and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative
guidance under such section, and any amendments or successor provisions to such section, regulations, or guidance. |
| (k) | “Committee” means a committee of the Board or any properly delegated
subcommittee, to administer the Plan, or, if no such committee or subcommittee thereof exists, the Board. |
| (l) | “Common Stock” means the common stock of the Company, par value
$0.0001 per share (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged). |
| (m) | “Company” means Nemaura Medical Inc., a Nevada corporation,
and any successor thereto. |
| (n) | “Company Group” means, collectively, the Company and its Subsidiaries.
|
| (o) | “Contractor” means any Person, other than an Employee or Director,
that performs services as an independent contractor to the Company or any other member of the Company Group, provided, however, that a
“Contractor” does not include a Person that performs services in connection with the offer or sale of the Company’s
securities in a capital raising transaction, or that promotes or maintains a market for the Company’s securities. |
| (p) | “Date of Grant” or “Grant Date” means the date on
which the Company or applicable member of the Company Group completes the corporate action necessary to create the legally binding right
in the Participant to the Award, provided, however, that a corporate action is not complete until the date on which the maximum number
of Shares that can be purchased or received under the Award is fixed or determinable, the minimum exercise or purchase price is fixed
or determinable, and the class of stock subject to the Award and the Participant’s identity are designated, and, for Incentive Stock
Options that are granted on the condition that an individual will become an Employee of the Company or a member of the Company Group,
the Grant Date will not be before the date that the individual becomes an Employee. |
| (q) | “Designated Foreign Subsidiaries” means all members of the Company
Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated
by the Board or the Committee from time to time. |
| (r) | “Detrimental Activity” means any of the following: (i) unauthorized
disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds
to terminate the Participant’s status as a Contractor, Director or Employee for Cause; (iii) a breach by the Participant of any
restrictive covenant by which such Participant is bound, including, without limitation, any covenant not to compete or not to solicit,
in any agreement with any member of the Company Group; or (iv) fraud or conduct contributing to any financial restatements or irregularities,
as determined by the Committee in its sole discretion. |
| (s) | “Director” means a member of the Board, or the board of directors
or other governing body of any member of the Company Group. |
| (t) | “Disability” means, as to any Participant, unless the applicable
Award Agreement states otherwise, (i) “Disability,” as defined in any employment, consulting or service agreement between
the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment, consulting
or service agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant
to receive benefits under a long-term disability plan of the Service Recipient or other member of the Company Group in which such Participant
is eligible to participate, or, in the absence of such a plan, the complete and permanent inability of the Participant by reason of illness
or accident to perform the duties of the position at which the Participant was employed or served when such disability commenced. Any
determination of whether Disability exists in the absence of a long-term disability plan shall be made by the Company (or its designee)
in its sole and absolute discretion. |
| (u) | “Effective Date” means the date the Company’s stockholders
approve the Plan. |
| (v) | “Eligible Person” means any (i) Contractor, (ii) Director or
(iii) Employee to any member of the Company Group who may be offered securities registrable pursuant to a registration statement on Form
S-8 under the Securities Act, who, in the case of each of clauses (i) through (iii) above, has entered into an Award Agreement or who
has received written notification from the Committee or its designee that they have been selected to participate in the Plan. |
| (w) | “Employee” means a common law employee of the Company or any
other member of the Company Group, provided, however, that an Employee does not include any person who is: (i) classified by the Company
or any other member of the Company Group as working on discrete projects; (ii) classified by the Company or any other member of the Company
Group as an independent contractor, as evidenced by its action in not withholding taxes from his or her compensation, without regard to
whether the individual is a common law employee; (iii) working for an organization that provides goods or services (including without
limitation temporary employee services) to the Company or any other member of the Company Group and whom the Company or member does not
regard to be its common law employee, as evidenced by its action in not withholding taxes from his or her compensation, without regard
to whether the individual is a common law employee; (iv) a leased employee of the Company or any other member of the Company Group as
contemplated under Code Section 414(n); or (v) included in a unit of employees covered by a collective bargaining agreement (as so determined
by the Secretary of Labor) between employee representatives and the Company or any other member of the Company Group. |
| (x) | “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed
to include any rules, regulations, or other interpretative guidance under such section or rule, and any amendments or successor provisions
to such section, rules, regulations, or guidance. |
| (y) | “Exercise Price” has the meaning given to such term in Section
7(b). |
| (z) | “Fair Market Value” means, as of any date, the fair market value
of a Share determined as follows and subject to the following provisions: |
| (i) | If the Shares are: (A) listed on any established stock exchange or a national
market system, by the closing price of a Share on the date of determination as quoted on the exchange or system and as reported in The
Wall Street Journal, provided, however, that if sales were not so reported for that date, then by the closing bid on that date as quoted
on the exchange or system and as reported in The Wall Street Journal, or if not so reported, as reported in such other source as determined
by the Committee or Board in its reasonable discretion; or (B) regularly quoted by a recognized securities dealer but selling prices are
not reported for the date of determination, by the arithmetic mean of the high bid and low asked prices for the Shares on the last market
trading day before the date of determination; or |
| (ii) | if the Committee or Board in its reasonable discretion determines that the
Shares are not readily tradable on a Securities Market, by one of the following methods that the Committee or Board in its exclusive discretion
determines is appropriate: |
| (A) | an independent written appraisal that satisfies the requirements of Code
Section 401(a)(28)(C) as of a date within twelve months before the date of the action for which the appraisal is used (e.g., the Grant
Date of an Award) (the “Appraisal”), provided, however, that if the Committee or Board in its reasonable discretion determines
that the Appraisal does not reflect information available after the date of the Appraisal that may materially affect the Company’s
value, then the Committee or Board shall determine Fair Market Value by a new Appraisal; or |
| (B) | the reasonable application of a reasonable valuation method that takes into
consideration in applying its methodology all available information Material to the Company’s value. |
| (iii) | The Committee or Board in its exclusive discretion may use a different valuation
method for each separate action for which a valuation is relevant as long as a single valuation method is used for each separate action.
Once an exercise price or amount to be paid has been established, the Committee and Board shall not change the exercise price or amount
to be paid through the retroactive use of another valuation method. Notwithstanding the foregoing provisions of this section 2.(dd)(iii),
when after the Grant Date, but before the date of exercise of the Option or SAR, the Shares become readily tradable on a Securities Market,
the Committee and Board shall use the valuation method in Section 2.(z)(i) to determine the amount of the payment on the date of exercise
or purchase of the Shares. |
| (iv) | (iv) Shares are treated as readily tradable on a Securities Market if they
are regularly quoted by brokers or dealers making a market in the Shares. |
| (aa) | “GAAP” has the meaning given to such term in Section 7(d). |
| (bb) | “Immediate Family Members” has the meaning given to such term
in Section 14(b). |
| (cc) | “Incentive Stock Option” means an Option which is designated
by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in
the Plan. |
| (dd) | “Indemnifiable Person” has the meaning given to such term in
Section 4(e). |
| (ee) | “Law” means: (i) an administrative decision on which Persons
other than those to whom the decision was issued can rely; (ii) a judicial decision on which Persons other than those to whom the decision
was issued can rely; (iii) an ordinance or statute; (iv) a regulation or rule; or (v) any combination of the items under clauses (i) to
(iv). |
| (ff) | “Material” means a level of importance that would have affected
the decision of a reasonable person in the position of the Person subject to the provision of the Plan requiring that the act, omission,
or event be Material. An act, omission, or event that is Material is also Significant. |
| (gg) | “Minimum Vesting Condition” means, with respect to any Award
settled in Shares, that vesting of (or lapsing of restrictions on) such Award does not occur earlier than the first anniversary of the
Date of Grant, other than (i) in connection with a Change in Control; (ii) as a result of a Participant’s death, retirement or Disability
or Termination by the Service Recipient without Cause; or (iii) with respect to any Award granted to a Non-Employee Director; provided,
however, that notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Absolute Share Limit
may be granted to any one or more Eligible Persons without regard to such Minimum Vesting Condition. The Minimum Vesting Condition will
not prevent the Committee from accelerating the vesting of any Award in accordance with any of the provisions set forth in this Plan. |
| (hh) | “Non-Employee Director” means a member of the Board who is not
an Employee. |
| (ii) | “Nonqualified Stock Option” means an Option which is not designated
by the Committee as an Incentive Stock Option. |
| (jj) | “Option” means an Award granted under Section 7. |
| (kk) | ”Option Period” has the meaning given to such term in Section
7(c). |
| (ll) | “Other Cash-Based Award” means an Award that is granted under
Section 10 that is denominated and/or payable in cash. |
| (mm) | “Other Equity-Based Award” means an Award that is not an Option,
Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit that is granted under Section 11 and is (i) payable by delivery of
Shares and/or (ii) measured by reference to the value of Shares. |
| (nn) | “Participant” means an Employee, Director, or Contractor of
the Company or any other member of the Company Group who receives an Award, or any Person who holds an outstanding Award. |
| (oo) | “Performance Targets” means the attainment of specific levels
of performance of the Company (and/or one members of the Company Group, divisions or operational and/or business units, product lines,
brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with
GAAP or on a non-GAAP basis on the specified measures, including, but not limited to: (i) debt ratings; (ii) debt to capital ratio; (iii)
generation of cash; (iv) issuance of new debt; (v) establishment of new credit facilities; (vi) retirement of debt; (vii) return measures
(including, but not limited to, return on assets, return on capital, return on equity); (viii) attraction of new capital; (ix) cash flow;
(x) earnings per share; (xi) net income; (xii) pre-tax income; (xiii) pre-tax pre-bonus income; (xiv) operating income; (xv) gross revenue;
(xvi) net revenue; (xvii) net margin; (xviii) pre-tax margin; (xix) share price; (xx) total stockholder return; (xxi) acquisition or disposition
of assets; (xxii) acquisition or disposition of companies, entities or businesses; (xxiii) creation of new performance and compensation
criteria for key personnel; (xxiv) recruiting and retaining key personnel; (xxv) customer satisfaction; (xxvi) employee morale; (xxvii)
hiring of strategic personnel; (xxiii) development and implementation of Company policies, strategies and initiatives; (xxix) creation
of new joint ventures; (xxx) increasing the Company’s public visibility and corporate reputation; (xxxiii) development of corporate
brand name; (xxxi) overhead cost reductions; or (xxxii) any combination of or variations on the foregoing. Any one or more of the aforementioned
performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure
the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product
lines, brands, business segments, administrative departments of the Company and/or one or more members of the Company Group or any combination
thereof, as the Committee may deem appropriate, or any of the above Performance Targets may be compared to the performance of a selected
group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared
to various stock market indices. Performance Targets may be based on the Participant’s attainment of business objectives with respect
to any of the criteria set forth in this Section 2(oo), or implementing policies and plans, negotiating transactions, developing long-term
business goals or exercising managerial responsibility. |
| (pp) | “Permitted Transferee” has the meaning given to such term in
Section 14(b). |
| (qq) | “Person” means any individual, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act). |
| (rr) | “Plan” means this Nemaura Medical Inc. 2023 Omnibus Incentive
Plan, as it may be amended and/or restated from time to time. |
| (ss) | “Prior Plans” means any prior plans generally operating and
covering matters similar to this Plan. |
| (tt) | “Prior Plan Award” means an equity award granted under either
of the Prior Plans which remains outstanding as of the Effective Date. |
| (uu) | “Qualifying Director” means a Person who is, with respect to
actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act. |
| (vv) | “Qualified Performance Based Award” shall have the meaning ascribed
to said phrase in Section 11. |
| (ww) | “Restricted Period” means the period during which the transfer
of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or the occurrence
of other events determined by the Committee in its discretion), and the Shares are subject to a substantial risk of forfeiture, as provided
in Section 9 hereof. |
| (xx) | “Restricted Stock” means Shares, subject to certain specified
restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous
services for a specified period of time), granted under Section 9. |
| (yy) | “Restricted Stock Unit” means an unfunded and unsecured promise
to deliver shares of Common Stock, cash, other securities, or other property, subject to certain restrictions (which may include, without
limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time),
granted under Section 9. |
| (zz) | “SAR Period” has the meaning given to such term in Section 8(c). |
| (aaa) | “Securities Act” means the Securities Act of 1933, as amended,
and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include
any rules, regulations, or other interpretative guidance under such section or rule, and any amendments or successor provisions to such
section, rules, regulations, or guidance. |
| (bbb) | “Securities Market” means: (i) a national securities exchange
that is registered under Section 6 of the Exchange Act; (ii) a foreign national securities exchange that is officially recognized, sanctioned,
or supervised by a Government Body; or (iii) any over-the-counter market that uses an interdealer quotation system. An interdealer quotation
