INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This
Information Statement advises the Stockholders of CalEthos, Inc. (the “Company,” “we,” “our”
or “us”) of the approval of the following actions (the “Authorized Actions”):
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An
amendment to the Company’s Articles of Incorporation, as amended, changing the corporate name of the Company to “AIQ
Blockchain, Inc.” (the “Name Change Amendment”).
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The
approval and adoption of the CalEthos, Inc. 2021 Equity Incentive Plan (the “Incentive Plan Approval”).
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On
October 4, 2021, our Board of Directors (the “Board”) approved the Authorized Actions and submitted the same to certain
holders of our outstanding shares of Common Stock, par value $0.001 per share (the “Common Stock”). On the same date,
the holders of a majority of outstanding shares of Common Stock (the “Majority Stockholders”) executed and delivered
to us a written consent in lieu of a meeting (the “Written Consent”) approving the Authorized Actions.
Section
78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than
the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific
purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide
notice of the taking of any corporate action without a meeting to all stockholders who were entitled to vote upon the action but who
have not consented to the action. Under Nevada law, stockholders of the Company (the “Stockholders”) are not entitled
to dissenters’ rights with respect to the Authorized Actions.
In
accordance with the foregoing, we intend to mail a notice of Written of Stockholder Action by Written Consent and this Information Statement
on or about October , 2021 to stockholders of record on October 4, 2021 (the “Record Date”). This Information Statement
contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders.
Capital
Stock
As
of October 4, 2021, there were issued and outstanding 25,970,621 shares of Common Stock (with the holder of each share having one vote).
Pursuant to the NRS, at least a majority of the voting equity of the Company, or at least 22,204,199 votes (out of 25,970,621 total votes)
is required to approve the Authorized Actions by written consent. The Majority Stockholders, who collectively hold 22,204,199 shares
of Common Stock (approximately 85.5% of the total voting equity of the Company), have voted in favor of the Authorized Actions, thereby
satisfying the requirement under Section 7-107-104 of the NRS that at least a majority of the voting equity vote in favor of a corporate
action by written consent.
The
following table sets forth the name of the Majority Stockholders, the number of shares of Common Stock held by the Majority Stockholders,
the total number of shares that each Majority Stockholder voted in favor of the Authorized Actions, and the percentage of the issued
and outstanding shares of Common Stock voted in favor thereof.
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Name of
Majority
Stockholder
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Number of Shares of
Common Stock Held
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Number of
Votes held by
Such
Stockholder
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Number of
Votes that
Voted
in favor of the
Authorized Actions
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Percentage
of the
Voting
Equity
that Voted
in favor of
the Authorized Actions(1)
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M1 Advisors LLC
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10,454,199
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10,454,199
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10,454,199
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40.25
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%
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Hyuncheol Kim
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10,000,000
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10,000,000
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10,000,000
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38.51
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David Unsworth(2)
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1,750,000
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1,750,000
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1,750,000
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6.74
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Total
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22,204,199
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22,204,199
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22,204,199
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85.50
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%
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(1)
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Based
on 25,970,621 shares of Common Stock issued and outstanding as of October 4, 2021.
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(2)
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Includes
shares held of record by Live Planet LLC, an entity controlled by Mr. Unsworth.
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ACTIONS
TO BE TAKEN
The
Name Change Amendment will become effective on the date that the Company files a Certificate of Amendment to the Company’s Articles
of Incorporation, as amended, (the “Amendment”), with the State of Nevada. The Company intends to file the Amendment
with the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is
mailed to the Stockholders.
The
Incentive Plan Approval will become effective on the twentieth (20th) day following the date on which this Information Statement
is mailed to the Stockholders.
CORPORATE
NAME CHANGE
The
Board and the Majority Stockholders have approved the filing of an amendment to the Company’s Articles of Incorporation to change
the Company’s corporate name to “AIQ Blockchain, Inc.” The Board of Directors believes the Name Change Amendment is
necessary and advisable as a result of the proposed change in the Company’s business plan and line of business.
Since
the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act. In the
first quarter of 2021, the Board determined to establish the Company in the rapidly-growing bitcoin mining industry, and to engage in
the business of high-performance computer manufacturing, initially by developing and licensing or selling a 5 nanometer ASIC chip for
bitcoin mining. On September 22, 2021, the Company announced its completion of a $3.5 million financing to fund the initial development
phases of its ASIC chip.
The
Board of Directors determined to change the Company’s corporate name in connection with the establishment of the Company’s
new businesses and its desire to engage in an overall corporate rebranding. The Board of Directors believes the AIQ Blockchain name better
suits the businesses in which the Company intends to engage and will more easily brand the Company as a participant in the bitcoin mining
industry. The Name Change Amendment will not have any immediate material effect on the Company’s business, operations, reporting
requirements or stock price. Stockholders will not be required to immediately have new stock certificates reflecting the Company’s
name change. New stock certificates will be issued in due course as old certificates are tendered to the Company’s transfer agent
in connection with transfers or exchanges.
