As
filed with the Securities and Exchange Commission on December 29, 2023
Registration
No. 333-_______
United
States
SECURITIES
AND EXCHANGE cOMMISSION
Washington,
D.C. 20549
fOrm
S-8
registration
statement
under
the securities act of 1933
SHF
HOLDINGS, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
86-2409612 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado |
|
80401 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
SHF
Holdings, Inc. Amended and Restated 2022 Equity Incentive Plan
(Full
title of the plan)
Sundie
Seefried
Chief
Executive Officer
SHF
Holdings, Inc.
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Name
and address of agent for service)
(303)
431-3435
(Telephone
number, including area code, of agent for service)
Copies
requested to:
Patrick
Pazderka, Esq.
Fox
Rothschild LLP
City
Center
33
South Sixth Street, Suite 3600
Minneapolis,
Minnesota 55402-3601
(612)
607-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
Emerging
growth company ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement is being filed by SHF Holdings, Inc. (Registrant or Company) in accordance with the requirements of Form S-8 under
the Securities Act in order to register 5,037,147 shares of common stock of the Registrant, issuable pursuant to the Amended and Restated
2022 Equity Incentive Plan (2022 Plan) adopted at the Registrant’s annual meeting of stockholders held on June 28, 2022 and amended
and restated on October 4, 2022.
PART
I
Information
Required In The SECTION 10(a)
PROSPECTUS
Item
1. Plan Information.
The
document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2022 Plan in accordance
with Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not being filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act, but constitute, along with the documents incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
The
Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person,
a copy of any and all of the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof,
other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents that are incorporated),
and the other documents required to be delivered to eligible participants in the 2022 Plan pursuant to Rule 428(b) under the Securities
Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to:
SHF
Holdings, Inc.
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
Attention:
Chief Executive Officer
Tel:
(303) 431-3435
PART
II
Information
Required In The Registration Statement
Item
3. Incorporation of Documents by Reference.
The
Company hereby incorporates by reference into this Registration Statement the following documents which have been previously filed with
the SEC:
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● |
Company’s
Annual Report on Form 10-K for the year December 31, 2022, filed on April 14, 2023; |
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|
|
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● |
Company’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 filed with the SEC on
May 15, 2023, August 14, 2023, and November 14, 2023 respectively; |
| |
|
|
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● |
Company’s
Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying
such reports that are related to such items) filed on January 26, 2023, February 7, 2023, March 14, 2023, March 17, 2023, March 30, 2023, April 6, 2023, April 21, 2023, May 19, 2023, July 21, 2023, August 22, 2023, September 19, 2023, October 27, 2023, and December 13, 2023; |
| |
|
|
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● |
Company’s
Definitive Proxy Statement on Schedule 14A, filed on April 28, 2023 for the Company’s 2023 Annual Meeting of Stockholders held on May 18, 2023; and |
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|
|
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● |
the
description of the Company’s common stock contained in the Company’s Current Reports on Form 8-K, filed on October 4, 2022, including any amendment or reports filed for the purpose of updating such description. |
In
addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (Exchange Act) on or after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold
or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference
and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents
or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed
incorporated by reference into this Registration Statement.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Delaware
General Corporation Law
Section
145(a) of the General Corporation Law of the State of Delaware (DGCL) provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section
145(b) of the DGCL states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which
the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware
Court of Chancery or such other court shall deem proper.
Section
145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection therewith.
Section
145(d) of the DGCL states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the
time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum,
(3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders.
Section
145(f) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections
of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such office.
Section
145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or
not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145.
Section
145(j) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director
or an officer, except for liability for any breach of the director’s or officer’s duty of loyalty to the corporation or its
stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful
payments of dividends or unlawful stock purchases or redemptions in the case of a director, for any transaction from which the director
or officer derived an improper personal benefit or in the case of an officer any action by or in the right of the corporation. No such
provision shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such
provision becomes effective.
Certificate
of Incorporation
The
Company has adopted provisions in its Second Amended and Restated Certificate of Incorporation that limit director and officer liability
to the maximum extent permitted under the DGCL.
Bylaws
The
Company’s Bylaws provide for the indemnification of directors and officers to the fullest extent permitted by applicable law.
Indemnification
Agreements
The
Company has entered into agreements with its directors and executive officers that require the Company to indemnify them against certain
liabilities that may arise by reason of their status or service as directors or executive officers to the fullest extent not prohibited
by DGCL.
SHF
Holdings, Inc. Amended and Restated 2022 Equity Incentive Plan
Section
4(e) of the 2022 Plan provides that subject to the limitations under the Company’s Second Amended and Restated Certificate of Incorporation,
bylaws, and the DGCL, each individual who is a member of the Board, member or delegate of the Committee, or any employee of agent of
the Company 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 person in connection with or resulting from any claim, action, suit or proceeding
to which he or she may be a party to or in which he or she may be involved by reason of any action taken or failure to act under the
2022 Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid
by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, 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 and control over such defense with counsel of the Company’s choice.
Insurance
Policies
The
Company purchased an insurance policy that purports to insure our directors and officers against certain liabilities incurred by them
in the discharge of their functions as directors and officers.
The
foregoing description of Section 145 of the DGCL, the Second Amended and Restated Certificate of Incorporation, Bylaws and 2022 Plan
is only a summary and is qualified in its entirety by the full text of each of the foregoing.
The
Company understands that it is the position of the SEC that insofar as the foregoing provisions may be invoked to disclaim liability
for damages arising under the Securities Act, that such provisions are against public policy as expressed in the Securities Act and are
therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed with or incorporated by reference into this Registration Statement:
Item
9. Undertakings.
(a)
The Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by final adjudication
of such issue.
Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on December 29, 2023.
| |
SHF
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Sundie Seefried |
| |
|
Sundie
Seefried |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sundie Seefried and Jim Dennedy,
and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and
all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any
registration statement or post-effective amendment thereto to be filed with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Name
and Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Sundie Seefried |
|
Chief
Executive Officer
|
|
December 29, 2023 |
| Sundie
Seefried |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Jim Dennedy |
|
Chief
Financial Officer
|
|
December 29, 2023 |
| Jim
Dennedy |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/
Richard Carleton |
|
Director |
|
December 29, 2023 |
| Richard
Carleton |
|
|
|
|
| |
|
|
|
|
| /s/
John Darwin |
|
Director |
|
December 29, 2023 |
| John
Darwin |
|
|
|
|
| |
|
|
|
|
| /s/
Doug Fagan |
|
Director |
|
December 29, 2023 |
| Doug
Fagan |
|
|
|
|
| |
|
|
|
|
| /s/
Karl Racine |
|
Director |
|
December 29, 2023 |
| Karl
Racine |
|
|
|
|
| |
|
|
|
|
/s/
Jennifer Meyers |
|
Director |
|
December 29, 2023 |
| Jennifer
Meyers |
|
|
|
|
| |
|
|
|
|
/s/
Fred Niehaus |
|
Director |
|
December 29, 2023 |
| Fred
Niehaus |
|
|
|
|
| |
|
|
|
|
/s/
Jonathan Summers |
|
Director |
|
December 29, 2023 |
| Jonathan
Summers |
|
|
|
|
Exhibit
5.1
[Fox
Rothschild LLP Letterhead]
December
29, 2023
SHF
Holdings, Inc.
1526
Cole Blvd., Suite 250
Golden,
Colorado
| Re: |
SHF
Holdings, Inc. |
| |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to SHF Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s
registration of an aggregate of 5,037,147 shares (collectively, the “Shares”) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), issuable under the SHF Holdings, Inc. Amended and Restated 2022 Equity Incentive
Plan (the “Plan”) pursuant to a registration statement on Form S-8 (the “Registration Statement”) under the Securities
Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “SEC”)
on December 29, 2023.
In
connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction,
of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have
not sought to independently verify such matters.