system is any system of general circulation to brokers and dealers that regularly disseminates quotations of stocks and securities by
identified brokers or dealers, other than by quotation sheets that are prepared and distributed by a broker or dealer in the regular course
of business and that contain only quotations of that broker or dealer. |
| (ccc) | “Service Recipient” means, with respect to a Participant, the
member of the Company Group for whom services are performed, or prior to a Termination were most recently performed, by said Participant
and with respect to whom the legally binding right to compensation arises, and all Persons with whom such Person would be considered a
single employer under IRC §414(b)-(c). |
| (ddd) | “Share” means a share of Common Stock and “Shares”
means more than one share of Common Stock. |
| (eee) | “Significant” means important enough to merit the attention
of a reasonable person in the position of the Person subject to the provision of the Plan requiring that the act, omission, or event be
Significant. Significant has a lesser level of importance than Material. |
| (fff) | “Stock Appreciation Right” or “SAR” means an Award
granted under Section 8. |
| (ggg) | “Strike Price” has the meaning given to such term in Section
8(b). |
| (hhh) | “Subsidiary” means, with respect to any specified Person: |
| (i) | any corporation, association, or other business entity of which more than
50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency
and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and |
| (ii) | any partnership (or any comparable foreign entity) (A) the sole general
partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B)
the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof). |
| (iii) | “Sub-Plans” means any sub-plan to this Plan that has been adopted
by the Board or the Committee for the purpose of permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries
or otherwise outside the jurisdiction of the United States of America, with each such sub-plan designed to comply with local laws applicable
to offerings in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order
to comply with applicable local laws, the Absolute Share Limit and the other limits specified in Section 5(b) shall apply in the aggregate
to the Plan and any Sub-Plan adopted hereunder. |
| (jjj) | “Substitute Awards” has the meaning given to such term in Section
5(f). |
| (kkk) | “Tax” or “Taxes” means one or more of federal, state,
local, and foreign employment, excise, income, and payroll taxes. |
| (lll) | “Termination” means the termination of a Participant’s
employment or service, as applicable, with the Service Recipient for any reason (including death or Disability). |
| 3. | Effective Date; Duration. The Plan shall be effective as of the Effective
Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the
Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the
Plan shall continue to apply to such Awards. |
| (a) | General. The Committee shall administer the Plan. To the extent required
to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the
Plan), it is intended that each member of the Committee shall, at the time such member takes any action with respect to an Award under
the Plan that is intended to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director.
However, the fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the
Committee that is otherwise validly granted under the Plan. |
| (b) | Committee Authority. Subject to the provisions of the Plan and Applicable
Requirements, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred
on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant;
(iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated
in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled in, or exercised for, cash, shares of Common Stock, other securities, other Awards, or other property,
or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;
(vi) determine whether, to what extent, and under what circumstances the delivery of cash, Shares, other securities, other Awards, or
other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant
or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in
the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any
rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix)
adopt Sub-Plans; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan. |
| (c) | Delegation. Except to the extent prohibited by applicable law or
the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company
are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any Person or Persons selected by it. Any such allocation or delegation
may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more
officers of any member of the Company Group the authority to act on behalf of the Committee with respect to any matter, right, obligation,
or election which is the responsibility of, or which is allocated to, the Committee herein, and which may be so delegated as a matter
of law, except for grants of Awards to Non-Employee Directors. Notwithstanding the foregoing in this Section 4(c), it is intended that
any action under the Plan intended to qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to Persons
who are subject to Section 16 of the Exchange Act will be taken only by the Board or by a committee or subcommittee of two or more Qualifying
Directors. However, the fact that any member of such committee or subcommittee shall fail to qualify as a Qualifying Director shall not
invalidate any action that is otherwise valid under the Plan. |
| (d) | Finality of Decisions. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan, any Award or any Award
Agreement shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon
all Persons, including, without limitation, any member of the Company Group, any Participant, any holder or beneficiary of any Award,
and any stockholder of the Company. |
| (e) | Indemnification. No member of the Board, the Committee, or any employee
or agent of any member of the Company Group (each such Person, an “Indemnifiable Person”) shall be liable for any action taken
or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful
criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection
with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable
Person may be involved by reason of any action taken or omitted to be taken or determination made with respect to the Plan or any Award
hereunder and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement
thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable
Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall
include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided
below, that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense,
to assume and defend any such action, suit, or proceeding and once the Company gives notice of its intent to assume the defense, the Company
shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not
be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to
further appeal) binding upon such Indemnifiable Person determines that the acts, omissions, or determinations of such Indemnifiable Person
giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or
that such right of indemnification is otherwise prohibited by law or by the organizational documents of any member of the Company Group.
The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such
Indemnifiable Persons may be entitled under the organizational documents of any member of the Company Group, as a matter of law, under
an individual indemnification agreement or contract, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable
Persons or hold such Indemnifiable Persons harmless. |
| (f) | Board Authority. Notwithstanding anything to the contrary contained
in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect
to such Awards. Any such actions by the Board shall be subject to the applicable rules of the securities exchange or inter-dealer quotation
system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee
under the Plan. |
| 5. | Grant of Awards; Shares Subject to the Plan; Limitations. |
| (a) | Grants. The Committee may, from time to time, grant Awards to one
or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in such manner and on such date or dates
or upon such event or events as determined by the Committee and as set forth in any applicable Award Agreement, including, without limitation,
attainment of Performance Targets, subject to the Minimum Vesting Condition. |
| (b) | Share Reserve and Limits. Awards granted under the Plan shall be
subject to the following limitations: (i) subject to Section 11 and Section 5(d), no more than 3,000,000 shares of Common Stock (the “Absolute
Share Limit”) shall be available for Awards under the Plan; (ii) subject to Section 11, no more than the number of shares of Common
Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under
the Plan; and (iii) the maximum number of shares of Common Stock subject to Awards granted during a single calendar year to any Non-Employee
Director, taken together with any cash fees paid to such Non-Employee Director during such calendar year, shall not exceed a total value
of $250,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). |
| (c) | Share Counting. When (i) an Option or Stock Appreciation Right is
granted under the Plan, the maximum number of shares subject to the Option or Stock Appreciation Right will be counted against the Absolute
Share Limit as one share for every share subject to such Option or Stock Appreciation Right, regardless of the actual number of shares
(if any) used to settle such Option or Stock Appreciation Right upon exercise; and (ii) an Award other than an Option or Stock Appreciation
Right is granted under the Plan, the maximum number of shares subject to the Award will be counted against the Absolute Share Limit as
two shares for every share subject to such Award, regardless of the actual number of shares (if any) used to settle such Award. The issuance
of shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall
reduce the total number of shares available under the Plan, as applicable. If shares are not issued or are withheld from payment of an
Award to satisfy tax obligations with respect to the Award, such shares will not be added back to the Absolute Share Limit, but rather
will count against the Absolute Share Limit. |
| (d) | Forfeited or Terminated Awards. To the extent that an Award granted
under this Plan or a Prior Plan Award expires or is canceled, forfeited or terminated, in whole or in part, (including, without limitation,
for failure to achieve service vesting and/or performance vesting conditions) without issuance to the holder thereof of shares of Common
Stock to which the Award or Prior Plan Award related or cash or other property in lieu thereof, the unissued shares of Common Stock will
again be available for grant under the Plan; provided, that, in any such case, the number of shares again available for grant under the
Plan shall be the number of shares previously counted against the Absolute Share Limit (or, in the case of a Prior Plan Award, the number
of shares that would have been counted against the Absolute Share Limit if such Prior Plan Award had been granted under this Plan) with
respect to such unissued shares of Common Stock to which such Award or Prior Plan Award related, as determined in accordance with Section
5(c). |
| (e) | Source of Shares. Shares of Common Stock issued by the Company in
settlement of Awards may be authorized and unissued shares, shares of Common Stock held in the treasury of the Company, shares of Common
Stock purchased on the open market or by private purchase, or a combination of the foregoing. |
| (f) | Substitute Awards. Awards may, in the sole discretion of the Committee,
be granted under the Plan in assumption of, or in substitution for, outstanding Awards previously granted by an entity directly or indirectly
acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against
the Absolute Share Limit; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding
Options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against
the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock
exchange requirements, available shares of Common Stock under a stockholder-approved plan of an entity directly or indirectly acquired
by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may
be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan. |
| 6. | Eligibility. Participation in the Plan shall be limited to Eligible
Persons. |
| (a) | General. Each Option granted under the Plan shall be evidenced by
an Award Agreement, each substantially in the form as attached hereto as Exhibit A, with such changes thereto as the Committee may deem
necessary, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth
in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the
Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees
of a member of the Company Group, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an
Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the
stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code;
provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain
such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the
case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to, and comply with, such rules as may be prescribed
by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify
as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified
Stock Option appropriately granted under the Plan. |
| (b) | Exercise Price. Except as otherwise provided by the Committee in
the case of Substitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be
less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that in the case of an
Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the
voting power of all classes of stock of any member of the Company Group, the Exercise Price per share shall be no less than 110% of the
Fair Market Value per share on the Date of Grant. |
| (c) | Vesting and Expiration; Termination. Options shall vest and become
exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation,
those set forth in Section 5(a), and as set forth in any Award Agreement; provided, however, that notwithstanding any such vesting dates
or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason. Options shall
expire upon a date determined by the Committee, not to exceed ten years from the Date of Grant (the “Option Period”). Notwithstanding
the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted
to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of any member
of the Company Group. The terms and conditions with respect to the treatment of Options in the event of a Participant’s Termination
shall be determined by the Committee and reflected in the applicable Award Agreement. |
| (d) | Method of Exercise and Form of Payment. No shares of Common Stock
shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company
and the Participant has paid to the Company an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other
applicable taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company (or telephonic instructions to the extent provided by the Committee) in accordance with the terms of
the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent, and/or
shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved
by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of
such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest and have
been held by the Participant for at least six months (or such other period as established from time to time by the Committee in order
to avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such other method
as the Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market value on
the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means
of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent
permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable
upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise”
procedure effected by withholding the minimum number of Shares otherwise issuable in respect of an Option that is needed to pay the Exercise
Price. Any fractional shares of Common Stock shall be settled in cash. |
| (e) | Notification upon Disqualifying Disposition of an Incentive Stock Option.
Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date the Participant
makes a disqualifying disposition of any share of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying
disposition is any disposition (including, without limitation, any sale) of such share of Common Stock before the later of (i) the date
that is two years after the Date of Grant of the Incentive Stock Option, or (ii) the date that is one year after the date of exercise
of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee,
retain possession, as agent for the applicable Participant, of any share of Common Stock acquired pursuant to the exercise of an Incentive
Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant
as to the sale of such share of Common Stock. |
| (f) | Compliance With Laws, etc. Notwithstanding the foregoing, in no event
shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act
of 2002, as it may be amended from time to time, or any other applicable law or the applicable rules and regulations of the Securities
and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the
securities of the Company are listed or traded. |
| 8. | Stock Appreciation Rights. |
| (a) | General. Each SAR granted under the Plan shall be evidenced by an
Award Agreement, each substantially in the form as attached hereto as Exhibit B, with such changes thereto as the Committee may deem necessary.
Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee
also may award SARs to Eligible Persons independent of any Option. |
| (b) | Strike Price. Except as otherwise provided by the Committee in the
case of Substitute Awards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than
100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem
with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding
Option. |
| (c) | Vesting and Expiration; Termination. A SAR granted in connection
with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding
Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such
event or events as determined by the Committee including, without limitation, those set forth in Section 5(a); provided, however, that
notwithstanding any such vesting dates or events, the Committee may, in its sole discretion, accelerate the vesting of any SAR at any
time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed ten years from the Date of Grant (the
“SAR Period”). The terms and conditions with respect to the treatment of SARs in the event of a Participant’s Termination
shall be determined by the Committee and reflected in the applicable Award Agreement. |
| (d) | Method of Exercise. SARs which have become exercisable may be exercised
by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number
of SARs to be exercised and the date on which such SARs were awarded. |
| (e) | Payment. Upon the exercise of a SAR, the Company shall pay to the
Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess, if any, of the
Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state,
local, and non-U.S. income, employment, and any other applicable taxes required to be withheld. The Company shall pay such amount in cash,
in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares
of Common Stock shall be settled in cash. |
| 9. | Restricted Stock and Restricted Stock Units. |
| (a) | Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts and upon
such terms as the Committee shall determine. |
| (i) | Subject to Section 11, the Committee shall impose such conditions and/or
restrictions on any Shares of Restricted Stock as the Committee may determine including, without limitation, a requirement that Participants
pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals
(Company-wide, divisional, and/or individual), time-based restrictions on vesting following the attainment of the performance goals, and/or
restrictions under applicable federal or state securities laws. |
| (ii) | The Company may retain the certificates representing Shares of Restricted
Stock in the Company’s possession, or provide for appropriate notations as to any applicable conditions and/or restrictions on any
such Shares recorded in book entry form, until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.
|
| (iii) | Except as otherwise provided in this Section 9, Shares of Restricted Stock
that have not yet been forfeited or canceled shall become freely transferable (subject to any restrictions under applicable securities
laws) by the Participant after the last day of the applicable Restriction Period. |
| (c) | Voting Rights. Participants holding Shares of Restricted Stock
may be granted full voting rights with respect to those Shares during the Restriction Period. |
| (d) | Dividends and Other Distributions. During the Restriction Period,
Participants holding Shares of Restricted Stock may be credited with regular cash dividends paid with respect to such Shares while they
are so held. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. |
| (e) | Restricted Stock Units. In lieu of or in addition to any Awards of
Restricted Stock, the Committee may grant Restricted Stock Units to any Participant, subject to the terms and conditions of this Section
9 being applied to such Awards as if those Awards were for Restricted Stock and subject to such other terms and conditions as the Committee
may determine. Each Restricted Stock Unit shall have an initial value that is at least equal to the Fair Market Value of a Share on the
Date of Grant. Restricted Stock Units may be paid at such time as the Committee may determine in its discretion, and payments may be made
in a lump sum or in installments, in cash, Shares, or a combination thereof, as determined by the Committee in its discretion. |
| (f) | General. Each grant of Restricted Stock shall be evidenced by an
Award Agreement each substantially in the form as attached hereto as Exhibit C, with such changes thereto as the Committee may deem necessary.
Each grant of Restricted Stock Units shall be evidenced by an Award Agreement each substantially in the form as attached hereto as Exhibit
D, with such changes thereto as the Committee may deem necessary. Each Restricted Stock and Restricted Stock Unit so granted shall be
subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement. |
| (g) | Stock Certificates and Book-Entry Notation; Escrow or Similar Arrangement.
Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued
or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s
directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to
the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute
and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power
(endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver
(in a manner permitted under Section 14(a) or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall
be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, a Participant generally
shall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right to vote
such Restricted Stock. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing
such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto
shall terminate without further obligation on the part of the Company. A Participant shall have no rights or privileges as a stockholder
as to Restricted Stock Units. |
| (h) | Vesting; Termination. The Restricted Period with respect to Restricted
Stock and Restricted Stock Units shall lapse in such manner and on such date or dates or upon such event or events as determined by the
Committee including, without limitation, those set forth in Section 5(a); provided, however, that notwithstanding any such dates or events,
the Committee may, in its sole discretion, accelerate the vesting of any Restricted Stock or the lapsing of any applicable Restricted
Period at any time and for any reason. The terms and conditions with respect to the treatment of Restricted Stock or Restricted Stock
Units, as applicable, in the event of a Participant’s Termination shall be determined by the Committee and reflected in the applicable
Award Agreement. |
| (i) | Issuance of Restricted Stock and Settlement of Restricted Stock Units.
|
| (i) | Upon the expiration of the Restricted Period with respect to any shares
of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect
to such Shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration the Company
shall issue to the Participant or the Participant’s beneficiary, without charge, the stock certificate (or, if applicable, a notice
evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which
the Restricted Period has expired (rounded down to the nearest full share). |
| (ii) | Unless otherwise provided by the Committee in an Award Agreement or otherwise,
upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant
or the Participant’s beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable)
for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash
or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units
or (B) defer the issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond
the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If
a cash payment is made in lieu of issuing shares of Common Stock in respect of such Restricted Stock Units, the amount of such payment
shall be equal to the Fair Market Value per share of the Common Stock as of the date on which the Restricted Period lapsed with respect
to such Restricted Stock Units. |
| (j) | Legends on Restricted Stock. Each certificate, if any, or book entry
representing Restricted Stock awarded under the Plan, if any, shall bear a legend or book entry notation substantially in the form of
the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to
such shares of Common Stock: |
TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE NEMAURA MEDICAL INC. 2023 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK
AWARD AGREEMENT BETWEEN NEMAURA MEDICAL INC. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF NEMAURA MEDICAL INC.