Prior
to filing the Name Change Amendment, the Company must first notify FINRA by filing an Issuer Company Related Action Notification Form
no later than ten (10) days prior to the anticipated record date of the corporate name change. The Company’s failure to provide
such notice may constitute fraud under Section 10 of the Exchange Act.
APPROVAL
AND ADOPTION OF THE 2021 EQUITY INCENTIVE PLAN
The
Company believes that incentives and stock-based awards focus employees and consultants on the objective of creating stockholder value
and promoting the success of the Company, and that incentive compensation plans such as the 2021 Equity Incentive Plan (the “Plan”)
are an important attraction, retention and motivation tool for participants. The Consenting Stockholders approved and adopted the Plan,
as described below.
Summary
Description of the Plan
The
following summary is qualified in its entirety by the full text of the Plan, which appears as Appendix A to this Information Statement.
Purpose.
The purpose of the Plan is to further and promote the interests of the Company and its Stockholders by enabling the Company to attract,
retain and motivate employees, directors and consultants, or those who will become employees, directors or consultants, and to align
the interests of those individuals with the interests of the Company’s Stockholders.
Administration.
The Plan will be administered by an independent compensation committee appointed by the Board (the “Compensation Committee”),
which will have general administrative authority for the Plan. In the event that the Board has not appointed the Compensation Committee,
then the Board shall have all the powers of the Compensation Committee under the Plan. The Compensation Committee may delegate certain
limited authority to one or more senior executive officers of the Company to grant awards to employees who are not subject to Section
16 of the Exchange Act. Additionally, the Compensation Committee may designate persons other than members of the Compensation Committee
to carry out the day-to-day ministerial administration of the Plan (other than with regard to the selection for participation in the
Plan and/or the granting of any awards to participants) under such conditions and limitations as prescribed by the Compensation Committee
(the appropriate acting body, be it the Compensation Committee, the Board, or an executive officer within his or her delegated authority,
is referred to herein as the “Administrator”). The Administrator’s determinations under the Plan need not be uniform
and may be made selectively among the Plan’s participants, whether or not such participants are similarly situated.
The
Administrator has broad authority under the Plan with respect to award grants including, without limitation, the authority to:
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select
the Plan’s participants;
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make
awards in such amounts and form as the Administrator shall determine;
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impose
such restrictions, terms and conditions upon such awards as the Administrator shall deem appropriate; and
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correct
any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan and/or any award agreement.
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Eligibility.
Persons eligible to receive awards under the Plan include employees, directors and consultants, or those who will become employees,
directors or consultants, of the Company and/or its subsidiaries. Notwithstanding the above, incentive stock options may only be granted
under the Plan to employees of the Company.
Authorized
Shares. The maximum number of shares of Common Stock that may be initially issued or transferred pursuant to awards under the
Plan shall not exceed 2,500,000 shares, all of which may be issued as any type of award permitted under the Plan, including, but not
limited to, incentive stock options.
Types
of Awards. The Plan authorizes awards of stock options and restricted shares of Common Stock.
A
stock option is the right to purchase shares of Common Stock at a future date at a specified price per share (the “Exercise
Price”). The per share Exercise Price of an option generally may not be less than the fair market value of a share of Common
Stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock
option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described
under “Federal Income Tax Consequences of Awards Under the Plan” below. Incentive stock options are also subject to more
restrictive terms and are limited in amount by the U.S. Internal Revenue Code (the “Code”) and the Plan. Incentive
stock options may only be granted to employees of the Company or a subsidiary.
Restricted
shares are shares of Common Stock granted to Plan participants, subject to such restrictions, terms and conditions, if any, as the Administrator
deems appropriate, including, without limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition
of such shares, (b) the requirement that the participant deposit such shares with the Company while such shares are subject to such restrictions,
and (c) the requirement that such shares be forfeited upon termination of employment or service with the Company for any reason or for
specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated
performance goals). Upon satisfaction or lapse of the applicable restrictions, terms, and conditions, subject to applicable securities
laws, the participant will receive shares of Common Stock in exchange for such restricted shares.
Dividend
Equivalents; Deferrals. The Administrator may provide for the deferred payment of awards and may determine the other terms applicable
to deferrals. The Administrator may provide that awards under the Plan earn dividends or dividend equivalents based on the amount of
dividends paid on outstanding shares of Common Stock.
Assumption
and Termination of Awards. Generally, and subject to limited exceptions set forth in the Plan, if the Company dissolves or undergoes
certain corporate transactions such as a merger, business combination, or other reorganization, or a sale of substantially all of its
assets, all awards then-outstanding under the Plan will become fully vested or paid, as applicable, and will terminate or be terminated
in such circumstances, unless the Administrator provides for the assumption, substitution or other continuation of the award. The Administrator
also has the discretion to establish other change in control provisions with respect to awards granted under the Plan. For example, the
Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described
above and provide that any such acceleration shall be automatic upon the occurrence of any such event.