In
rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the legal capacity
of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents
submitted to us as certified or photocopies; the authenticity of the originals of such latter documents, including electronic signatures
made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); that any
such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s
handwritten signature; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity
of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein
from the effective date of any such certificate; and other than for the Company, the due authorization, execution and delivery of all
documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
Our
opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware (including the statutory provisions,
all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and is based on these
laws as in effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject
matter hereof. We are not rendering any opinion as to compliance with any federal or other state law, rule or regulation relating to
securities, or to the sale or issuance thereof.
On
the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares
registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance
of the Shares and payment therefor in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to update or supplement this opinion
or to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
| |
Very
truly yours, |
| |
|
| |
/s/
Fox Rothschild LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
SHF Holdings, Inc.:
We consent to the incorporation by reference in this
Registration Statement of SHF Holdings, Inc. on Form S-8 of our report dated April 14, 2023, which includes an explanatory paragraph as
to the company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements of SHF
Holdings, Inc. as of December 31, 2022 and for the year then ended, which report is included in the Annual Report on Form 10-K of SHF
Holdings, Inc. for the year ended December 31, 2022.
Hartford, Connecticut
December 29, 2023
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
SHF Holdings, Inc.:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 15, 2022, with respect to the consolidated financial statements of SHF Holdings,
Inc. included in its Annual Report on Form 10-K as of and for the year ended December 31, 2021, as filed with the Securities and Exchange
Commission.
Franklin, Tennessee
December 29, 2023
Exhibit
99.1
SHF
Holdings, Inc.
AMENDED
AND RESTATED
2022
EQUITY INCENTIVE PLAN
1.
ESTABLISHMENT, EFFECTIVE DATE AND TERM
SHF
Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (“Safe Harbor”) has previously established
the Northern Lights Acquisition Corp. 2022 Equity Incentive Plan (the “Plan”), effective June 28, 2022. Safe Harbor
hereby amends and restates “Plan”). The effective date of this amendment shall be the date that this amendment and restatement
is approved by the Board. Unless earlier terminated pursuant to Section 15(l) hereof, the Plan shall terminate on the tenth anniversary
of the Effective Date. Capitalized terms used herein are defined in Annex A attached hereto.
2.
PURPOSE
The
purpose of the Plan is to enable the Company to attract, retain, reward and motivate Eligible Individuals by providing them with an opportunity
to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success
of the Company, so as to strengthen the mutuality of the interests between the Eligible Individuals and the shareholders of the Company.
3.
ELIGIBILITY
Awards
may be granted under the Plan to any Eligible Individual, as determined by the Committee from time to time, on the basis of their importance
to the business of the Company pursuant to the terms of the Plan.
4.
ADMINISTRATION
(a)
Committee. The Plan shall be administered by the Compensation Committee of the Board. The Board (or those members
of the Board who are “independent directors” under the corporate governance requirements of the Listing Market) may, in its
discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force
and effect under the Plan as if done or exercised by the Committee. The Committee shall have full and final authority, subject to and
consistent with the provisions of the Plan, to select Eligible Individuals to become Participants, grant Awards, determine the type,
number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical
for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements
and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the
Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under
the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past
practices, or treat any Eligible Individual or Participant in a manner consistent with the treatment of any other Eligible Individual.
The Committee cannot grant reload or other automatic Awards made upon exercise of Options or Stock Appreciation Rights under the Plan.
(b)
Delegation to Officers or Employees. The Committee may designate officers or employees of the Company to assist
the Committee in the administration of the Plan. The Committee may delegate authority to officers or employees of the Company to grant
Awards and execute Award Agreements or other documents on behalf of the Committee in connection with the administration of the Plan,
subject to whatever limitations or restrictions the Committee may impose in accordance with applicable law and to the extent that such
delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16
of the Exchange Act in respect of the Company and will not result in a related-person transaction with an executive officer required
to be disclosed under Item 404(a) of Regulation S-K (in accordance with Instruction 5.a.ii thereunder) under the Exchange Act.
(c)
Designation of Advisors. The Committee may designate professional advisors to assist the Committee in the administration
of the Plan. The Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of
the Plan and may rely upon any advice and any computation received from any such counsel, consultant, or agent. The Company shall pay
all expenses and costs incurred by the Committee for the engagement of any such counsel, consultant, or agent.
(d)
Participants Outside the U.S. In order to conform with the provisions of local laws and regulations in foreign countries
in which the Company operates, the Committee shall have the sole discretion to (i) modify the terms and conditions of the Awards granted
under the Plan to Eligible Individuals located outside the United States; (ii) establish subplans with such modifications as may be necessary
or advisable under the circumstances present by local laws and regulations; and (iii) take any action which it deems advisable to comply
with or otherwise reflect any necessary governmental regulatory procedures, or to obtain any exemptions or approvals necessary with respect
to the Plan or any subplan established hereunder.
(e)
Liability and Indemnification. No Covered Individual shall be liable for any action or determination made in good
faith with respect to the Plan, any Award granted hereunder or any Award Agreement entered into hereunder. The Company shall, to the
maximum extent permitted by applicable law and the Articles of Incorporation and Bylaws of the Company, indemnify and hold harmless each
Covered Individual against any cost or expense (including reasonable attorney fees reasonably acceptable to the Company) or liability
(including any amount paid in settlement of a claim with the approval of the Company), and amounts advanced to such Covered Individual
necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in
connection with the Plan, any Award granted hereunder or any Award Agreement entered into hereunder. Such indemnification shall be in
addition to any rights of indemnification such individuals may have under applicable law or under the Articles of Incorporation or Bylaws
of the Company. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by a
Covered Individual with regard to Awards granted to such Covered Individual under the Plan or arising out of such Covered Individual’s
own fraud or bad faith.
5.
SHARES OF COMMON STOCK SUBJECT TO PLAN
(a)
Shares Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall
be treasury shares or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan shall be 4,037,147 Shares; provided however, total number of Common Shares that may be issued,
under the Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2022, by a number
of shares of Common Stock equal to five percent (5%) of the total outstanding shares of Common Stock on the last day of the prior calendar
year (subject to a maximum annual increase of 1,000,000 Common Shares. Notwithstanding the automatic annual increase set forth above,
the Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year
or that the increase in the share reserve for such year will be a lesser number of Common Shares than would otherwise occur pursuant
to the stipulated percentage.
(b)
Limitations on Incentive Stock Option. With respect to the shares of Common Stock reserved pursuant to this Section,
all 4,037,147 shares of Common Stock may be issued as grants of Incentive Stock Options.
(c)
Cancelled, Forfeited, or Surrendered Awards. If any Award that may be settled in Common Stock is cancelled, forfeited,
terminated or settled in cash for any reason, the shares of Common Stock that were subject to such Award shall, to the extent cancelled,
forfeited, terminated or settled in cash, immediately become available for future Awards granted under the Plan as if said Award had
never been granted; provided, however, that any shares of Common Stock subject to an Award which are tendered, cancelled, forfeited,
withheld or terminated in order to pay the Exercise Price, purchase price or any taxes or tax withholdings on an Award shall not be available
for future Awards granted under the Plan. Shares of Common Stock that have been repurchased by the Company using the proceeds from Stock
Option exercise shall not be available for future Awards granted under the Plan.
(d)
Recapitalization. If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, reorganization,
stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock
of the Company or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after
the Effective Date, an appropriate and proportionate adjustment shall be made by the Committee to (i) the aggregate number and kind of
shares of Common Stock available under the Plan (including, but not limited to, the aggregate limits of the number of shares of Common
Stock described in Sections 5(c)(i) and (ii), (ii) the limits on the number of shares of Common Stock that may be granted to an Eligible
Employee in any one fiscal year, (iii) the calculation of the reduction of shares of Common Stock available under the Plan, (iv) the
number and kind of shares of Common Stock issuable upon exercise (or vesting) of outstanding Awards granted under the Plan; (v) the Exercise
Price of outstanding Options granted under the Plan, and/or (vi) the number of shares of Common Stock subject to Awards granted to Non-Employee
Directors under Section 10. No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment
under this Section 5(d), and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to
the nearest whole share or unit. In furtherance of the foregoing, a Participant shall have a legal right to an adjustment to an outstanding
Award that constitutes a “share-based payment arrangement” in the event of an “equity restructuring,” as such
terms are defined under FASB ASC Topic 718, which adjustment shall preserve without enlarging the value of the Award to the Participant.