| 10. | Other Equity-Based Awards and Other Cash-Based Awards. The Committee
may grant Other Equity-Based Awards and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards,
in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion determine including,
without limitation, those set forth in Section 5(a). Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award
Agreement and each Other Cash-Based Award granted under the Plan shall be evidenced in such form as the Committee may determine from time
to time. Each Other Equity-Based Award or Other Cash-Based Award, as applicable, so granted shall be subject to such conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement or other form evidencing such Award, including, without limitation,
those set forth in Section 14(c). |
| 11. | Qualified Performance-Based Awards. |
| (a) | Award. Restricted Stock and Restricted Stock Units granted to officers
and Employees of the Company Group (within the meaning of Code Section 424) may be granted with the intent that the award satisfy the
Performance-Based Exception (any such award intended to satisfy the Performance-Based Exception, a “Qualified Performance-Based
Award”). The grant, vesting, or payment of Qualified Performance-Based Awards may depend on the degree of achievement of one or
more performance goals relative to a pre-established targeted level or levels using one or more of the Performance Targets set forth in
Section 2(oo) (on an absolute or relative (including, without limitation, relative to the performance of one or more other companies or
upon comparisons of any of the indicators of performance relative to one or more other companies) basis, any of which may also be expressed
as a growth or decline measure relative to an amount or performance for a prior date or period) for the Company on a consolidated basis
or for one or more of the Company’s subsidiaries, segments, divisions, or business or operational units, or any combination of the
foregoing. |
| (b) | Measurement Period. The Performance Period applicable to any
Qualified Performance-Based Award may not be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based
Exception, the performance measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals
(“targets”) must be established and approved by the Committee during the first ninety (90) days of the applicable Performance
Period (and, in the case of Performance Periods of less than one year, in no event after 25% or more of the Performance Period has elapsed)
and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. |
| (c) | Performance Target Specification. The terms of a Qualified Performance-Based
Award may specify the manner, if any, in which Performance Targets (or the applicable measure of performance) shall be adjusted: to mitigate
the unbudgeted impact of Material, unusual or nonrecurring gains and losses; to exclude restructuring and/or other nonrecurring charges;
to exclude the effects of financing activities; to exclude exchange rate effects; to exclude the effects of changes to accounting principles;
to exclude the effects of any statutory adjustments to corporate tax rates; to exclude the effects of any items of an unusual nature or
of infrequency of occurrence; to exclude the effects of acquisitions or joint ventures; to exclude the effects of discontinued operations;
to assume that any business divested achieved performance objectives at targeted levels during the balance of a Performance Period following
such divestiture or to exclude the effects of any divestiture; to exclude the effect of any change in corporate capitalization, such as
a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution
of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in
Code Section 368) or any partial or complete liquidation of the Company; to exclude the effects of stock-based compensation; to exclude
the award of bonuses; to exclude amortization of acquired intangible assets; to exclude the goodwill and intangible asset impairment charges;
to exclude the effect of any other unusual, non-recurring gain or loss, non-operating item or other extraordinary item; to exclude the
costs associated with any of the foregoing or any potential transaction that if consummated would constitute any of the foregoing; or
to exclude other items specified by the Committee at the time of establishing the targets. |
| (d) | Reservation of Discretion to Custom Tailor. The Committee will have
the discretion to determine the restrictions or other limitations of the individual Qualified Performance-Based Awards including the authority
to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Committee preserves such authority at the time
of grant by language to this effect in its authorizing resolutions or otherwise. |
| (e) | Certification of Attainment. Before any Qualified Performance-Based
Award is paid and to the extent applicable to satisfy the Performance-Based Exception, no payment under such Award shall be made prior
to the time that the Committee certifies in writing that the performance measure has been achieved. For this purpose, a resolution adopted
at the Committee meeting at which the certification is made shall be treated as a written certification. No such certification is required,
however, in the case of an Award that is based solely on an increase in the value of a Share from the date such Award was made. |
| (f) | Duration of Authorization to Grant. As required pursuant to Section
162(m) of the Code and the regulations promulgated thereunder, the Committee’s authority to grant new Qualified Performance-Based
Awards shall terminate upon the first meeting of the Company’s shareholders that occurs in the fifth year following the year in
which the Effective Date occurs, subject to any subsequent extension that may be approved by the Company’s shareholders. |
| (g) | Non-Exclusivity. Options and SARs granted to any such officer
or Employee of the Company or any subsidiary corporation (within the meaning of Code Section 424) may also be intended to satisfy the
Performance-Based Exception, but any such Option or SAR need not satisfy the other requirements set forth above as to Qualified Performance-Based
Awards. Awards not satisfying Section 162(m) of the Code are not subject to the requirements of this Section 11. Nothing in the Plan requires
the Committee to qualify any Award or compensation as “performance-based compensation” under Section 162(m) of the Code. |
| 12. | Changes in Capital Structure and Similar Events. Notwithstanding
any other provision in this Plan to the contrary, the following provisions shall apply to all Awards granted hereunder unless otherwise
specifically set forth in a particular Award Agreement with respect to an Award (other than Other Cash-Based Awards): |
| (a) | General. In the event of (i) any dividend (other than regular cash
dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange
of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities
of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including a Change in Control),
or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements,
that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be
granted to, or available for, Participants (any event in (i) or (ii), an “Adjustment Event”), the Committee shall, in respect
of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A)
the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder;
(B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property)
which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan; and (C) the terms
of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or
number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise
Price or Strike Price with respect to any Award; or (III) any applicable performance measures; provided, that in the case of any “equity
restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any
successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect
such equity restructuring. Any adjustment under this Section 11 shall be conclusive and binding for all purposes. |
| (b) | Adjustment Events. Without limiting the foregoing, except as may
otherwise be provided in an Award Agreement, in connection with any Adjustment Event, the Committee may, in its sole discretion, provide
for any one or more of the following: |
| (i) | substitution or assumption of Awards (or awards of an acquiring company),
acceleration of the exercisability of, lapse of restrictions on, or termination of Awards, or a period of time (which shall not be required
to be more than ten days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not
so exercised shall terminate upon the occurrence of such event); and |
| (ii) | subject to any limitations or reductions as may be necessary to comply with
Section 409A of the Code, cancellation of any one or more outstanding Awards and payment to the holders of such Awards that are vested
as of such cancellation (including, without limitation, any Awards that would vest as a result of the occurrence of such event but for
such cancellation or for which vesting is accelerated by the Committee in connection with such event) the value of such Awards, if any,
as determined by the Committee (which value, if applicable, may be based upon the price per share of Common Stock received or to be received
by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash
payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of
Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood
that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value
of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor), or, in the case
of Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards that are not vested as of such cancellation, a cash payment
or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted
Stock Units, or Other Equity-Based Awards prior to cancellation, or the underlying shares in respect thereof. |
Payments to holders pursuant to clause
(ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a
Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive
upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of
shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price).
| (c) | Other Requirements. Prior to any payment or adjustment contemplated
under this Section 11, the Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s
Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing
purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock,
subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer
documentation as reasonably determined by the Committee. |
| (d) | Fractional Shares. Any adjustment provided under this Section 11
may provide for the elimination of any fractional share that might otherwise become subject to an Award. |
| (e) | Binding Effect. Any adjustment, substitution, determination of value
or other action taken by the Committee under this Section 11 shall be conclusive and binding for all purposes. |
| 13. | Amendments and Termination. |
| (a) | Amendment and Termination of the Plan. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension,
discontinuation, or termination shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory
requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities
exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted); (ii) it would materially increase
the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or Section 11), or (iii) it would
materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension,
discontinuance, or termination that would materially and adversely affect an Award holder’s rights with respect to a previously
granted and outstanding Award shall not to that extent be effective without the consent of the affected holder of such Award. Notwithstanding
the foregoing, no amendment shall be made to the last proviso of Section 13(b) without stockholder approval. |
| (b) | Amendment of Award Agreements. The Committee may, to the extent consistent
with the terms of the Plan and any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel, or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including
after a Participant’s Termination); provided, that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension,
discontinuance, cancellation, or termination that would materially and adversely affect an Award holder’s rights with respect to
a previously granted and outstanding Award shall not to that extent be effective without the consent of the affected holder of such Award;
provided, further, that without stockholder approval, except as otherwise permitted under Section 11, (i) no amendment or modification
may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or
SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment
that is greater than the intrinsic value (if any) of the canceled Option or SAR; and (iii) the Committee may not take any other action
which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or quoted. |
| (a) | Award Agreements. Each Award (other than an Other Cash-Based Award)
under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant to whom such Award was granted and
shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such
Award of the death, Disability, or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes
of the Plan, an Award Agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation,
a Board or Committee resolution, an employment agreement, a notice, a certificate, or a letter) evidencing the Award. The Committee need
not require an Award Agreement to be signed by the Participant or a duly authorized representative of the Company. |
| (i) | Each Award shall be exercisable only by such Participant to whom such Award
was granted during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian
or representative. No Award may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by a Participant
(unless such transfer is specifically required pursuant to a domestic relations order or by applicable law) other than by will or by the
laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall
be void and unenforceable against any member of the Company Group; provided, that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance. |
| (ii) | Notwithstanding the foregoing, the Committee may, in its sole discretion,
permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as
the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any Person who is
a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any
successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and the Participant’s Immediate Family Members; (C) a partnership
or limited liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family Members;
or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes
(each transferee described in clauses (A), (B), (C), and (D) above is hereinafter referred to as a “Permitted Transferee”);
provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer
and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan. |
| (iii) | The terms of any Award transferred in accordance with clause (ii) above
shall apply to the Permitted Transferee and any reference in the Plan or in any applicable Award Agreement to a Participant shall be deemed
to refer to the Permitted Transferee, except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other than by
will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless
there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to
the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement
is necessary or appropriate; (C) neither the Committee nor the Company shall be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D)
the consequences of a Participant’s Termination under the terms of the Plan and the applicable Award Agreement shall continue to
be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement. |
| (c) | Dividends and Dividend Equivalents. |
| (i) | The Committee may, in its sole discretion, provide a Participant as part
of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other
securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee
in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company
subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided, that
no dividends or dividend equivalents shall be payable in respect of outstanding (A) Options or SARs or (B) unearned Awards subject to
performance vesting conditions (other than or in addition to the passage of time) (although dividends and dividend equivalents may be
accumulated in respect of unearned Awards and paid within 30 days after such Awards are earned and become payable or distributable). |
| (ii) | Without limiting the foregoing, unless otherwise provided in the Award Agreement,
any dividend otherwise payable in respect of any share of Restricted Stock that remains subject to vesting conditions at the time of payment
of such dividend shall be retained by the Company, remain subject to the same vesting conditions as the share of Restricted Stock to which
the dividend relates and shall be delivered (without interest) to the Participant within 30 days following the date on which such restrictions
on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted
Stock to which such dividends relate). |
| (iii) | To the extent provided in an Award Agreement, the holder of outstanding
Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends
on shares of Common Stock) either in cash or, in the sole discretion of the Committee, in shares of Common Stock having a Fair Market
Value equal to the amount of such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash
dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and
interest thereon, if applicable) shall be payable within 30 days of the date that the underlying Restricted Stock Units are settled following
the date on which the Restricted Period lapses with respect to such Restricted Stock Units, and if such Restricted Stock Units are forfeited,
the Participant shall have no right to such dividend equivalent payments (or interest thereon, if applicable). |
| (i) | A Participant shall be required to pay to the Company or one or more of
its Subsidiaries, as applicable, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment,
and/or other applicable taxes that are statutorily required to be withheld in respect of an Award. Alternatively, the Company or any of
its Subsidiaries may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation
or other cash amounts owing to a Participant. |
| (ii) | Without limiting the foregoing, the Committee may (but is not obligated
to), in its sole discretion, permit or require a Participant to satisfy all or any portion of the minimum income, employment, and/or other
applicable taxes that are statutorily required to be withheld with respect to an Award by: (A) the delivery of shares of Common Stock
(which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six
months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable
accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion
thereof); or (B) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise
be retained by, the Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, a number of shares of Common
Stock with an aggregate Fair Market Value equal to an amount, subject to clause (iii) below, not in excess of such minimum statutorily
required withholding liability (or portion thereof). |
| (iii) | The Committee, subject to its having considered the applicable accounting
impact of any such determination, has full discretion to allow Participants to satisfy, pursuant to an Award Agreement or otherwise, in
whole or in part, any additional income, employment, and/or other applicable taxes payable by them with respect to an Award by electing
to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained
by, a Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, shares of Common Stock having an aggregate
Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no
event be in excess of the maximum statutory withholding amount(s) in a Participant’s relevant tax jurisdictions). |
| (e) | Data Protection. By participating in the Plan or accepting any rights
granted under it, each Participant consents to the collection and processing of personal data relating to the Participant so that the
Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage
the Plan. This data will include, but may not be limited to, data about participation in the Plan and shares offered or received, purchased,
or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Awards were granted)
about the Participant and the Participant’s participation in the Plan. |
| (f) | No Claim to Awards; No Rights to Continued Employment or Service; Waiver.