Clawback.
The Company may cancel any award under the Plan, require reimbursement from a participant, and effect any other right of recoupment
of equity or other compensation provided under the Plan in accordance with any clawback policies adopted by the Company.
Transfer
Restrictions. Subject to certain exceptions contained in the Plan, awards under the Plan generally are not transferable by the
recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime,
only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the
recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures
for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities
laws.
Adjustments.
As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Plan and
any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based
awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock
dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions
of property to the stockholders.
No
Limit on Other Authority. The Plan does not limit the authority of the Board or any committee to grant awards or authorize any
other compensation, with or without reference to the Company’s Common Stock, under any other plan or authority.
Termination
of or Changes to the Plan. The Board may amend or terminate the Plan at any time and in any manner. Stockholder approval for
an amendment will be required only to the extent then required by applicable law or any applicable listing agency or required under Sections
422 or 424 of the Code to preserve the intended tax consequences of the plan. For example, stockholder approval will be required for
any amendment that proposes to increase the maximum number of shares that may be delivered with respect to awards granted under the Plan
(adjustments as a result of stock splits or similar events will not, however, be considered an amendment requiring stockholder approval).
Unless terminated earlier by the Board, the authority to grant new awards under the Plan will terminate on October 4, 2031. Outstanding
awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination
of the Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of
the award holder is required if the amendment (or any Plan amendment) materially and adversely affects the holder.
Federal
Income Tax Consequences of Awards under the Plan
The
U.S. federal income tax consequences of the Plan under current federal law, which is subject to change, are summarized in the following
discussion of the general tax principles applicable to the Plan. This summary is not intended to be exhaustive and, among other considerations,
does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not
satisfy those rules, nor does it describe certain elections under the Code (such as an election under Code Section 83(b)), alternative
minimum tax, or state, local, or international tax consequences.
With
respect to nonqualified stock options, the Company is generally entitled to deduct, and the participant recognizes taxable income in
an amount equal to the difference between the option Exercise Price and the fair market value of the shares at the time of exercise.
With respect to incentive stock options, the Company is generally not entitled to a deduction nor does the participant recognize income
at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax. Upon a disposition of shares
acquired by exercise of an incentive stock option before the end of the applicable incentive stock option holding periods, the participant
generally must recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus
the Exercise Price or (ii) the amount realized upon the disposition of the incentive stock option shares minus the Exercise Price. Otherwise,
a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the
incentive stock option holding periods are met) generally will result in only capital gain or loss.
With
respect to restricted shares, the Company is generally entitled to deduct and the participant recognizes taxable income in an amount
equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient
elects to accelerate recognition as of the date of grant).
If
an award is accelerated under the Plan in connection with a “change in control” (as this term is used under the Code), the
Company may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”)
if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered).
The
Company shall have the authority and the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient
to satisfy any income, payroll, and other taxes (including, without limitation, pursuant to the Federal Insurance Contributions Act and
the Federal Unemployment Tax Act) to the extent required by law to be withheld with respect to any taxable event concerning a participant
arising as a result of an award under the Plan.
Equity
Compensation Plan Information
The
Company does not currently maintain any equity compensation plans. The Majority Stockholders have approved and adopted the Plan as described
above. The Board believes that the approval and adoption of the Plan will promote the interests of the Company and its stockholders and
will help the Company and its subsidiaries continue to be able to attract, retain and reward persons important to the Company’s
success. All members of the Board and all of the Company’s executive officers are eligible for awards under the Plan and thus have
a personal interest in the approval of the Plan.
SECURITY
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of the Company’s capital stock as of October
4, 2021, of (i) each person known to the Company to beneficially own more than 5% of any class of the Company’s securities, (ii)
the Company’s directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As
of October 4, 2021, there were a total of 25,970,621 shares of Common Stock issued and outstanding. The column titled “Percent
of Class” shows the percentage of the Common Stock beneficially owned by each identified party.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity
has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty
(60) days of October 4, 2021, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table below has sole voting power and investment power (or shares such power
with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address
of each of the stockholders listed below, unless otherwise specified is in care of the Company at 11753 Willard Avenue, Tustin, CA 927821.
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Common Stock
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Name of Beneficial Owner
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Number of Shares Owned
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Percentage Owned(1)
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Officers and Directors
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Michael Campbell
CEO and Director
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10,454,199
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(2)
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40.25
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%
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Hyuncheol Kim
Chief Technology Officer
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10,000,000
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(3)
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38.51
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Dean Skupen,
Chief Financial Officer
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325,000
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1.25
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All officers and directors as a group
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20,779,199
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80.01
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Other 5% Stockholders
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David Unsworth
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1,750,000
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(4)
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6.74
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Nanosha Investments LLC
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4,620,000
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(5)
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15.10
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(1)
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The
percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of the
Company’s capital stock outstanding on October 4, 2021. On October 4, 2021, there were 25,970,621 shares of Common Stock outstanding.