Any adjustments made under this Section 5(d) with respect to any Incentive Stock Options must be made in accordance with Code Section
424.
(e)
Non-Employee Director Limitations. The maximum number of Common Shares that may be granted under the Plan during any single fiscal
year to any Participant who is a non-employee director, when taken together with any cash fees paid to such non-employee director during
such year in respect of his or her service as a non-employee director (including service as a member or chair of any committee of the
Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such
Awards for financial reporting purposes); provided that the non-employee directors who are considered independent (under the rules of
The NASDAQ Stock Market or other securities exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive
chair of the Board, if any, in which case the non-employee Director receiving such additional compensation may not participate in the
decision to award such compensation.
6.
OPTIONS
(a)
Grant of Options. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible Individuals as the Committee
may determine, Options to purchase such number of shares of Common Stock and on such terms and conditions as the Committee shall determine
in its sole and absolute discretion. Each grant of an Option shall satisfy the requirements set forth in this Section.
(b)
Type of Options. Each Option granted under the Plan may be designated by the Committee, in its sole discretion,
as either (i) an Incentive Stock Option, or (ii) a Non-Qualified Stock Option. Options designated as Incentive Stock Options that fail
to continue to meet the requirements of Code Section 422 shall be re-designated as Non-Qualified Stock Options automatically on the date
of such failure to continue to meet such requirements without further action by the Committee. In the absence of any designation, Options
granted under the Plan will be deemed to be Non-Qualified Stock Options.
(c)
Exercise Price. Subject to the limitations set forth in the Plan relating to Incentive Stock Options, the Exercise
Price of an Option shall be fixed by the Committee and stated in the respective Award Agreement, provided that the Exercise Price of
the shares of Common Stock subject to such Option may not be less than Fair Market Value of such Common Stock on the Grant Date, or if
greater, the par value of the Common Stock.
(d)
Limitation on Option Period. Subject to the limitations set forth in the Plan relating to Incentive Stock Options,
Options granted under the Plan and all rights to purchase Common Stock thereunder shall terminate no later than the tenth anniversary
of the Grant Date of such Options, or on such earlier date as may be stated in the Award Agreement relating to such Option. In the case
of Options expiring prior to the tenth anniversary of the Grant Date, the Committee may in its discretion, at any time prior to the expiration
or termination of said Options, extend the term of any such Options for such additional period as it may determine, but in no event beyond
the tenth anniversary of the Grant Date thereof.
(e)
Limitations on Incentive Stock Options. Notwithstanding any other provisions of the Plan, the following provisions
shall apply with respect to Incentive Stock Options granted pursuant to the Plan.
(i)
Limitation on Grants. Incentive Stock Options may only be granted to Section 424 Employees. The aggregate Fair Market
Value (determined at the time such Incentive Stock Option is granted) of the shares of Common Stock for which any individual may have
Incentive Stock Options which first become vested and exercisable in any calendar year (under all incentive stock option plans of the
Company) shall not exceed $100,000. Options granted to such individual in excess of the $100,000 limitation, and any Options issued subsequently
which first become vested and exercisable in the same calendar year, shall automatically be treated as Non-Qualified Stock Options.
(ii)
Minimum Exercise Price. In no event may the Exercise Price of a share of Common Stock subject to an Incentive Stock
Option be less than 100% of the Fair Market Value of such share of Common Stock on the Grant Date.
(iii)
Ten Percent Shareholder. Notwithstanding any other provision of the Plan to the contrary, in the case of Incentive
Stock Options granted to a Section 424 Employee who, at the time the Option is granted, owns (after application of the rules set forth
in Code Section 424(d)) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company
, such Incentive Stock Options (i) must have an Exercise Price per share of Common Stock that is at least 110% of the Fair Market Value
as of the Grant Date of a share of Common Stock, and (ii) must not be exercisable after the fifth anniversary of the Grant Date.
(f)
Vesting Schedule and Conditions. Subject to Section 10 of the Plan, no Options may be exercised prior to the satisfaction
of the conditions and vesting schedule provided for in the Award Agreement relating thereto.
(g)
Exercise. When the conditions to the exercise of an Option have been satisfied, the Participant may exercise the
Option only in accordance with the following provisions. The Participant shall deliver to the Company a written notice stating that the
Participant is exercising the Option and specifying the number of shares of Common Stock which are to be purchased pursuant to the Option,
and such notice shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised,
by one or more of the methods provided for in the Plan. An attempt to exercise any Option granted hereunder other than as set forth in
the Plan shall be invalid and of no force and effect.
(h)
Payment. Payment of the Exercise Price for the shares of Common Stock purchased pursuant to the exercise
of an Option shall be made by one of the following methods:
(i)
by cash, certified or cashier’s check, bank draft or money order;
(ii)
through the delivery to the Company of shares of Common Stock which have been previously owned by the Participant for the requisite period
necessary to avoid a charge to the Company’s earnings for financial reporting purposes; such shares shall be valued, for purposes
of determining the extent to which the Exercise Price has been paid thereby, at their Fair Market Value on the date of exercise; without
limiting the foregoing, the Committee may require the Participant to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in the Company incurring any liability under Section 16(b) of the Exchange Act; or
(iii)
by any other method which the Committee, in its sole and absolute discretion and to the extent permitted by applicable law, may permit,
including, but not limited to, any of the following: (A) through a “cashless exercise sale and remittance procedure” pursuant
to which the Participant shall concurrently provide irrevocable instructions (1) to a brokerage firm approved by the Committee to effect
the immediate sale of the purchased shares and remit to the Company , out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable federal, state and local income, employment,
excise, foreign and other taxes required to be withheld by the Company by reason of such exercise and (2) to the Company to deliver the
certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (B) by any other method as may
be permitted by the Committee.
(i)
Termination of Employment, Disability or Death. Unless otherwise provided in an Award Agreement, upon the termination
of the employment or other service of a Participant with Company for any reason, all of the Participant’s outstanding Options (whether
vested or unvested) shall be subject to the rules of this paragraph. Upon such termination, the Participant’s unvested Options
shall expire. Notwithstanding anything in this Plan to the contrary, the Committee may provide, in its sole and absolute discretion,
that following the termination of employment or other service of a Participant with the Company for any reason (i) any unvested Options
held by the Participant that vest solely upon a future service requirement shall vest in whole or in part, at any time subsequent to
such termination of employment or other service, and/or (ii) a Participant or the Participant’s estate, devisee or heir at law
(whichever is applicable), may exercise an Option, in whole or in part, at any time subsequent to such termination of employment or other
service and prior to the termination of the Option pursuant to its terms. Unless otherwise determined by the Committee, temporary absence
from employment because of illness, vacation, approved leaves of absence or military service shall not constitute a termination of employment
or other service.
(i)
Termination for Reason Other Than Cause, Disability or Death. If a Participant’s termination of employment
or other service is for any reason other than death, Disability, Cause or a voluntary termination within ninety (90) days after occurrence
of an event which would be grounds for termination of employment or other service by the Company for Cause, any Option held by such Participant,
may be exercised, to the extent exercisable at termination, by the Participant at any time within a period not to exceed ninety (90)
days from the date of such termination, but in no event after the termination of the Option pursuant to its terms.