No Contractor, Director or Employee, or other Person, shall have any claim or right to be granted an Award under the Plan or, having been
selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment
of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and
interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants,
whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Service Recipient or any other member of the Company Group, nor
shall it be construed as giving any Participant any rights to continued service on the Board. The Service Recipient or any other member
of the Company Group may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan,
a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance
entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent
of any provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member
of the Company Group and the Participant, whether any such agreement is executed before, on, or after the Date of Grant. |
| (g) | International Participants. With respect to Participants who reside
or work outside of the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan and create or
amend Sub-Plans or amend outstanding Awards with respect to such Participants in order to conform such terms with the requirements of
local law or to obtain more favorable tax or other treatment for a Participant or any member of the Company Group. |
| (h) | Termination. Except as otherwise provided in an Award Agreement,
unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service
due to illness, vacation, or leave of absence (including, without limitation, a call to active duty for military service through a Reserve
or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service
Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination, but such Participant continues
to provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination for purposes
of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be a member of the
Company Group (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service
is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall
be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. |
| (i) | No Rights as a Stockholder. Except as otherwise specifically provided
in the Plan or any Award Agreement, no Person shall be entitled to the privileges of ownership in respect of Shares which are subject
to Awards hereunder until such Shares have been issued or delivered to such Person. |
| (j) | Government and Other Regulations. |
| (i) | The obligation of the Company to settle Awards in shares of Common Stock
or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies
as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to
offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares
have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company
has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be
offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares
to be offered or sold under the Plan. The Committee shall have the authority to provide that all Shares or other securities of any member
of the Company Group issued under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations, and other requirements
of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on which the securities of the
Company are listed or quoted, and any other applicable Federal, state, local, or non-U.S. laws, rules, regulations, and other requirements,
and, without limiting the generality of Section 9, the Committee may cause a legend or legends to be put on certificates representing
Shares or other securities of any member of the Company Group issued under the Plan to make appropriate reference to such restrictions
or may cause such Common Stock or other securities of any member of the Company Group issued under the Plan in book-entry form to be held
subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan
to the contrary, the Committee reserves the right to add, at any time, any additional terms or provisions to any Award granted under the
Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with Applicable Requirements
of any governmental entity to whose jurisdiction the Award is subject. |
| (ii) | The Committee may cancel an Award or any portion thereof if it determines,
in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s
acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s
acquisition of Common Stock from the Company, and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable,
or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall,
subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the Participant an amount
equal to the excess of (I) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined
as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (II) the aggregate
Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares
of Common Stock (in the case of any other Award), with such amount being delivered to the Participant as soon as practicable following
the cancellation of such Award or portion thereof or (B) in the case of Restricted Stock, Restricted Stock Units, or Other Equity-Based
Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions
applicable to such Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, or the underlying shares in respect thereof. |
| (k) | No Section 83(b) Elections Without Consent of Company. No election
under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable
Award Agreement or by action of the Committee (or its designee in accordance with Section 4(c)) in writing prior to the making of such
election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted
to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten days
of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification
required pursuant to Section 83(b) of the Code or other applicable provision. |
| (l) | Payments to Persons Other Than Participants. If the Committee shall
find that any Person to whom any amount is payable under the Plan is unable to care for the Participant’s affairs because of illness
or accident, or is a minor, or has died, then any payment due to such Person or the Participant’s estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to the Participant’s
spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be
a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability
of the Committee and the Company therefor. |
| (m) | Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting
of equity-based awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. |
| (n) | No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary relationship between any member of the Company Group, on
the one hand, and a Participant or other Person, on the other hand. No provision of the Plan or any Award shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions
are made or otherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records,
or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled
to payment of additional compensation by performance of services, they shall have the same rights as other service providers under general
law. |
| (o) | Reliance on Reports. Each member of the Committee and each member
of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or
failed to act in good faith, in reliance upon any report made by the independent public accountant of any member of the Company Group
and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than
himself or herself. |
| (p) | Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of
the Company except as otherwise specifically provided in such other plan or as required by applicable law. |
| (q) | Governing Law. The Plan shall be governed by and construed in accordance
with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada, without giving
effect to the conflict of laws’ provisions thereof. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS
OR OBLIGATIONS HEREUNDER. |
| (r) | Severability. If any provision of the Plan or any Award or Award
Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, Person, or
Award and the remainder of the Plan and any such Award shall remain in full force and effect. |
| (s) | Obligations Binding on Successors. The obligations of the Company
under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation, or other reorganization
of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. |
| (t) | Section 409A of the Code. |
| (i) | Notwithstanding any provision of the Plan to the contrary, it is intended
that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection
with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member
of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any
or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section
409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation
from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that
may be made in respect of any Award granted under the Plan is designated as a separate payment. |
| (ii) | Notwithstanding anything in the Plan to the contrary, if a Participant is
a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that
are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s
“separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that
is six months after the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s
death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted
under Section 409A of the Code that is also a business day. |
| (iii) | Unless otherwise provided by the Committee in an Award Agreement or otherwise,
in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation”
subject to Section 409A of the Code) are accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted
unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a
corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code
or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability”
pursuant to Section 409A of the Code. |
| (u) | Clawback/Repayment. All Awards shall be subject to reduction, cancellation,
forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board
or the Committee and as in effect from time to time; and (ii) applicable law. Further, unless otherwise determined by the Committee, to
the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under
the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or
other administrative error), the Participant shall be required to repay any such excess amount to the Company. |
| (v) | Detrimental Activity. Notwithstanding anything to the contrary contained
herein, but subject to any amendment to or modification of the effectiveness of this Section 14(v) which may be agreed to by the Committee
in writing with respect to a Participant, whether in an employment agreement or otherwise, if a Participant has engaged in any intentional
Detrimental Activity, as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following: |
| (i) | cancellation of any or all of such Participant’s outstanding Awards;
or |
| (ii) | forfeiture by the Participant of any gain realized on the vesting or exercise
of Awards, and repayment of any such gain promptly to the Company. |
| (w) | Right of Offset. The Company will have the right to offset against
its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement any outstanding amounts
(including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or
amounts repayable to the Company pursuant to tax equalization, housing, automobile, or other employee programs) that the Participant then
owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy
or agreement. Notwithstanding the foregoing, if an Award is “deferred compensation” subject to Section 409A of the Code, the
Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the
Plan or any Award Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code
in respect of an outstanding Award. |
| (x) | Expenses; Titles and Headings; References. The expenses of administering
the Plan shall be borne by the Company Group. The titles and headings of the sections in the Plan are for convenience of reference only,
and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References herein the particular
Section shall be deemed a reference to such Section of this Plan. |
***
Exhibit A
Form of Option Award Agreement
Nemaura
Medical Inc.
Option
Award Agreement
This grant of an Award to purchase Shares
(“Grant”) is made as of [_______________] (the “Effective Date”) by Nemaura Medical Inc., a Nevada corporation
(the “Company”), under the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”), to [__________________]
(the “Participant”). Under applicable provisions of the Internal Revenue Code of 1986,
as amended, the Option is treated as [an incentive option][a non-qualified option].
By signing this
cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein and in the
Plan.
Participant Name: _____________________________
Signature: ____________________________
NEMAURA MEDICAL
INC.
By: _________________________
Name: _________________________
Title: _________________________
This is not a stock
certificate or a negotiable instrument. This grant of Option is a
voluntary, revocable
grant from the Company and Participant hereby acknowledges that the
Company has no obligation
to make additional grants in the future.
UPON RECEIPT OF YOUR SIGNED
AGREEMENT, A BOOKKEEPING ENTRY
WILL BE ENTERED INTO THE
COMPANY’S BOOKS AND RECORDS
TO EVIDENCE THE OPTIONS
GRANTED TO YOU.
***
| 1. | Grant. As of the Effective Date, the Company granted to the Participant
an option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of
[________________] shares of the Company’s Common Stock, par value $0.0001 per share, (the “Option Shares”), at the
purchase price of $[____________] per share (the “Option Price”). The Participant shall have the cumulative right to exercise
the Option, and the Option is only exercisable, with respect to the following number of Option Shares on or after the following dates:
|
Date |
Number of Shares Vested and Which May be Acquired |
|
|
|
|
The Committee may, in its sole discretion,
accelerate the date on which the Participant may purchase Option Shares.
| 2. | Term. The Option granted hereunder shall expire in all events at
5:00 p.m., Eastern time on [______________], unless sooner terminated as provided in in this Section 2. |
| (a) | Voluntary Termination or Dismissal for Cause. Except as otherwise
provided herein or in any separate provisions applicable to this Option, the Option shall immediately terminate upon termination of the
Participant’s employment with the Company and its Affiliates (as defined below) if (i) Participant voluntarily terminates his or
her employment with the Company and its Affiliates or (ii) the Participant is dismissed from employment with the Company and the Committee
(as defined below) finds, after full consideration of the facts presented on behalf of both the Company and the Participant, that the
Participant was dismissed for Cause (as defined below). In addition to the immediate termination of the Option, if the Participant is
found by the Committee to have been dismissed for Cause, the Participant shall automatically forfeit all Option Shares for which the Company
has not yet delivered the share certificates upon refund by the Company of the Option Price for such Option Shares. |
| (b) | Dismissal Without Cause. The Option shall terminate two (2) weeks
after the Participant’s employment with the Company and its Affiliates is terminated by reason of dismissal without Cause. During
such two-week period the Participant may purchase any remaining Option Shares which could have been purchased on the date Participant’s
employment terminated, but may not purchase any Option Shares which would otherwise first become purchasable during such two-week period.