To calculate a stockholder’s percentage of beneficial ownership, the Company includes in the numerator and denominator the
Common Stock outstanding and all shares of Common Stock issuable to that person in the event of the exercise of outstanding options
and other derivative securities owned by that person that are exercisable within 60 days of October 4, 2021. Common stock options
and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating
beneficial ownership among the Company’s stockholders may differ. Unless indicated otherwise, each person named in the table
has sole voting power and sole investment power for the shares listed opposite such person’s name.
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(2)
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Represents
shares of Common Stock owned of record by M1 Advisors LLC, a Delaware limited liability company managed by Michael Campbell. Of such
shares, 1,500,000 are restricted shares subject to the terms of a restricted share agreement that limits the ability of the holder
to dispose of such shares until such shares vest, which shares will vest upon the achievement by the Company of certain product
development milestones.
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(3)
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Represents restricted shares subject to the terms of
a restricted share agreement that limits the ability of the holder to dispose of such shares until such shares vest, which shares
will vest upon the achievement by the Company of certain product development milestones.
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(4)
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Includes
315,000 shares of Common Stock held of record by Live Planet LLC, a company controlled by Mr. Unsworth. The address of Mr. Unsworth
is 246 Bayview Avenue, Belvedere, CA 94920.
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(5)
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Represents
3,080,000 shares of Common Stock issuable upon the conversion of an outstanding promissory note and 1,540,000 shares of Common Stock
issuable upon the exercise of outstanding Series A warrants held by Nanosha Investments LLC. Nanosha Investments LLC is controlled
by Sean Fontenot. The address of Nanosha Investments LLC is 1202 Walnut Avenue, Long Beach, CA 90813.
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ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports,
information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities
and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis
and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2020;
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(2)
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Quarterly
Report on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021; and
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(3)
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Current
Report on Form 8-K dated August 17, 2021.
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You
may request a copy of these filings, at no cost, by writing CalEthos, Inc., at 11753 Willard Avenue, Tustin, CA 927821, or telephoning
the Company at (714) 352-5315. Any statement contained in a document that is incorporated by reference will be modified or superseded
for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded
will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 11753 Willard
Avenue, Tustin, CA 927821, or telephoning the Company at (714) 352-5315.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the
Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
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By
Order of the Board of Directors
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/s/
Michael Campbell
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Michael
Campbell, Chief Executive Officer
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Dated:
October , 2021
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ANNEX
A
CalEthos,
Inc.
2021
Equity Incentive Plan
*
* * * *
1.
Purpose. The purpose of the CalEthos, Inc. 2021 Equity Incentive Plan is to further and promote the interests of CalEthos,
Inc., its Subsidiaries (as defined below) and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate
employees, directors and consultants, or those who will become employees, directors or consultants, and to align the interests of those
individuals and the Company’s stockholders.
2. Certain
Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:
2.1
“Award” means an award or grant made to a Participant under Section 6 or 7 of the Plan.
2.2
“Award Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and 11.2 of the Plan
in connection with the granting of an Award.
2.3
“Board” means the Board of Directors of the Company, as constituted from time to time.
2.4
“Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time, or any successor
statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.
2.5
“Committee” means the Compensation Committee of the Board (or such other committee of the Board as may be established
to administer the Plan, as described in Section 3 of the Plan), or if no such committee has been appointed or established, the Board.
2.6
“Common Stock” means the Common Stock, par value $0.001 per share, of the Company or any security of the Company
issued by the Company in substitution or exchange therefor.
2.7
“Company” means CalEthos, Inc., a Nevada corporation, or any successor entity to CalEthos, Inc.
2.8
“Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or
any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.
2.9
“Fair Market Value” means on, or with respect to, any given date(s), the average of the highest and lowest
market prices of the Common Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not traded on such date(s),
on the next preceding day or days on which the Common Stock was traded. If at any time the Common Stock is not traded on an exchange,
the Fair Market Value of a share of the Common Stock shall be determined in good faith by the Board and such determination shall be conclusive
and binding on all persons.
2.10
“Incentive Stock Option” means any Stock Option granted pursuant to the provisions of Section 6 of the Plan
(and the relevant Award Agreement) that is intended to be (and is specifically designated as) an “incentive stock option”
within the meaning of Section 422 of the Code.
2.11
“Non-Employee Director” means a director serving on the Board who is a “non-employee director” within the meaning
of SEC Rule 16b-3(b)(3).
2.12
“Non-Qualified Stock Option” means any Stock Option granted pursuant to Section 6 of the Plan (and the relevant
Award Agreement) that is not (and is specifically designated as not being) an Incentive Stock Option.
2.13
“Participant” means any individual who is selected from time to time under Section 5 to receive an Award under
the Plan.
2.14
“Plan” means the CalEthos, Inc. 2021 Equity Incentive Plan, as set forth herein and as in effect and as amended
from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).