(ii)
Disability. If a Participant’s termination of employment or other service with the Company is by reason
of a Disability of such Participant, the Participant shall have the right at any time within a period not to exceed one (1) year after
such termination, but in no event after the termination of the Option pursuant to its terms, to exercise, in whole or in part, any vested
portion of the Option held by such Participant at the date of such termination; provided, however, that if the Participant dies within
such period, any vested Option held by such Participant upon death shall be exercisable by the Participant’s estate, devisee or
heir at law (whichever is applicable) for a period not to exceed one (1) year after the Participant’s death, but in no event after
the termination of the Option pursuant to its terms.
(iii)
Death. If a Participant dies while in the employment or other service of the Company, the Participant’s estate
or the devisee named in the Participant’s valid last will and testament or the Participant’s heir at law who inherits the
Option has the right, at any time within a period not to exceed one (1) year after the date of such Participant’s death, but in
no event after the termination of the Option pursuant to its terms, to exercise, in whole or in part, any portion of the vested Option
held by such Participant at the date of such Participant’s death.
(iv)
Termination for Cause. In the event the termination is for Cause or is a voluntary termination within ninety (90)
days after occurrence of an event which would be grounds for termination of employment or other service by the Company for Cause (without
regard to any notice or cure period requirement), any Option held by the Participant at the time of such termination shall be deemed
to have terminated and expired upon the date of such termination.
7.
STOCK APPRECIATION RIGHTS
(a)
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, the Committee may grant to
such Eligible Individuals as the Committee may determine, Stock Appreciation Rights, in such amounts and on such terms and conditions
as the Committee shall determine in its sole and absolute discretion. Each grant of a Stock Appreciation Right shall satisfy the requirements
as set forth in this Section.
(b)
Terms and Conditions of Stock Appreciation Rights. The terms and conditions (including, without limitation, the
limitations on the Exercise Price, exercise period, repricing and termination) of the Stock Appreciation Right shall be substantially
identical (to the extent possible taking into account the differences related to the character of the Stock Appreciation Right) to the
terms and conditions that would have been applicable under Section 6 above were the grant of the Stock Appreciation Rights a grant of
an Option.
(c)
Exercise of Stock Appreciation Rights. Stock Appreciation Rights shall be exercised by a Participant only by written
notice delivered to the General Counsel of the Company, specifying the number of shares of Common Stock with respect to which the Stock
Appreciation Right is being exercised.
(d)
Payment of Stock Appreciation Right. Unless otherwise provided in an Award Agreement, upon exercise of a Stock Appreciation
Right, the Participant or Participant’s estate, devisee or heir at law (whichever is applicable) shall be entitled to receive payment,
in cash, in shares of Common Stock, or in a combination thereof, as determined by the Committee in its sole and absolute discretion.
The amount of such payment shall be determined by multiplying the excess, if any, of the Fair Market Value of a share of Common Stock
on the date of exercise over the Fair Market Value of a share of Common Stock on the Grant Date, by the number of shares of Common Stock
with respect to which the Stock Appreciation Rights are then being exercised. Notwithstanding the foregoing, the Committee may limit
in any manner the amount payable with respect to a Stock Appreciation Right by including such limitation in the Award Agreement.
8.
RESTRICTED STOCK
(a)
Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Restricted Stock, in such amounts and on such terms and conditions as the Committee shall
determine in its sole and absolute discretion. Each grant of Restricted Stock shall satisfy the requirements as set forth in this Section.
(b)
Restrictions. The Committee shall impose such restrictions on any Restricted Stock granted pursuant to the Plan
as it may deem advisable.
(c)
Certificates and Certificate Legend. With respect to a grant of Restricted Stock, the Company may issue a certificate
evidencing such Restricted Stock to the Participant or issue and hold such shares of Restricted Stock for the benefit of the Participant
until the applicable restrictions expire. The Company may legend the certificate representing Restricted Stock to give appropriate notice
of such restrictions. In addition to any such legends, each certificate representing shares of Restricted Stock granted pursuant to the
Plan shall bear the following legend:
“The
sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law,
are subject to certain terms, conditions, and restrictions on transfer as set forth in the Safe Harbor Acquisition Corp. 2022 Equity
Incentive Plan (the “Plan”), and in an Agreement entered into by and between the registered owner of such shares SHF Holdings,
Inc. (the “Company”), dated October 4, 2022 (the “Award Agreement”). A copy of the Plan and the Award
Agreement may be obtained from the Secretary of the Company.”
(d)
Removal of Restrictions. Except as otherwise provided in the Plan, shares of Restricted Stock shall become freely
transferable by the Participant upon the lapse of the applicable restrictions. Once the shares of Restricted Stock are released from
the restrictions, the Participant shall be entitled to have the legend required by paragraph (c) above removed from the share certificate
evidencing such Restricted Stock and the Company shall pay or distribute to the Participant all dividends and distributions held in escrow
by the Company with respect to such Restricted Stock.
(e)
Shareholder Rights. Unless otherwise provided in an Award Agreement, until the expiration of all applicable restrictions,
(i) the Restricted Stock shall be treated as outstanding, and (ii) the Participant holding shares of Restricted Stock may exercise full
voting rights with respect to such shares.
(f)
Termination of Service. Unless otherwise provided in an Award Agreement, if a Participant’s employment or
other service with the Company terminates for any reason, all unvested shares of Restricted Stock held by the Participant and any dividends
or distributions held in escrow by the Company with respect to such Restricted Stock shall be forfeited immediately and returned to the
Company. Notwithstanding anything in this Plan to the contrary, the Committee may provide, in its sole and absolute discretion, that
following the termination of employment or other service of a Participant with the Company for any reason, any unvested shares of Restricted
Stock held by the Participant that vest solely upon a future service requirement shall vest in whole or in part, at any time subsequent
to such termination of employment or other service.
9.
RESTRICTED STOCK UNITS
(a)
Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine. a right to receive Common Stock upon vesting or at the end of a specified deferral
period, with any risks of forfeiture or other restrictions as the Committee, in its sole discretion, may impose.
(b)
Shareholder Rights. Except as otherwise provided in Section 16(d) of the Plan, a Restricted Stock Unit carries no
voting or dividend, or other rights associated with respect to such underlying Commons Stock prior to the issuance of such shares.
(c)
Termination of Service. Unless otherwise provided in an Award Agreement, if a Participant’s employment or
other service with the Company terminates for any reason prior vesting, all unvested Restricted Stock Units held by the Participant shall
be forfeited. Notwithstanding anything in this Plan to the contrary, the Committee may provide, in its sole and absolute discretion,
that following the termination of employment or other service of a Participant with the Company for any reason, any unvested Restricted
Stock Units held by the Participant that vest solely upon a future service requirement shall vest in whole or in part, at any time subsequent
to such termination of employment or other service.
10.
PERFORMANCE AWARDS
(i)
Grant of Performance Awards. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Performance Shares, Performance Share Units and Performance Units, in such amounts and on
such terms and conditions as the Committee shall determine in its sole and absolute discretion. Each grant of a Performance Award shall
satisfy the requirements as set forth in this Section. Performance Shares shall be subject to the provisions set forth in Section 8 of
the Plan and Performance Share Units and Performance Units shall be subject to the provisions set forth in Section 9 of the Plan.