|
| (c) | Disability or Death. As to any Participant who is an Employee, except
as otherwise provided herein or in any separate provisions applicable to this Option, the Option shall terminate one (1) year after the
Participant’s employment with the Company and/or its Affiliates is terminated by reason of the Participant’s Disability or
by death. During such one year period the Participant (or, as applicable, the Participant’s heirs or legal representative) may purchase
any remaining Option Shares which could have been purchased on the date Participant’s employment terminated, but may not purchase
any Option Shares which would otherwise become purchasable during such one year period. |
| (d) | Change in Accounting Treatment. If the Committee finds that a change
in the financial accounting treatment for options granted under the Plan adversely affects the Company or, in the determination of the
Committee, may adversely affect the Company in the foreseeable future, the Committee may, in its discretion, set an accelerated termination
date for the Option. In such event, the Committee may take whatever other action, including acceleration of any exercise provisions, it
deems necessary. |
| (e) | Change in Control. In the event of a Change in Control (as defined
in the Plan) the Option shall become immediately exercisable in full. In addition, in such event the Committee may accelerate the termination
date of the Option to a date no earlier than thirty (30) days after notice of such acceleration is given to the Participant. Upon the
giving of any such acceleration notice, the Option shall become immediately exercisable in full. |
| (f) | Definitions. For purposes of this Option the term “Cause”
has the meaning set forth in the Plan, unless an alternate definition of such term is included in any written employment or service agreement
between Participant and the Company (in which case such alternate definition shall control). |
| 3. | Blackout Periods. The Committee reserves the right to suspend or
limit the Participant’s rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements
and any Company’s insider trading policy, any applicable Law, or at any other times that it deems appropriate. |
| 4. | General Rules. To the extent otherwise exercisable, this Option may
be exercised in whole or in part except that (a) any partial exercise of this Option must be for a round lot of 100 Option Shares or a
whole number multiple thereof and (b) this Option may in no event be exercised (i) with respect to fractional shares or (ii) after the
expiration of the Option term for any reason under Section 2 hereof. |
| 5. | Transfers. Except as otherwise provided herein or in any separate
provisions applicable to this Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and
distribution in the event of the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives
of the Participant. Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred pursuant to the terms of a “qualified
domestic relations order,” within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, as amended. Any attempt at assignment, transfer, pledge or disposition of the Option
contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and
without effect. Any exercise of the Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right
of such person to exercise the Option. |
| 6. | Method of Exercise and Payment. |
| (a) | Method of Exercise. When exercisable under the terms herein, the
Option may be exercised by written notice, pursuant Section 10, to the Committee specifying the number of Option Shares to be purchased
and, unless the Option Shares are covered by a then-current registration statement or a Notification under Regulation A under the Securities
Act of 1933 (the “Act”) and current registrations under Applicable Requirements, containing the Participant’s acknowledgement,
in form and substance satisfactory to the Company, that the Participant (a) is purchasing such Option Shares for investment and not for
distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Option Shares have not been
registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions
on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would
make available to the Participant any exemption from such registration, and (c) has been advised and understands that such Option Shares
may not be transferred without compliance with Applicable Requirements. The notice shall be accompanied by payment of the aggregate Option
Price of the Option Shares being purchased. Such exercise shall be effective upon the actual receipt by the Committee of such written
notice and payment. For these purposes, the Participant shall be deemed to have made the payment required for exercise of the Option at
such time as it is determined that satisfactory arrangements have been made to ensure payment of all amounts as are required to be paid
by Participant in connection with the exercise of the Option. |
| (b) | Medium of Payment. An Participant may pay for Option Shares, and
the amount of any tax withholding required under Section 6(c) below, (i) in cash, (ii) by certified check payable to the order of the
Company, (iii) by means of arranging through a broker designated by the Company to have the broker remit sufficient proceeds from the
sale of such Shares, (iv) by means of a net issuance (as described below), (v) by a combination of the foregoing, or (vi) by such other
method as the Committee may determine to be appropriate from time to time. Furthermore, subject to the restrictions described below, payment
of the Option Price of the Option Shares being purchased may be made all or in part in Shares held by the Participant for more than one
year. If payment is made in whole or in part in shares of the Common Stock, then the Participant shall (1) deliver to the Company certificates
registered in the name of such Participant representing Shares legally and beneficially owned by such Participant, free of all liens,
claims and encumbrances of every kind and having a fair market value on the date of delivery of such notice that is not greater than the
product of the Option Price and the number of Option Shares with respect to which such Option is to be exercised, accompanied by stock
powers duly endorsed in blank by the record holder of the shares represented by such certificates or (2) attest to his ownership of shares
of Common Stock having a fair market value on the date of exercise at least equal to the options being exercised. Notwithstanding the
foregoing, the Board of Directors, in its sole discretion, may refuse to accept shares of Common Stock in payment of the Option Price.
In that event, any certificates representing Shares which were delivered to the Company shall be returned to the Participant with notice
of the refusal of the Board of Directors to accept such Shares in payment of the Option Price. The Board of Directors may impose such
limitations and prohibitions on the use of Shares to exercise an Option as it deems appropriate. The Participant may arrange for exercise
of an Option and payment of the Option Price by means of a net issuance of Shares as described below, provided, however, that exercise
by means of a net issuance shall be permitted only as follows: (x) if the Participant is an officer (as defined for purposes of Section
16 of the Securities Exchange Act of 1934, as amended) at the time of exercise, then a net issuance must be approved in advance by the
Committee, and (y) if the Participant is not an officer (as defined for purposes of Section 16 of the Securities Exchange Act of 1934,
as amended) at the time of exercise, then a net issuance must be approved in advance by the Committee or, if and to the extent the Committee
so determines, the Company’s General Counsel or other officer of the Company. If a net issuance of shares is so approved and the
Participant chooses to exercise in that manner, the exercise of the Option shall be treated as follows: Upon notice of exercise, the Participant
shall be deemed, as of the date of exercise, to have received all of the Shares subject to the Option (or such portion of such Shares
as corresponds to the portion of the Option being exercised), and shall simultaneously be deemed to have delivered back to the Company
that number of such Shares as have a fair market value (determined as of the date of exercise) equal to the Option Price required to be
paid on exercise of the Option (or portion being exercised) and any additional amounts required to be paid by the Participant in connection
with the exercise of the Option. |
| (c) | Withholding. In addition to payment of the Option Price for the Option
Shares being purchased, as a condition to the issuance of Option Shares and the delivery of any certificate for such Option Shares, the
Participant shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or local tax withholding
requirements arising in connection with the exercise of the Option. If the Company for any reason does not require the Participant to
make a payment sufficient to satisfy such withholding requirements, any tax withholding payments made by the Company or any Affiliate
to any federal, state or local tax authority with respect to the exercise of the Option shall constitute a personal obligation of the
Participant to the Company, payable upon demand or, at the option of the Company, by deduction from future compensation payable to the
Participant. In addition, at the request of the Participant, with consent of the committee (which may be unreasonably withheld), or to
the extent it is determined by the Committee to be necessary or appropriate in connection with any applicable federal, state or local
tax withholding obligations, the Company may withhold a portion of the Option Shares that would otherwise be issuable to the Participant
on the exercise of the Option. In such event, the portion of the withholding obligation thus satisfied shall be equal to the fair market
value of the Option Shares so withheld determined as of the date the Option is exercised. |
| 7. | Adjustments on Changes in Common Stock. In the event that, prior
to the delivery by the Company of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease
in the number of issued shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in such Shares, effected without receipt of consideration
by the Company, the remaining number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a
manner determined by the Committee so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial
equivalent of the remaining number of Option Shares still subject to the Option and the Option Price thereof prior to such change. For
purposes of this Section 7 no adjustment shall be made as a result of the issuance of Common Stock upon the conversion of other securities
of the Company which are convertible into Shares. |
| 8. | Legal Requirements. If the listing, registration or qualification
of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory
body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue
or deliver the certificates representing the Option Shares as to which the Option has been exercised unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its
counsel, the Company may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been
acquired for investment and have not been registered. |
| 9. | Administration. The Option has been granted pursuant to, and is subject
to the terms and provisions of, the Plan. All questions of interpretation and application of the Plan and the Option shall be determined
by the Committee, and such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock
option (as such term is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon.
|
| 10. | Notices. Any notice to be given to the Company shall be addressed
to the Committee at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant
at the address then appearing on the personnel or other records of the Company or the applicable member of the Company Group with which
Participant is a Service Provider as a Contractor, Director or Employee, or at such other address as either party hereafter may designate
in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as
aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid. |
| 11. | Reservation of Right to Terminate. Nothing herein contained shall
affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Contractor, Employee or
Director at any time for any reason whatsoever. |
| 12. | Choice of Law; Jurisdiction. This Grant shall be governed by and
construed and interpreted in accordance with the substantive laws of the State of Nevada, without giving effect to any conflicts of law
rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEVADA, OR, SOLELY IF SUCH COURT DOES NOT
HAVE JURISDICTION, IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEVADA PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
***
Exhibit B
Form of Stock Appreciation Right Award Agreement
Nemaura Medical
Inc.
Stock Appreciation
Rights Award Agreement
Number of SARs |
Grant Date |
Vesting Schedule |
|
|
|
|
|
|
Strike Price: $_______________
per share of Common Stock
Nemaura Medical Inc.,
a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”)
Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation Rights Award Agreement and
the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”).
By signing this
cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement and the
Plan.
Participant: _____________________________
Signature: ____________________________
NEMAURA MEDICAL
INC.
By: _________________________
Name: _________________________
Title: _________________________
This is not a stock
certificate or a negotiable instrument. This grant of SAR is a
voluntary, revocable
grant from the Company and Participant hereby acknowledges that the
Company has no obligation
to make additional grants in the future.
UPON RECEIPT OF YOUR SIGNED
AGREEMENT, A BOOKKEEPING ENTRY
WILL BE ENTERED INTO THE
COMPANY’S BOOKS AND RECORDS
TO EVIDENCE THE SAR GRANTED
TO YOU.
Nemaura Medical Inc.
STOCK APPRECIATION
RIGHTS AWARD AGREEMENT
| 1. | SAR/Nontransferability. This Stock Appreciation Rights Award Agreement
(this “Agreement”) evidences the grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation
Right as set forth therein (the “SAR”) under the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”).