2.15
“Restricted Shares” means the restricted shares of Common Stock granted pursuant to the provisions of Section
7 of the Plan and the relevant Award Agreement.
2.16
“Stock Option” means an Award made to a Participant pursuant to Section 6 of the Plan.
2.17
“Subsidiary(ies)” means any corporation, partnership or limited liability company in an unbroken chain of entities,
including and beginning with the Company, if each of such entities, other than the last entity in the unbroken chain, owns, directly
or indirectly, more than fifty percent (50%) of the voting shares, partnership, beneficial or membership interests in one of the other
entities in such chain.
3.
Administration.
3.1
The Committee. The Plan shall be administered by the Committee. Subject to the last sentence of this Section 3.1, the Committee
shall be appointed from time to time by the Board and shall be comprised of not less than two (2) of the then members of the Board who
are Non-Employee Directors. Consistent with the Bylaws of the Company, members of the Committee shall serve at the pleasure of the Board
and the Board, subject to the immediately preceding sentence, may at any time and from time to time remove members from, or add members
to, the Committee. In the event that the Board has not appointed the Committee, then the Board shall have all the powers of the Committee
under the Plan.
3.2
Plan Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan and to promulgate, amend
and rescind rules and regulations relating to the implementation, administration, and maintenance of the Plan. Subject to the terms and
conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation, administration, and
maintenance of the Plan including, without limitation, (a) selecting the Plan’s Participants, (b) making Awards in such amounts
and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Awards as the Committee shall
deem appropriate, and (d) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies),
in the Plan and/or any Award Agreement. The Committee may designate persons other than members of the Committee to carry out the day-to-day
ministerial administration of the Plan under such conditions and limitations as it may prescribe, except that the Committee shall not
delegate its authority with regard to the selection for participation in the Plan and/or the granting of any Awards to Participants.
The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not
such Participants are similarly situated. Any determination, decision or action of the Committee in connection with the construction,
interpretation, implementation, administration, or maintenance of the Plan shall be final, conclusive and binding upon all Participants
and any person(s) claiming under or through any Participants. The Company shall effect the granting of Awards under the Plan, in accordance
with the determinations made by the Committee by execution of written agreements and/or other instruments in such form as is approved
by the Committee. The Committee may, in its sole discretion, delegate its authority to one or more senior executive officers for the
purpose of making Awards to Participants who are not subject to Section 16 of the Exchange Act.
3.3
Liability Limitation. Neither the Board nor the Committee, nor any member of either, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan (or any Award Agreement), and the members
of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage
or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law
and/or under any directors and officers liability insurance coverage which may be in effect from time to time.
4.
Term of Plan/Common Stock Subject to Plan.
4.1
Term. Unless terminated earlier by the Board, the Plan shall terminate on October 4, 2031, except with respect to Awards
then outstanding. After such date no further Awards shall be granted under the Plan.
4.2
Common Stock. The maximum number of shares of Common Stock in respect of which Awards may be granted under the Plan, subject
to adjustment as provided in Section 10.2 of the Plan, shall not exceed 2,500,000 shares of Common Stock; all of which may be issued
pursuant to the exercise of Incentive Stock Options. In the event of a change in the Common Stock of the Company that is limited to a
change in the designation thereof to “Capital Stock” or other similar designation, or to a change in the par value thereof,
or from par value to no par value, without increase or decrease in the number of issued shares, the shares resulting from any such change
shall be deemed to be the Common Stock for purposes of the Plan. Common Stock which may be issued under the Plan may be either authorized
and unissued shares or issued shares which have been reacquired by the Company (in the open-market or in private transactions) and which
are being held as treasury shares. No fractional shares of Common Stock shall be issued under the Plan.
4.3
Computation of Available Shares. For the purpose of computing the total number of shares of Common Stock available for
Awards under the Plan, there shall be counted against the limitations set forth in Section 4.2 of the Plan the maximum number of shares
of Common Stock potentially subject to issuance upon exercise or settlement of Awards granted under Section 6 of the Plan, and the number
of shares of Common Stock issued under grants of Restricted Shares pursuant to Section 8 of the Plan, in each case determined as of the
date on which such Awards are granted. If any Awards expire unexercised or are forfeited, surrendered, cancelled, terminated or settled
in cash in lieu of Common Stock, the shares of Common Stock which were theretofore subject (or potentially subject) to such Awards shall
again be available for Awards under the Plan to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement
of such Awards.
5.
Eligibility. Individuals eligible for Awards under the Plan shall consist of employees, directors and consultants, or those
who will become employees, directors or consultants, of the Company and/or its Subsidiaries whose performance or contribution, in the
sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary. Notwithstanding the above, Incentive Stock
Options may only be granted to employees of the Company.
6.
Stock Options.
6.1
Terms and Conditions. Stock Options granted under the Plan shall be in respect of Common Stock and may be in the form of
Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as “Stock Option(s)”).