(ii)
Performance Goals. Performance Goals will be based on one or more of the following criteria, as determined by the
Committee in its absolute and sole discretion: (i) the attainment of certain target levels of, or a specified increase in, the Company’s
enterprise value or value creation targets; (ii) the attainment of certain target levels of, or a percentage increase in, the Company’s
after-tax or pre-tax profits including, without limitation, that attributable to the Company’s continuing and/or other operations;
(iii) the attainment of certain target levels of, or a specified increase relating to, the Company’s operational cash flow or working
capital, or a component thereof; (iv) the attainment of certain target levels of, or a specified decrease relating to, the Company’s
operational costs, or a component thereof (v) the attainment of a certain level of reduction of, or other specified objectives with regard
to limiting the level of increase in all or a portion of bank debt or other of the Company’s long-term or short-term public or
private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets
and adjustments as may be established by the Committee; (vi) the attainment of a specified percentage increase in earnings per share
or earnings per share from the Company’s continuing operations; (vii) the attainment of certain target levels of, or a specified
percentage increase in, the Company’s net sales, revenues, net income or earnings before income tax or other exclusions; (viii)
the attainment of certain target levels of, or a specified increase in, the Company’s return on capital employed or return on invested
capital; (ix) the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax return
on shareholder equity; (x) the attainment of certain target levels in the fair market value of the Company’s Common Stock; (xi)
the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; and/or (xii) the attainment of certain
target levels of, or a specified increase in, EBITDA (earnings before income tax, depreciation and amortization). In addition, Performance
Goals may be based upon the attainment by a subsidiary, division or other operational unit of the Company of specified levels of performance
under one or more of the measures described above. Further, the Performance Goals may be based upon the attainment by the Company (or
a subsidiary, division, facility or other operational unit of the Company) of specified levels of performance under one or more of the
foregoing measures relative to the performance of other corporations. The Committee may, in its sole and absolute discretion: (i) designate
additional business criteria upon which the Performance Goals may be based; (ii) modify, amend or adjust the business criteria described
herein; or (iii) incorporate in the Performance Goals provisions regarding changes in accounting methods, corporate transactions (including,
without limitation, dispositions or acquisitions) and similar events or circumstances. Performance Goals may include a threshold level
of performance below which no Performance Award will be earned, levels of performance at which a Performance Award will become partially
earned and a level at which a Performance Award will be fully earned.
(iii)
Terms and Conditions of Performance Awards. The applicable Award Agreement shall set forth the number and type of
Performance Awards; (ii) the Performance Period; and the Performance Goals with respect to each such Performance Award; (iii) the maximum
shares of Common Stock that may be issued pursuant to a Performance Award and (iv) any other terms and conditions as the Committee determines
in its sole and absolute discretion. The Committee shall establish, in its sole and absolute discretion, the Performance Goals for the
applicable Performance Period for each Performance Award granted hereunder. Performance Goals for different Participants and for different
grants of Performance Awards need not be identical. The Committee may, in its discretion, reduce the amount of a settlement otherwise
to be made in connection with Performance Awards, but may not exercise discretion to increase any amount payable in respect of a Performance
Award. A holder of a Performance Award is not entitled to the rights of a holder of Common Stock.
(iv)
Determination and Payment of Performance Awards. As soon as practicable after the end of a Performance Period, the
Committee shall determine the extent to which Performance Awards have been earned on the basis of the Company’s actual performance
in relation to the established Performance Goals as set forth in the applicable Award Agreement and shall certify these results in writing.
As soon as practicable after the Committee has determined that an amount is payable or should be distributed with respect to a Performance
Share Unit or Performance Unit, but in any event no later than 70 days following the end of the applicable Performance Period, the Committee
shall cause the amount of such Performance Share Unit or Performance Unit to be paid or distributed to the Participant or the Participant’s
estate, devisee or heir at law (whichever is applicable). For purposes of making payment or a distribution with respect to a Performance
Cash Unit, the value of a share of Common Stock shall be determined by the Fair Market Value of the Common Stock on the day the Committee
designates the Performance Cash Units to be payable.
(v)
Termination of Employment. Unless otherwise provided in an Award Agreement, if a Participant’s employment
or other service with the Company terminates for any reason, all of the Participant’s outstanding Performance Awards shall be subject
to the rules of this Section 10.
(vi)
Termination for Reason Other Than Death or Disability. If a Participant’s employment or other service with
the Company terminates prior to the expiration of a Performance Period with respect to any Performance Awards held by such Participant
for any reason other than death or Disability, the outstanding Performance Awards held by such Participant for which the Performance
Period has not yet expired shall terminate upon such termination and the Participant shall have no further rights pursuant to such Performance
Awards.
(vii)
Termination of Employment for Death or Disability. If a Participant’s employment or other service with the
Company terminates by reason of the Participant’s death or Disability prior to the end of a Performance Period, the Participant,
or the Participant’s estate, devisee or heir at law (whichever is applicable) shall be entitled to a payment or vesting, as the
case may be, of the Participant’s outstanding Performance Awards at the end of the applicable Performance Period, pursuant to the
terms of the Plan and the Participant’s Award Agreement; provided, however, that the Participant shall be deemed to have earned
only that proportion (to the nearest whole unit or share) of the Performance Awards granted to the Participant under such Performance
Award as the number of full months of the Performance Period which have elapsed since the first day of the Performance Period for which
the Performance Award was granted to the end of the month in which the Participant’s termination of employment or other service,
bears to the total number of months in the Performance Period, subject to the attainment of the Performance Goals associated with the
Award as certified by the Committee. The right to any remaining Performance Awards shall be canceled and forfeited.
11.
OTHER AWARDS
Awards
of shares of Common Stock, phantom stock, and other awards that are valued in whole or in part by reference to, or otherwise based on,
Common Stock, may also be made, from time to time, to Eligible Individuals as may be selected by the Committee. Such Common Stock may
be issued in satisfaction of awards granted under any other plan sponsored by the Company or compensation payable to an Eligible Individual.
In addition, such awards may be made alone or in addition to or in connection with any other Award granted hereunder. The Committee may
determine the terms and conditions of any such award. Each such award shall be evidenced by an Award Agreement between the Eligible Individual
and the Company which shall specify the number of shares of Common Stock subject to the award, any consideration therefore, any vesting
or performance requirements and such other terms and conditions as the Committee shall determine in its sole and absolute discretion.
With respect to the Awards that may be issued solely pursuant to this Section 11 and not pursuant to any other provision of the Plan,
a maximum number of shares of Common Stock with respect to which such Awards may be issued, shall not exceed five percent (5%) of the
total number of shares of Common Stock that may be issued under the Plan, as described in Section 5(a) of the Plan.
12.
CHANGE IN CONTROL
Unless
otherwise provided in an Award Agreement, upon the occurrence of a Change in Control of the Company, the Committee may in its sole and
absolute discretion, provide on a case by case basis that (i) some or all outstanding Awards may become immediately exercisable or vested,
without regard to any limitation imposed pursuant to this Plan, (ii) that all Awards shall terminate, provided that Participants shall
have the right, immediately prior to the occurrence of such Change in Control and during such reasonable period as the Committee in its
sole discretion shall determine and designate, to exercise any vested Award in whole or in part, (iii) that all Awards shall terminate,
provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to
the vested portion of the Award net of the Exercise Price thereof (if applicable), (iv) provide that, in connection with a liquidation
or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable)
and (v) any combination of the foregoing. In the event that the Committee does not terminate or convert an Award upon a Change in Control
of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding
corporation (or an affiliate thereof).
13.
CHANGE IN STATUS OF PARENT OR SUBSIDIARY
Unless
otherwise provided in an Award Agreement or otherwise determined by the Committee, in the event that an entity or business unit which
was previously a part of the Company is no longer a part of the Company, as determined by the Committee in its sole discretion, the Committee
may, in its sole and absolute discretion: (i) provide on a case by case basis that some or all outstanding Awards held by a Participant
employed by or performing service for such entity or business unit may become immediately exercisable or vested, without regard to any
limitation imposed pursuant to this Plan; (ii) provide on a case by case basis that some or all outstanding Awards held by a Participant
employed by or performing service for such entity or business unit may remain outstanding, may continue to vest, and/or may remain exercisable
for a period not exceeding one (1) year, subject to the terms of the Award Agreement and this Plan; and/or (ii) treat the employment
or other services of a Participant employed by such entity or business unit as terminated if such Participant is not employed by the
Company or any entity that is a part of the Company immediately after such event.
14.