These SARs represent the right to receive, upon vesting thereof, an amount in cash equal to the excess of (A) the Fair Market Value
of one share of Common Stock on the date of exercise over (B) the Strike Price as set forth on the cover page hereof. This SAR will
NOT be credited with dividends to the extent dividends are paid on the Common Stock of the Company. Your SAR may not be transferred, assigned,
pledged or hypothecated, whether by operation of law or otherwise, nor may the SAR be made subject to execution, attachment or similar
process. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. |
| 2. | The Plan. The SAR is issued in accordance with and is subject to
and conditioned upon all of the terms and conditions of this Agreement and the Plan as amended from time to time; provided, however, that
no future amendment or termination of the Plan shall, without your consent, alter or impair any of your rights or obligations under the
Plan, all of which are incorporated by reference in this Agreement as if fully set forth herein. |
| 3. | Cash Value Determination upon Vesting and Time of Payment. Subject
to the terms and conditions set forth in this Agreement, the SARs covered by this grant shall vest on the vesting date set forth on the
cover page of this Agreement, provided the Participant is a Contractor, Director or Employee of the Company on the Date of Vesting. The
payment of the value of the SARs shall be made no later than ten (10) days thereafter. The payment of amounts with respect to the
SARs is subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan as established
from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions relating to
(i) rights and obligations with respect to withholding taxes, (ii) capital or other changes of the Company and (iii) other
requirements of applicable law. |
| 4. | Termination. Your right to the SARs under this Agreement, to the
extent the restrictions have not lapsed, shall terminate immediately upon your termination as a Contractor, Director or Employee of the
Company or another member of the Company Group if (i) Participant voluntarily terminates his, her or its status as a Contractor, Director
or Employee of the Company or another member of the Company Group or (ii) the Participant is dismissed from his, her or its status as
a Contractor, Director or Employee of the Company or another member of the Company Group and the Committee (as defined below) finds, after
full consideration of the facts presented on behalf of both the Company and the Participant, that the Participant was dismissed for Cause
(as defined below). The term “Cause” has the meaning set forth in the Plan, unless an alternate definition of such term is
included in any written employment or service agreement between Participant and the Company (in which case such alternate definition shall
control). |
| 5. | Accelerated Vesting. Your right to the SARs under this Agreement
shall immediately vest as to 100% of the total number of shares covered by this grant (i) upon your termination of the Participant’s
employment with the Company and its Affiliates as an Employee or Director on account of your death or permanent and Disability; (ii) upon
the occurrence of a Change in Control (in the case of either subparts (i) or (ii), above, as set forth in the Plan); or (iii) upon the
occurrence of a Change in Control (as defined in the Plan). |
| 6. | Additional Forfeiture. The Committee may cancel, suspend, withhold
or otherwise limit or restrict your right to any of the payments under this Agreement at any time if you (i) are not in compliance
with all applicable provisions of this Agreement or the Plan or (ii) engage in any activity inimical, contrary or harmful to the
interests of the Company, including, but not limited to: (A) conduct related to your service or employment for which either criminal
or civil penalties against you may be sought (B) violation of any policies of the Company, including, without limitation, insider
trading or anti-harassment policies or (C) participating in a hostile takeover attempt against the Company. |
| 7. | Reservation of Right to Terminate. Neither the grant of any SARs,
nor any other action taken with respect to the SARs, shall confer upon the Participant any right to continue as a Contractor, Director
or Employee nor shall interfere in any way with the right of the Company or any member of the Company Group to terminate Participant in
its applicable capacity as a Contractor, Employee or Director at any time except as may be expressly limited by another written agreement. |
| 8. | No Stockholder Rights. SARs are not Shares. Neither the Participant,
nor any Person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the
rights and privileges of a holder of Shares. |
| 9. | Severability. Should a court of competent jurisdiction deem any of
the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement
be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the
same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their
full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity
for consultation with your own independent counsel. |
| 10. | Choice of Law; Jurisdiction. This Agreement shall be governed by
and construed and interpreted in accordance with the substantive laws of the State of Nevada, without giving effect to any conflicts of
law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEVADA, OR, SOLELY IF SUCH COURT DOES NOT
HAVE JURISDICTION, IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEVADA PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
| 11. | Income Taxes. You agree to comply with the appropriate procedures
established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required
by law to be paid or withheld in connection with the SARs. |
***
Exhibit C
Form of Restricted Stock Award Agreement
Nemaura Medical
Inc.
Restricted
Stock Award Agreement
Number of Shares |
Grant Date |
Vesting Schedule |
|
|
|
|
|
|
Nemaura Medical Inc.,
a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”)
shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted Stock Award Agreement and the
Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”).
By signing this
cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and the Plan.
Participant: _____________________________
Signature: ____________________________
NEMAURA MEDICAL
INC.
By: _________________________
Name: _________________________
Title: _________________________
This is not a stock
certificate or a negotiable instrument. This grant of Shares is a
voluntary, revocable
grant from the Company and Participant hereby acknowledges that the
Company has no obligation
to make additional grants in the future.
UPON RECEIPT OF YOUR SIGNED
AGREEMENT, A BOOKKEEPING ENTRY
WILL BE ENTERED INTO THE
COMPANY’S BOOKS AND RECORDS
TO EVIDENCE THE SHARES
GRANTED TO YOU.
Nemaura Medical Inc.
RESTRICTED STOCK
AWARD AGREEMENT
| 1. | Award. This Restricted Stock Award Agreement (this “Agreement”)
evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the shares of Restricted Stock as set
forth therein (the “Shares”) under the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”). Any capitalized,
but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. |
| 2. | Non-Transferability of the Shares. Your Shares may not be transferred,
assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment
or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests
(and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be
voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer,
alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
Your rights to your Shares are no greater than that of other general, unsecured creditors of the Company. |
| (a) | Vesting Generally. Subject to the terms and conditions set forth
in this Agreement, the Shares covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided
the Participant is a Contractor, Director or Employee of the Company or a member of the Company Group on the Date of Vesting. |
| (b) | Retirement. If, at a time when the Participant who is an Employee
could not have been terminated for Cause, the Participant voluntarily terminates his or her employment with the Company and its Affiliates
on or after the attainment of either (i) age 58 and following the completion of at least ten years of service to the Company or any of
its Affiliates or (ii) age 62 following the completion of at least five years of service to the Company or any of its Affiliates (“Retirement”),
then the Shares shall continue to vest pursuant to the vesting schedule set forth herein as though the Participant had not voluntarily
terminated employment. |
| (c) | Death or Disability. If, at a time when the Participant who is an
Employee could not have been terminated for Cause (as defined below), the Participant terminates his or her status as an Employee due
to Participant’s death or Disability, then all unvested Shares shall immediately vest. |
| (d) | Change in Control. In the event that the Participant’s status
as an Employee following a Change in Control then all unvested Shares shall immediately vest. |
| (e) | Other Termination. If the Participant’s employment terminates
for any reason not described above, then any Shares (and all deferred dividends paid or credited thereon) that have not vested as of the
date of such termination shall automatically be forfeited and returned to the Company. |
- Dividends. Participant shall not be entitled
to any cash, securities or property that would have been paid or distributed as dividends with respect to the Shares subject to this Agreement
prior to the date the Shares are delivered to Participant; provided, however, that the Company shall keep a hypothetical account in which
any such items shall be recorded, and shall pay to Participant the amount of such dividends (in cash or in kind as determined by the Company)
on the same date that the Shares to which such payments or distributions relate are required to be delivered under this Agreement.
- Delivery of Shares.
| (a) | Full Vesting. Shares that vest (together with any payment due pursuant
to the terms herein in respect of such Shares) shall be delivered to Participant (or the person to whom ownership rights may have passed
by will or the laws of descent and distribution), on or as soon as administratively practicable after, the first to occur of the following,
in all cases subject to Section 5(c): |
| (i) | For Shares that have vested pursuant to Section 3(a) and Section 3(b), [date]. |
| (ii) | For Shares that have vested pursuant to Section 3(c), the date of Participant’s
termination of employment due to death or Disability. |
| (iii) | For Shares that have vested pursuant to Section 3(d) the date of termination
of Participant’s employment. |
| (b) | Partial Vesting. If Shares have vested pursuant to Section 3(a) and
Participant’s employment with the Company or any of its Affiliates terminates for any reason (other than those set forth in Section
3(b), Section 3(c) or Section 3(d) and other than for Cause) before the date set forth in Section 5(a)(i), then, subject to Section 5(c),
Shares that have vested on or before the date on which the Participant’s employment terminates (together with any payment due pursuant
to Section 4 in respect of such Shares) shall be delivered to Participant on or as soon as administratively practicable after, 30 days
following Participant’s last day of employment with the Company. Any Shares that have not vested on or before the date on which
such Participant’s employment terminates shall be forfeited on such date, and no Shares shall be delivered nor payment made in respect
of such Shares. |
| (c) | Certain Limitations. Notwithstanding the foregoing provisions of
this Section 5, delivery of Shares by reason of Participant’s termination of employment shall be delayed until the six (6) month
anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i),
and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made
by the Committee consistent with the definition of “separation from service” (as that phrase is used for purposes of Code
Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)). |
| (d) | The Company shall, without payment from Participant (or the person to whom
ownership rights may have passed by will or the laws of descent and distribution) for the Shares, other than any required withholding
taxes, as provided for in Section below, (i) deliver to Participant (or such other person) a certificate for the Shares being delivered
or (ii) deliver electronically to an account designated by Participant (or such other person) the Shares being delivered, in either case
without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, consistent
with the terms of the Plan. The Company may condition delivery of the Shares upon the prior receipt from Participant (or such other person)
of any undertakings which it may determine are required to assure that the Shares being delivered are being issued in compliance with
federal and state securities laws. The right to any fractional Shares shall be satisfied in cash, measured by the product of the fractional
amount times the fair market value of a Share on the date the Share would otherwise have been delivered, as determined by the Committee. |
- Termination for Cause. All of the Shares
and Participant’s rights to receive Shares, whether or not vested, and any payment hereunder shall be forfeited if Participant is
terminated from employment and the Committee (or, with respect to any Participant who is not an “officer” as defined for purposes
of Section 16 of the Exchange Act, its designee) determines that the Participant was dismissed for Cause. The term “Cause”
has the meaning set forth in the Plan, unless an alternate definition of such term is included in any written employment or service agreement
between Participant and the Company (in which case such alternate definition shall control); (as defined below).
- Rights of Participant. Participant shall
have none of the rights of a shareholder at any time prior to the delivery of the Shares subject to this Agreement, except as expressly
set forth in the Plan or herein.