All Stock Options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if
certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each
type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if a Stock
Option designated as an Incentive Stock Option fails to qualify as such at any time or if a Stock Option is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Stock Option do
not satisfy the requirements of Section 409A of the Code. Such Stock Options shall be subject to the terms and conditions set forth in
this Section 6 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee
shall set forth in the relevant Award Agreement.
6.2
Grant. Stock Options may be granted under the Plan in such form as the Committee may from time to time approve. Stock Options
may be granted alone or in addition to other Awards under the Plan. Special provisions shall apply to Incentive Stock Options granted
to any employee who owns (within the meaning of Section 422(b)(6) of the Code) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its parent corporation or any Subsidiary of the Company, within the meaning of Sections
424(e) and (f) of the Code (a “10% Stockholder”).
6.3
Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee;
provided, however, that the exercise price of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value
of the Common Stock on the date of the grant of such Stock Option; provided, further, however, that in the case
of a 10% Stockholder, the exercise price of an Incentive Stock Option shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Common Stock on the date of grant.
6.4 Term.
The term of each Stock Option shall be such period of time as is fixed by the Committee; provided, however, that the
term of any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in the case of a 10% Stockholder) after the date
immediately preceding the date on which the Incentive Stock Option is granted.
6.5
Method of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the Secretary
of the Company, or the Secretary’s designee, specifying the number of shares to be purchased. Such notice shall be accompanied
by payment in full of the exercise price (and applicable tax withholding) in cash, by certified check, bank draft, or money order payable
to the order of the Company, or, if permitted by the Committee in its sole discretion, by delivery of shares of Common Stock satisfying
such requirements as the Committee shall establish, or through such other mechanism as the Committee shall permit, in its sole discretion.
Payment instruments shall be received by the Company subject to collection. The proceeds received by the Company upon exercise of any
Stock Option may be used by the Company for general corporate purposes. Any portion of a Stock Option that is exercised may not be exercised
again.
6.6
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during
any calendar year (under all plans of the Company and its affiliates) exceeds $100,000, the Stock Options or portions thereof which exceed
such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.
7.
Restricted Shares.
7.1
Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section
7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall
set forth in the relevant Award Agreement. Restricted Shares may be granted alone or in addition to any other Awards under the Plan.
Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares to be granted to a Participant and the
Committee may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant. With
respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect
of such Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, shall be accompanied by a stock
power duly executed by such Participant, and shall bear, among other required legends, the following legend:
“THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION,
FORFEITURE EVENTS) CONTAINED IN THE CALETHOS, INC. 2021 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER HEREOF AND CALETHOS, INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF CALETHOS, INC.
CALETHOS, INC. WILL FURNISH TO THE RECORDHOLDER OF THE CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF
BUSINESS, A COPY OF SUCH PLAN AND AWARD AGREEMENT. CALETHOS, INC. RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE
UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE SATISFIED.”
Such
stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the
Company until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to such grant shall have been
satisfied.
7.2
Restricted Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject
to such restrictions, terms and conditions, if any, as the Committee deems appropriate, including, without limitation, (a) restrictions
on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant deposit
such shares with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited
upon termination of employment or service with the Company for any reason or for specified reasons within a specified period of time
or for other reasons (including, without limitation, the failure to achieve designated performance goals).
7.3
Restriction Period. In accordance with Sections 7.1 and 7.2 of the Plan and unless otherwise determined by the Committee
(in its sole discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and vested in the Participant
in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish in the relevant Award
Agreement (the “Restriction Period”). During the Restriction Period, such stock shall be and remain unvested and a Participant
may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon satisfaction of the vesting
schedule and any other applicable restrictions, terms and conditions, the Participant shall be entitled to receive payment of the Restricted
Shares or a portion thereof, as the case may be, as provided in Section 7.4 of the Plan.
7.4
Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established
by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 7.1 of the Plan,
for the number of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall, as soon as practicable
thereafter, be delivered to the Participant, provided that the removal of such legend is permitted by applicable federal and state securities
laws.
7.5
Stockholder Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted
Shares, all of the rights of a stockholder of such stock (except as such rights are limited or restricted under the Plan or in the relevant
Award Agreement). Any stock dividends paid in respect of unvested Restricted Shares shall be treated as additional Restricted Shares
and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted Shares in respect
of which such stock dividends are issued.
7.6
Dividend Equivalents. In addition to the provisions of Section 7.5 of the Plan, Awards of Stock Options may, in the sole
discretion of the Committee and if provided for in the relevant Award Agreement, earn dividend equivalents. In respect of any such Award
which is outstanding on a dividend record date for Common Stock, the Participant shall be credited with an amount equal to the amount
of cash or stock dividends that would have been paid on the shares of Common Stock covered by such Award had such covered shares been
issued and outstanding on such dividend record date. The Committee shall establish such rules and procedures governing the crediting
of such dividend equivalents, including, without limitation, the amount, timing, form of payment and payment contingencies and/or restrictions
of such dividend equivalents, as it deems appropriate or necessary.
8.