REQUIREMENTS OF LAW
(a)
Violations of Law. The Company shall not be required to sell or issue any shares of Common Stock under any Award
if the sale or issuance of such shares would constitute a violation by the individual exercising the Award, the Participant or the Company
of any provisions of any law or regulation of any governmental authority, including without limitation any provisions of the Sarbanes-Oxley
Act, and any other federal or state securities laws or regulations. Any determination in this connection by the Committee shall be final,
binding, and conclusive. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Award,
the issuance of shares pursuant thereto or the grant of an Award to comply with any law or regulation of any governmental authority.
(b)
Registration. At the time of any exercise or receipt of any Award, the Company may, if it shall determine it necessary
or desirable for any reason, require the Participant (or Participant’s heirs, legatees or legal representative, as the case may
be), as a condition to the exercise or grant thereof, to deliver to the Company a written representation of present intention to hold
the shares for their own account as an investment and not with a view to, or for sale in connection with, the distribution of such shares,
except in compliance with applicable federal and state securities laws with respect thereto. In the event such representation is required
to be delivered, an appropriate legend may be placed upon each certificate delivered to the Participant (or Participant’s heirs,
legatees or legal representative, as the case may be) upon the Participant’s exercise of part or all of the Award or receipt of
an Award and a stop transfer order may be placed with the transfer agent. Each Award shall also be subject to the requirement that, if
at any time the Company determines, in its discretion, that the listing, registration or qualification of the shares subject to the Award
upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary
or desirable as a condition of or in connection with, the issuance or purchase of the shares thereunder, the Award may not be exercised
in whole or in part and the restrictions on an Award may not be removed unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion. The Participant
shall provide the Company with any certificates, representations and information that the Company requests and shall otherwise cooperate
with the Company in obtaining any listing, registration, qualification, consent or approval that the Company deems necessary or appropriate.
The Company shall not be obligated to take any affirmative action in order to cause the exercisability or vesting of an Award, to cause
the exercise of an Award or the issuance of shares pursuant thereto, or to cause the grant of Award to comply with any law or regulation
of any governmental authority.
(c)
Withholding. The Committee may make such provisions and take such steps as it may deem necessary or appropriate
for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority, whether federal,
state or local, domestic or foreign, to withhold in connection with the grant or exercise of an Award, or the removal of restrictions
on an Award including, but not limited to: (i) the withholding of delivery of shares of Common Stock until the holder reimburses the
Company for the amount the Company is required to withhold with respect to such taxes; (ii) the canceling of any number of shares of
Common Stock issuable in an amount sufficient to reimburse the Company for the amount it is required to so withhold; (iii) withholding
the amount due from any such person’s wages or compensation due to such person; or (iv) requiring the Participant to pay the Company
cash in the amount the Company is required to withhold with respect to such taxes.
(d)
Governing Law. The Plan shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware.
15.
GENERAL PROVISIONS
(a)
Award Agreements. All Awards granted pursuant to the Plan shall be evidenced by an Award Agreement. Each Award Agreement
shall specify the terms and conditions of the Award granted and shall contain any additional provisions as the Committee shall deem appropriate,
in its sole and absolute discretion (including, to the extent that the Committee deems appropriate, provisions relating to confidentiality,
non-competition, non-solicitation and similar matters). The terms of each Award Agreement need not be identical for Eligible Individuals
provided that all Award Agreements comply with the terms of the Plan.
(b)
Dividends and Dividend Equivalents. No dividends or Dividend Equivalents shall be paid to Participants with respect
to unvested Awards until such Awards vest. In the event that the Committee provides for the accrual of dividends or dividend equivalents
with respect to an Award, such dividends or dividend equivalents shall be subject to the same terms and conditions as, and shall in no
event be paid prior to the vesting of, the Award to which they relate.
(c)
Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other
transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable
exemption (except for transactions acknowledged in writing to be non-exempt by such Participant and sales transactions to persons other
than the Company). Accordingly, if any provision of the Plan or any Award Agreement does not comply with the requirements of Rule 16b-3
then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the
applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b). In the event Rule 16b-3 is
revised or replaced, the Board, or the Committee acting on behalf of the Board, may exercise discretion to modify this Plan in any respect
necessary to satisfy the requirements of the revised exemption or its replacement.
(d)
Purchase Price. To the extent the purchase price of any Award granted hereunder is less than par value of a share
of Common Stock and such purchase price is not permitted by applicable law, the per share purchase price shall be deemed to be equal
to the par value of a share of Common Stock.
(e)
Deferral of Awards. The Committee may from time to time establish procedures pursuant to which a Participant may
elect to defer, until a time or times later than the vesting of an Award, receipt of all or a portion of the shares of Common Stock or
cash subject to such Award and to receive Common Stock or cash at such later time or times, all on such terms and conditions as the Committee
shall determine. The Committee shall not permit the deferral of an Award unless counsel for the Company determines that such action will
not result in adverse tax consequences to a Participant under Code Section 409A. If any such deferrals are permitted, then notwithstanding
anything to the contrary herein, a Participant who elects to defer receipt of Common Stock shall not have any rights as a shareholder
with respect to deferred shares of Common Stock unless and until shares of Common Stock are actually delivered to the Participant with
respect thereto, except to the extent otherwise determined by the Committee.
(f)
Prospective Employees. Notwithstanding anything to the contrary, any Award granted to a Prospective Employee shall
not become vested prior to the date the Prospective Employee first becomes an employee of the Company.
(g)
Issuance of Certificates; Shareholder Rights. the Company shall deliver to the Participant a certificate evidencing
the Participant’s ownership of shares of Common Stock issued pursuant to the exercise of an Award as soon as administratively practicable
after satisfaction of all conditions relating to the issuance of such shares. A Participant shall not have any of the rights of a shareholder
with respect to such Common Stock prior to satisfaction of all conditions relating to the issuance of such Common Stock, and, except
as expressly provided in the Plan, no adjustment shall be made for dividends, distributions or other rights of any kind for which the
record date is prior to the date on which all such conditions have been satisfied.
(h)
Transferability of Awards. A Participant may not Transfer an Award other than by will or the laws of descent and
distribution. Awards may be exercised during the Participant’s lifetime only by the Participant. No Award shall be liable for or
subject to the debts, contracts, or liabilities of any Participant, nor shall any Award be subject to legal process or attachment for
or against such person. Any purported Transfer of an Award in contravention of the provisions of the Plan shall have no force or effect
and shall be null and void, and the purported transferee of such Award shall not acquire any rights with respect to such Award. Notwithstanding
anything to the contrary, the Committee may in its sole and absolute discretion permit the Transfer of an Award to a Participant’s
“family member” as such term is defined in the Form S-8 Registration Statement under the Securities Act of 1933, as amended,
under such terms and conditions as specified by the Committee; provided, however, that the Participant will not directly or indirectly
receive any payment of value in connection with the transfer of the Award. In such case, such Award shall be exercisable only by the
transferee approved of by the Committee. To the extent that the Committee permits the Transfer of an Incentive Stock Option to a “family
member”, so that such Option fails to continue to satisfy the requirements of an incentive stock option under the Code such Option
shall automatically be re-designated as a Non-Qualified Stock Option.
(i)
Buyout and Settlement Provisions. Except as prohibited in Section 15(k)(ii) of the Plan, the Committee may at any
time on behalf of the Company offer to buy out any Awards previously granted based on such terms and conditions as the Committee shall
determine which shall be communicated to the Participants at the time such offer is made.
(j)
Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to Awards granted under
the Plan shall constitute general funds of the Company.
(k)
Modification or Substitution of an Award.
(i)
Generally. Subject to the terms and conditions of the Plan, the Committee may modify outstanding Awards. Notwithstanding
the following, no modification of an Award shall adversely affect any rights or obligations of the Participant under the applicable Award
Agreement without the Participant’s consent. The Committee in its sole and absolute discretion may rescind, modify, or waive any
vesting requirements or other conditions applicable to an Award.