- Withholding Taxes. Participant shall
be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the Shares
are delivered. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company
in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected
to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value,
based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal
to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash. Participant authorizes the Company
to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal,
state or local law in connection with this Agreement.
- Notices. Any notice to the Company under
this Agreement shall be made in care of the Committee to the office of the General Counsel, at the Company’s main offices. Any notice
to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel records of the Company
or the Affiliate of the Company by which he or she is employed, or at such other address as either party hereafter may designate in writing
to the other. The Company may provide any notice hereunder through electronic means, including through the Company’s equity plan
administrator.
- Legal Requirements. If the listing, registration
or qualification of Shares deliverable in respect of an Shares upon any securities exchange or under any federal or state law, or the
consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares,
the Company shall not be obligated to issue or deliver such Shares unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company
may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and
have not been registered. The Committee may from time to time impose any other conditions on the Shares it deems necessary or advisable
to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.
- Grant of Shares Not to Affect Service.
The grant of the Shares shall not confer upon Participant any right to continue as an employee of the Company or to serve in any other
capacity for the Company or any Affiliate.
- Acceleration. The Committee shall have
the authority to accelerate vesting in its own discretion in amounts and under circumstances where the Committee deems it equitable to
do so and on conditions reasonably imposed by the Committee.
- Severability. Should a court of competent
jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this
Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the
extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be
overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this
Agreement after having an opportunity for consultation with your own independent counsel.
- Choice of Law; Jurisdiction. This Agreement
shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Nevada, without giving effect
to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEVADA, OR, SOLELY
IF SUCH COURT DOES NOT HAVE JURISDICTION, IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEVADA PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
***
Exhibit D
Form of Restricted Unit Award Agreement
Nemaura Medical
Inc.
Restricted
Unit Award Agreement
Number of Restricted Stock Units |
Grant Date |
Vesting Schedule/Performance Period/Performance Vesting Requirements |
|
|
|
|
|
|
Nemaura Medical Inc.,
a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”)
the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant to the terms of the attached Restricted
Unit Award Agreement and the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the “Plan”).
By signing this
cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and the Plan.
Participant: _____________________________
Signature: ____________________________
NEMAURA MEDICAL
INC.
By: _________________________
Name: _________________________
Title: _________________________
This is not a stock
certificate or a negotiable instrument. This grant of RSUs is a
voluntary, revocable
grant from the Company and Participant hereby acknowledges that the
Company has no obligation
to make additional grants in the future.
UPON RECEIPT OF YOUR SIGNED
AGREEMENT, A BOOKKEEPING ENTRY
WILL BE ENTERED INTO THE
COMPANY’S BOOKS AND RECORDS
TO EVIDENCE THE RSUs GRANTED
TO YOU.
Nemaura Medical Inc.
RESTRICTED UNIT
AWARD AGREEMENT
| 1. | Award. This Restricted Unit Award Agreement (this “Agreement”)
evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the Restricted Stock Units as set forth
therein (the “Restricted Stock Units” or “RSUs”) under the Nemaura Medical Inc. 2023 Omnibus Incentive Plan (the
“Plan”). As used herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of
measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of the Plan and this
Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the
Participant if such Restricted Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not be treated as property
or as a trust fund of any kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the
Plan. |
| 2. | Non-Transferability of the RSUs. Your RSUs may not be transferred,
assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment
or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests
(and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be
voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer,
alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
Your rights to your RSUs are no greater than that of other general, unsecured creditors of the Company. |
| (a) | Vesting Generally. Subject to the terms and conditions set forth
in this Agreement, the RSUs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement and subject
to the satisfaction or attainment of the performance criteria set forth therein, if any, provided the Participant is employed by the Company
on the date of vesting. |
| (b) | Retirement. If, at a time when the Participant could not have been
terminated for Cause, the Participant voluntarily terminates his or her employment with the Company and its Affiliates on or after the
attainment of either (i) age 58 and following the completion of at least ten years of service to the Company or any of its Affiliates
or (ii) age 62 following the completion of at least five years of service to the Company or any of its Affiliates (“Retirement”),
then the RSUs shall continue to vest pursuant to the vesting schedule set forth herein as though the Participant had not voluntarily terminated
employment. |
| (c) | Death or Disability. If, at a time when the Participant could not
have been terminated for Cause (as defined below), the Participant terminates his or her employment with the Company and its Affiliates
due to Participant’s death or Disability, then all unvested RSUs shall immediately vest. |
| (d) | Change in Control. In the event that the Participant’s employment
with the Company and its Affiliates is terminated following a Change in Control then all unvested RSUs shall immediately vest. |
| (e) | Other Termination. If the Participant’s employment terminates
for any reason not described above, then any RSUs (and all deferred dividends paid or credited thereon) that have not vested as of the
date of such termination shall automatically be forfeited and returned to the Company. |
- Dividends. Participant shall not be entitled
to any cash, securities or property that would have been paid or distributed as dividends with respect to the RSUs subject to this Agreement
prior to the date the RSUs are delivered to Participant; provided, however, that the Company shall keep a hypothetical account in which
any such items shall be recorded, and shall pay to Participant the amount of such dividends (in cash or in kind as determined by the Company)
on the same date that the RSUs to which such payments or distributions relate are required to be delivered under this Agreement.
- Timing and Manner of Payment on RSUs.
| (a) | On or as soon as administratively practical following the vesting event
pursuant to this Agreement (and in all events not later than two and one-half (2 ½) months after such vesting event), the Company
shall deliver to the Participant a number of Shares (either by delivering one or more certificates for such Shares or by entering such
Shares in book entry form, as determined by the Company in its discretion) equal to the number of Shares subject to the RSU that vest
on the Vesting Date, less any withholding or expenses as set forth herein, or may settle the RSU in cash via payment of the Fair Market
Value of such Shares, as determined by the Committee. The Company’s obligation to deliver Shares or otherwise make payment with
respect to vested RSUs is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any
Shares or payment with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required
pursuant to the Plan. The Participant shall have no further rights with respect to any RSUs that are paid or that terminate pursuant to
this Agreement or the Plan. |
| (b) | Partial Vesting. If RSUs have vested pursuant to Section 3(a) and
Participant’s employment with the Company or any of its Affiliates terminates for any reason (other than those set forth in Section
3(b), Section 3(c) or Section 3(d) and other than for Cause) before the date set forth in Section 5(a)(i), then, subject to Section 5(c),
RSUs that have vested on or before the date on which the Participant’s employment terminates (together with any payment due pursuant
to Section 4 in respect of such RSUs) shall be settled to Participant on or as soon as administratively practicable after, 30 days following
Participant’s last day of employment with the Company. Any RSUs that have not vested on or before the date on which such Participant’s
employment terminates shall be forfeited on such date, and no Shares shall be delivered nor payment made in respect of such RSUs. |
| (c) | Certain Limitations. Notwithstanding the foregoing provisions of
this Section 5, delivery of Shares or other payment with respect to RSUs by reason of Participant’s termination of employment shall
be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to
comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment
with the Company shall be made by the Committee consistent with the definition of “separation from service” (as that phrase
is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)). |
| (d) | The Company shall, without payment from Participant (or the person to whom
ownership rights may have passed by will or the laws of descent and distribution) for the Shares or other payment for the RSUs, other
than any required withholding taxes, as provided for herein, (i) deliver to Participant (or such other person) a certificate for any Shares
being delivered or (ii) deliver electronically to an account designated by Participant (or such other person) the payment being made or
the Shares being delivered, in either case without any legend or restrictions, except for such restrictions as may be imposed by the Committee,
in its sole judgment, consistent with the terms of the Plan. The Company may condition delivery of Shares or payment for the RSUs upon
the prior receipt from Participant (or such other person) of any undertakings which it may determine are required to assure that any Shares
being delivered or payment for the RSUs being made is being completed in compliance with federal and state securities laws. If settled
via the issuance of Shares, the right to any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount
times the fair market value of a Share on the date the Share would otherwise have been delivered, as determined by the Committee. |
- Termination for Cause. All of the RSUs
and Participant’s rights to receive Shares or any payment related thereto, whether or not vested, and any payment hereunder shall
be forfeited if Participant is terminated from employment and the Committee (or, with respect to any Participant who is not an “officer”
as defined for purposes of Section 16 of the Exchange Act, its designee) determines that the Participant was dismissed for Cause. The
term “Cause” has the meaning set forth in the Plan, unless an alternate definition of such term is included in any written
employment or service agreement between Participant and the Company (in which case such alternate definition shall control); (as defined
below).
- Rights of Participant. Participant shall
have none of the rights of a shareholder at any time prior to the delivery of any Shares pursuant to the RSUs subject to this Agreement,
except as expressly set forth in the Plan or herein.
- Withholding Taxes. Participant shall
be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the RSUs are
settled. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash
prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish
to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on
the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount
of such applicable withholding taxes, in lieu of paying such amount to the Company in cash, or an amount in cash if the RSU is settled
in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her
any taxes required to be withheld for federal, state or local law in connection with this Agreement.
9. | | Notices. Any notice to the Company under this Agreement shall be made in care of the Committee
to the office of the General Counsel, at the Company’s main offices. Any notice to be given to the Participant shall be addressed
to the Participant at the address then appearing on the personnel records of the Company or the Affiliate of the Company by which he
or she is employed, or at such other address as either party hereafter may designate in writing to the other. The Company may provide
any notice hereunder through electronic means, including through the Company’s equity plan administrator. |
10. | | Legal Requirements. If the listing, registration or qualification of Shares deliverable in
respect of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent or approval of any governmental regulatory
body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or
deliver such Shares unless and until such Applicable Requirements shall have been effected or obtained. If registration is considered
unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to
the fact that they have been acquired for investment and have not been registered. The Committee may from time to time impose any other
conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities
Act of 1933, as amended. |
11. | | Grant of RSUs Not to Affect Service. The grant of the RSUs shall not confer upon Participant
any right to continue as an employee of the Company or to serve in any other capacity for the Company or any Affiliate. |
12. | | Severability. Should a court of competent jurisdiction deem any of the provisions in this
Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without
further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and
enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and
effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation
with your own independent counsel. |
13. | | Choice of Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted
in accordance with the substantive laws of the State of Nevada, without giving effect to any conflicts of law rule or principle that
might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON
THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURT OF THE STATE OF NEVADA, OR, SOLELY IF SUCH COURT DOES NOT HAVE JURISDICTION, IN
THE STATE AND FEDERAL COURTS OF THE STATE OF NEVADA PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH
SUIT, ACTION OR PROCEEDING. |
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