Non-transferability of Awards. Unless otherwise provided in the Award Agreement, no Award under the Plan or any Award Agreement,
and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise
hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition by the Participant
or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including,
without limitation, seizure for the payment of the Participant’s debts, judgments, alimony, or separate maintenance. Unless otherwise
provided in the Award Agreement, during the lifetime of a Participant, Stock Options are exercisable only by the Participant.
9.
Changes in Capitalization and Other Matters.
9.1
No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize (a)
any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital structure or
its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s capital stock or the
rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the
Company’s or any Subsidiary’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary.
No Participant, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or
any Subsidiary, or any employees, officers, stockholders or agents of the Company or any Subsidiary, as a result of any such action.
9.2
Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether in
the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or
other corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board, in its sole discretion,
to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available
under the Plan, the Board may, in such manner as it in good faith deems equitable, adjust any or all of (i) the number of shares of Common
Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted,
(ii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject
to outstanding Awards, and (iii) the exercise price with respect to any Stock Option, or make provision for an immediate cash payment
to the holder of an outstanding Award in consideration for the cancellation of such Award.
9.3
Mergers. If the Company enters into or is involved in any merger, reorganization, recapitalization, sale of all or substantially
all of the Company’s assets, liquidation, or business combination with any person or entity (such merger, reorganization, recapitalization,
sale of all or substantially all of the Company’s assets, liquidation, or business combination to be referred to herein as a “Merger
Event”), the Board may take such action as it deems appropriate, including, but not limited to, replacing such Stock Options with
substitute stock options in respect of the shares, other securities or other property of the surviving corporation or any affiliate of
the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially
preserve the value, rights and benefits of any affected Stock Options granted hereunder as of the date of the consummation of the Merger
Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event occurs, the Company shall have the right, but not the
obligation, to cancel each Participant’s Stock Options and to pay to each affected Participant in connection with the cancellation
of such Participant’s Stock Options, an amount equal to the excess of the Fair Market Value, as determined by the Board, of the
Common Stock underlying any unexercised Stock Options (whether then exercisable or not) over the aggregate exercise price of such unexercised
Stock Options. In the case of any Stock Option with an exercise price that equals or exceeds the price paid for a share of Common Stock
in connection with the Merger Event, the Committee may cancel the Stock Option without the payment of consideration therefor.
Upon
receipt by any affected Participant of any such substitute stock options (or payment) as a result of any such Merger Event, such Participant’s
affected Stock Options for which such substitute options (or payment) were received shall be thereupon cancelled without the need for
obtaining the consent of any such affected Participant.
10.
Amendment, Suspension and Termination.
10.1
In General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at
any time and from time to time in such respects as the Board may deem advisable to insure that any and all Awards conform to or otherwise
reflect any change in applicable laws or regulations, or to permit the Company or the Participants to benefit from any change in applicable
laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company or any Subsidiary. No such
amendment, suspension or termination shall (x) materially adversely affect the rights of any Participant under any outstanding Awards,
without the consent of such Participant or (y) increase the number of shares available for Awards to Section 4.2 without stockholder
approval; provided, however, that the Board may amend the Plan, without the consent of any Participants, in any way it
deems appropriate to satisfy Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment
to the Plan to cause certain Awards not to be subject to Code Section 409A.
10.2
Award Agreement Modifications. The Committee may, in its sole discretion, amend or modify at any time and from time to
time the terms and provisions of any outstanding Award in any manner to the extent that the Committee under the Plan or any Award Agreement
could have initially determined the restrictions, terms and provisions of such Award, including, without limitation, changing or accelerating
(a) the date or dates as of which Stock Options shall become exercisable, or (b) the date or dates as of which Restricted Share grants
shall become vested. No such amendment or modification shall, however, materially adversely affect the rights of any Participant under
any such Award without the consent of such Participant; provided, however, that the Committee may amend an Award without
the consent of the Participant, in any way it deems appropriate to satisfy Code Section 409A and any regulations or other authority promulgated
thereunder, including any amendment to or modification of such Award to cause such Award not to be subject to Code Section 409A.
11.
Miscellaneous.
11.1
Tax Withholding. The Company shall have the right to deduct from any payment or settlement under the Plan, including, without
limitation, the exercise of any Stock Option, or the delivery, transfer or vesting of any Common Stock or Restricted Shares, any federal,
state, local, or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply with the
Code and/or any other applicable law, rule or regulation. Shares of Common Stock may be used to satisfy any such tax withholding. Such
Common Stock shall be valued based on the Fair Market Value of such stock as of the date the tax withholding is required to be made,
such date to be determined by the Committee. In addition, the Company shall have the right to require payment from a Participant to cover
any applicable withholding or other employment taxes due upon any payment or settlement under the Plan.