(ii)
Limitation on Repricing. Unless such action is approved by the Company’s shareholders in accordance
with applicable law: (i) no outstanding Option or Stock Appreciation Right granted under the Plan may be amended to provide
an Exercise Price that is lower than the then-current Exercise Price of such outstanding Option or Stock Appreciation Right (other than
adjustments to the Exercise Price pursuant to Sections 5(f) and 12); (ii) the Committee may not cancel any outstanding Option or Stock
Appreciation Right when its Exercise Price is equal to or greater than the Fair Market Value of the underlying Common Stock and grant
in substitution therefore new Awards, equity, cash or other property (other than adjustments pursuant to Section 12); (iii) the Committee
may not authorize the repurchase of an outstanding Option or Stock Appreciation Right which has an Exercise Price that is higher than
the then-current fair market value of the Common Stock (other than adjustments pursuant to Section 12); (iv) the Committee may not cancel
any outstanding Option or Stock Appreciation Right and grant in substitution therefore new Awards as part of a strategy to materially
enhance the position of the holder of such Options or Stock Appreciation Rights with respect to their value as of the time of such substitution
(other than adjustments pursuant to Section 12), and (v) the Committee may not take any other action that is treated as a repricing under
generally accepted accounting principles (other than adjustments pursuant to Sections 5(f) and 12). A cancellation and exchange or substitution
described in clauses (ii) and (iv) of the preceding sentence will be considered a repricing regardless of whether the Option, Restricted
Stock or other equity is delivered simultaneously with the cancellation, regardless of whether it is treated as a repricing under generally
accepted accounting principles, and regardless of whether it is voluntary on the part of the Participant.
(l)
Amendment and Termination of Plan. The Board may, at any time and from time to time, amend, suspend or terminate
the Plan as to any shares of Common Stock as to which Awards have not been granted; provided, however, that the approval of the
shareholders of the Company in accordance with applicable law and the Articles of Incorporation and Bylaws of the Company shall be required
for any amendment (other than those permitted under Section 5 or 12): (i) that changes the class of individuals eligible to receive Awards
under the Plan; (ii) that increases the maximum number of shares of Common Stock in the aggregate that may be subject to Awards that
are granted under the Plan; or (iii) that proposes to eliminate a requirement provided herein that the shareholders of the Company must
approve an action to be undertaken under the Plan. Except as permitted under Section 5 or Section 12 hereof, no amendment, suspension
or termination of the Plan shall, without the consent of the holder of an Award, alter or impair rights or obligations under any Award
theretofore granted under the Plan. Awards granted prior to the termination of the Plan may extend beyond the date the Plan is terminated
and shall continue subject to the terms of the Plan as in effect on the date the Plan is terminated.
(m)
Code Section 409A. The Award Agreement for any Award that the Committee reasonably determines to constitute “nonqualified
deferred compensation plan” under Code Section 409A (a “Section 409A Plan”), and the provisions of the Plan applicable
to that Award, shall be construed in a manner consistent with the applicable requirements of Code Section 409A, and the Committee, in
its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable
thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements
of Code Section 409A. If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements,
if and to the extent required to comply with Code Section 409A:
(i)
Payments under the Section 409A Plan may not be made earlier than (u) the Participant’s “separation from service”,
(v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant
to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change in
the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the corporation,
or (z) the occurrence of an “unforeseeable emergency”;
(ii)
The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable
Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;
(iii)
Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall
comply with the requirements of Code Section 409A(a)(4); and
(iv)
In the case of any Participant who is a “specified employee”, a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service” (or,
if earlier, the date of the Participant’s death).
(v)
For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Code Section
409A, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with
any requirements of Code Section 409A that are applicable to the Award.
(n)
Notification of 83(b) Election. If in connection with the grant of any Award, any Participant makes an election
permitted under Code Section 83(b), such Participant must notify the Company in writing of such election within ten (10) days of filing
such election with the Internal Revenue Service.
(o)
Erroneously Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback,
forfeiture or similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation,
any such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including,
without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common
Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding
Award agreements.
(p)
Disclaimer of Rights. No provision in the Plan, any Award granted hereunder, or any Award Agreement entered into
pursuant to the Plan shall be construed to confer upon any individual the right to remain in the employ of or other service with the
Company or to interfere in any way with the right and authority of the Company either to increase or decrease the compensation of any
individual, including any holder of an Award, at any time, or to terminate any employment or other relationship between any individual
and the Company. The grant of an Award pursuant to the Plan shall not affect or limit in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business or assets.
(q)
Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and
deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are
not yet made to such Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.
(r)
Nonexclusivity of Plan. The adoption of the Plan shall not be construed as creating any limitations upon the right
and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual or individuals) as the Board in its sole and absolute
discretion determines desirable.
(s)
Other Benefits. No Award payment under the Plan shall be deemed compensation for purposes of computing benefits
under any retirement plan of the Company or any agreement between a Participant and the Company, nor affect any benefits under any other
benefit plan of the Company now or subsequently in effect under which benefits are based upon a Participant’s level of compensation.
(t)
Headings. The section headings in the Plan are for convenience only; they form no part of this Agreement and shall
not affect its interpretation.
(u)
Pronouns. The use of any gender in the Plan shall be deemed to include all genders, and the use of the singular
shall be deemed to include the plural and vice versa, wherever it appears appropriate from the context.
(v)
Successors and Assigns. The Plan shall be binding on all successors of the Company and all successors and permitted
assigns of a Participant, including, but not limited to, a Participant’s estate, devisee, or heir at law.
(w)
Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in any other jurisdiction.
(x)
Notices. Any communication or notice required or permitted to be given under the Plan shall be in writing and mailed
by registered or certified mail or delivered by hand, to the Company, to its principal place of business, attention: Joseph Negron, General
Counsel, The Company Group Inc., and if to the holder of an Award, to the address as appearing on the records of the Company.
ANNEX
A
DEFINITIONS
“Award”
means any Common Stock, Option, Performance Unit, Performance Share, Performance Share Unit, Restricted Stock, Stock Appreciation
Right or any other award granted pursuant to the Plan.
“Award
Agreement” means a written agreement entered into by the Company and a Participant setting forth the terms and conditions
of the grant of an Award to such Participant.
“Board”
means the board of directors of the Company.
“Cause”
means, with respect to a termination of employment or other service with the Company, a termination of employment or other service
due to a Participant’s dishonesty, fraud, insubordination, willful misconduct, refusal to perform services (for any reason other
than illness or incapacity) or materially unsatisfactory performance of the Participant’s duties for the Company; provided,
however, that if the Participant and the Company have entered into an employment agreement or consulting agreement which defines
the term Cause, the term Cause shall be defined in accordance with such agreement with respect to any Award granted to the Participant
on or after the effective date of the respective employment or consulting agreement. The Committee shall determine in its sole and absolute
discretion whether Cause exists for purposes of the Plan.
“Change
in Control” shall be deemed to occur upon the occurrence of any of the following after the Effective Date:
(a)
any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or
other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their ownership of common stock of the Company), is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;
(b)
during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
paragraph (a), (c), or (d) of this Section) whose election by the Board or nomination for election by the Company’s shareholders
was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the
two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least
a majority of the Board;
(c)
consummation of a merger, consolidation, reorganization, or other business combination of the Company with any other entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such
merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company’s
then outstanding securities shall not constitute a Change in Control; or
(d)
the shareholders of the Company approve a plan of complete liquidation of the Company, and such liquidation occurs, or the consummation
of the sale or disposition by the Company of all or substantially all of the Company’s assets other than (x) the sale or disposition
of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale
or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the shareholders of the Company.
However,
to the extent that Code Section 409A would cause an adverse tax consequence to a Participant using the above definition, the term “Change
in Control” shall have the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation
or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Proposed Regulation 1.409A-3(g)(5),
as revised from time to time in either subsequent proposed or final regulations, and in the event that such regulations are withdrawn
or such phrase (or a substantially similar phrase) ceases to be defined, as determined by the Committee.