11.2
No Right to Employment or Continuing Relationship. Neither the adoption of the Plan, the granting of any Award, nor the
execution of any Award Agreement, shall confer upon any employee, director or consultant of the Company or any Subsidiary any right to
continued employment, directorship or consulting relationship with the Company or any Subsidiary, as the case may be, nor shall it interfere
in any way with the right, if any, of the Company or any Subsidiary to terminate the employment, directorship or consulting relationship
of any employee, director or consultant at any time for any reason, even if such termination adversely affects such Participant’s
Awards.
11.3
Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets in connection with
any Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan or any Award Agreement
shall be based solely upon the contractual obligations that may be created as a result of the Plan or any such award or agreement. No
such obligation of the Company shall be deemed to be secured by any pledge of, encumbrance on, or other interest in, any property or
asset of the Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed as creating in respect
of any Participant (or beneficiary thereof or any other person) any equity or other interest of any kind in any assets of the Company
or any Subsidiary or creating a trust of any kind or a fiduciary relationship of any kind between the Company, any Subsidiary and/or
any such Participant, any beneficiary thereof or any other person.
11.4
Payments to a Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements
or similar arrangements from which the Committee may make payments of amounts due or to become due to any Participants under the Plan.
11.5
Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made
pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary unless expressly provided
in such other plans or arrangements, or except where the Board expressly determines in writing that inclusion of an Award or portion
of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in
lieu of a portion of competitive annual base salary or other cash compensation. Awards under the Plan may be made in addition to, in
combination with, or as alternatives to, grants, awards or payments under any other plans or arrangements of the Company or its Subsidiaries.
The existence of the Plan notwithstanding, the Company or any Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate employees.
11.6
Listing, Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall be required to be issued
or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance with
all applicable federal and state securities laws and regulations and any other applicable laws or regulations. The Committee may require,
as a condition of any payment or share issuance, that certain agreements, undertakings, representations, certificates, and/or information,
as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance with all such applicable
laws or regulations. Certificates for shares of the Restricted Shares and/or Common Stock delivered under the Plan may be subject to
such stock-transfer orders and such other restrictions as the Committee may deem advisable under the rules, regulations, or other requirements
of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal
or state securities law. In addition, if, at any time specified herein (or in any Award Agreement or otherwise) for (a) the making of
any Award, or the making of any determination, (b) the issuance or other distribution of Restricted Shares and/or Common Stock, or (c)
the payment of amounts to or through a Participant with respect to any Award, any law, rule, regulation or other requirement of any governmental
authority or agency shall require either the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other
legal representative thereof) to take any action in connection with any such determination, any such shares to be issued or distributed,
any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken.
With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 promulgated under the Exchange Act.
11.7
Award Agreements. Each Participant receiving an Award under the Plan shall enter into an Award Agreement with the Company
in a form specified by the Committee. Each such Participant shall agree to the restrictions, terms and conditions of the Award set forth
therein and in the Plan.
11.8
Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any Stock Option or to receive any payment which under the terms of the Plan and the relevant Award Agreement
may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation
may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation
must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary
has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall
be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries
shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in
the shares designated by the Participant.
11.9
Leaves of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations and to make determinations,
as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a Participant.
Without limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated as if
the Participant has terminated employment with the Company or any such Subsidiary. If a Participant transfers within the Company, or
to or from any Subsidiary, such Participant shall not be deemed to have terminated employment as a result of such transfers.
11.10
Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of
any Award by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance
with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant
may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in
accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect
or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with
applicable law or stock exchange listing requirements).
11.11
Code Section 409A. This Plan and all Awards hereunder are intended to comply with the requirements of Code Section 409A
and any regulations or other authority promulgated thereunder. Notwithstanding any provision of the Plan or any Award Agreement to the
contrary, the Board and the Committee reserve the right (without the consent of any Participant and without any obligation to do so or
to indemnify any Participant or the beneficiaries of any Participant for any failure to do so) to amend this Plan and/or any Award Agreement
as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the
date hereof without violating Code Section 409A. In the event that any payment or benefit made hereunder would constitute payments or
benefits pursuant to a non-qualified deferred compensation plan within the meaning of Code Section 409A and, at the time of a Participant’s
“separation from service”, such Participant is a “specified employee” within the meaning of Code Section 409A,
then any such payments or benefits shall be delayed until the six-month anniversary of the date of such Participant’s “separation
from service”. Each payment made under this Plan shall be designated as a “separate payment” within the meaning of
Code Section 409A.
11.12
Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws
of the State of New York, without reference to the principles of conflict of laws thereof. Any titles and headings herein are for reference
purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of
the Plan.
11.13
Effective Date. The Plan shall be effective upon its approval by the Board and adoption by the Company, subject to the
approval of the Plan by the Company’s stockholders in accordance with Section 422 of the Code and the regulations promulgated thereunder.
If such stockholder approval is not obtained, the Plan and any Awards granted under the Plan shall be null and void and of no force and
effect.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, this Plan is adopted by the Company on this 4th day of October, 2021.
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CALETHOS,
INC.
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By:
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/s/
Michael Campbell
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Name:
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Michael
Campbell
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Title:
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President
and Chairman
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