“Change
in Control Price” means the price per share of Common Stock paid in any transaction related to a Change in Control of the
Company.
“Code”
means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Committee”
means the Committee designated to administer the Plan in accordance with Section 4.
“Common
Stock” means the common stock, par value $0.01 per share, of the Company.
“Company”
means SHF Holdings, Inc., the subsidiaries of SHF Holdings, Inc., and all other entities whose financial statements are required
to be consolidated with the financial statements of SHF Holdings, Inc. pursuant to United States generally accepted accounting principles,
and any other entity determined to be an affiliate of SHF Holdings, Inc. as determined by the Committee in its sole and absolute discretion.
“Covered
Individual” means any current or former member of the Committee, any current or former officer or director of the Company,
or any individual designated pursuant to Section 4(c).
“Disability”
means a “permanent and total disability” within the meaning of Code Section 22(e)(3); provided, however, that
if a Participant and the Company have entered into an employment or consulting agreement which defines the term Disability for purposes
of such agreement, Disability shall be defined pursuant to the definition in such agreement with respect to any Award granted to the
Participant on or after the effective date of the respective employment or consulting agreement. The Committee shall determine in its
sole and absolute discretion whether a Disability exists for purposes of the Plan.
“Disparagement”
means making any comments or statements to the press, the Company’s employees, clients or any other individuals or entities
with whom the Company has a business relationship, which could adversely affect in any manner: (i) the conduct of the business of the
Company (including, without limitation, any products or business plans or prospects), or (ii) the business reputation of the Company
or any of its products, or its past or present officers, directors or employees.
“Dividend
Equivalents” means an amount equal to the cash or stock dividends paid by the Company upon one share of Common Stock subject
to an Award granted to a Participant under the Plan.
“Effective
Date” shall mean the date the Plan was originally approved by the shareholders of SHF Holdings, Inc. (f/k/a Northern Lights
Acquisition Corp.) in accordance with the laws of the State of Delaware.
“Eligible
Individual” means any employee, officer, director (employee or non-employee director) or consultant of the Company and
any Prospective Employee to whom Awards are granted in connection with an offer of future employment with the Company.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Exercise
Price” means the purchase price per share of each share of Common Stock subject to an Award.
“Fair
Market Value” means, unless otherwise required by the Code, as of any date, the last sales price reported for the Common
Stock on the day immediately prior to such date (i) as reported by the national securities exchange in the United States on which it
is then traded, or (ii) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored
by the National Association of Securities Dealers, Inc., or if the Common Stock shall not have been reported or quoted on such date,
on the first day prior thereto on which the Common Stock was reported or quoted; provided, however, that the Committee may modify
the definition of Fair Market Value to reflect any changes in the trading practices of any exchange or automated system sponsored by
the National Association of Securities Dealers, Inc. on which the Common Stock is listed or traded. If the Common Stock is not readily
traded on a national securities exchange or any system sponsored by the National Association of Securities Dealers, Inc., the Fair Market
Value shall be determined in good faith by the Committee.
“Company”
means SHF Holdings, Inc.
“Grant
Date” means the date on which the Committee approves the grant of an Award or such later date as is specified by the Committee
and set forth in the applicable Award Agreement.
“Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422.
“Listing
Market” means the New York Stock Exchange or, if the securities of the Company are not then listed on the New York Stock
Exchange, such other national securities exchange on which any securities of the Company are listed for trading, and if not listed for
trading on any national securities exchange, or an automated quotation system sponsored by the Financial Industry Regulatory Authority.
“Non-Employee
Director” means a director of the Company who is not an active employee of the Company.
“Non-Qualified
Stock Option” means an Option that is not an Incentive Stock Option.
“Option”
means an option to purchase Common Stock granted pursuant to Sections 6 of the Plan.
“Participant”
means any Eligible Individual who holds an Award under the Plan and any of such individual’s successors or permitted assigns.
“Performance
Award” means an award of Performance Shares, Performance Share Units or Performance Units.
“Performance
Goals” means the specified performance goals that have been established by the Committee in connection with an Award.
“Performance
Period” means the period during which Performance Goals must be achieved in connection with an Award granted under the
Plan.
“Performance
Shares” means Restricted Stock that is subject to the achievement of certain Performance Goals being attained during a
Performance Period pursuant to Section 9 hereunder.
“Performance
Share Unit” means a right to receive a fixed number of shares of Common Stock, or the cash equivalent, that is contingent
on the achievement of certain Performance Goals during a Performance Period.
“Performance
Unit” means a right to receive a designated dollar value, or shares of Common Stock of the equivalent value, that is contingent
on the achievement of certain Performance Goals during a Performance Period.
“Person”
shall mean any person, corporation, partnership, joint venture or other entity or any group (as such term is defined for purposes
of Section 13(d) of the Exchange Act), other than a parent or subsidiary.
“Plan”
means the SHF Holdings, Inc. 2022 Equity Incentive Plan.
“Prospective
Employee” means any individual who has committed to become an employee of the Company within sixty (60) days from the date
an Award is granted to such individual.
“Restricted
Stock” means Common Stock subject to certain restrictions, as determined by the Committee, and granted pursuant to Section
8 hereunder.
“Restricted
Stock Unit” means a right to receive Common Stock upon vesting or at the end of a specified deferral period, with any risks
of forfeiture or other restrictions as the Committee, in its sole discretion, may impose.
“Section
424 Employee” means an employee of the Company or any “subsidiary corporation” or “parent corporation”
as such terms are defined in and in accordance with Code Section 424. The term “Section 424 Employee” also includes employees
of a corporation issuing or assuming any Options in a transaction to which Code Section 424(a) applies.
“Stock
Appreciation Right” means the right to receive all or some portion of the increase in value of a fixed number of shares
of Common Stock granted pursuant to Section 7 hereunder.
“Transfer”
means, as a noun, any direct or indirect, voluntary or involuntary, exchange, sale, bequeath, pledge, mortgage, hypothecation,
encumbrance, distribution, transfer, gift, assignment or other disposition or attempted disposition of, and, as a verb, directly or indirectly,
voluntarily or involuntarily, to exchange, sell, bequeath, pledge, mortgage, hypothecate, encumber, distribute, transfer, give, assign
or in any other manner whatsoever dispose or attempt to dispose of.
IN
WITNESS WHEREOF, this Amended and Restated SHF Holdings, Inc. 2022 Equity Incentive Plan has been duly approved and adopted by the Company
as of the date set forth below.
Adopted
by consent of the Board: October 4, 2022
| SHF Holdings, Inc. |
|
| |
|
|
| By:
|
/s/
Sundie Seefried |
|
| Title: |
CEO |
|
| Date:
|
October
4, 2022 |
|
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
SHF Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
|
Security Class Title |
|
Fee Calculation Rule |
|
Amount Registered(1) |
|
Proposed Maximum Offering Price Per Unit(2) |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee(3) |
| Equity |
|
Common Stock, par value $0.0001 per share |
|
457(c) and 457(h) |
|
|
5,037,147 shares |
|
|
$ |
1.24 |
|
|
$ |
6,246,062 |
|
|
$147.60 per $1,000,000 |
|
$ |
921.92 |
|
| Total Offering Amounts |
|
|
$ |
6,246,062 |
|
|
|
|
$ |
921.92 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
0 |
|
| Net Fee Due |
|
|
|
|
|
|
|
|
$ |
921.92 |
|
| (1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (Securities Act), this registration statement will also cover any additional shares of common stock, par value $0.0001 per share, of SHF Holdings, Inc. (Common Stock) that become issuable under the SHF Holdings, Inc. Amended and Restated 2022 Equity Incentive Plan (2022 Plan) by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock. |
| |
|
| (2) |
Estimated
solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and Rule 457(h) under
the Securities Act on the basis of the average of the high and low sales prices of the Common Stock on December 22, 2023,
as reported by the NYSE American. |
| |
|
| (3) |
The Registrant does not have any fee offsets. |
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