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As filed with the Securities and Exchange
Commission on December 18, 2020

Registration No. 333-       

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM
S-8

REGISTRATION
STATEMENT

UNDER

THE SECURITIES ACT OF
1933

 

 

TSR,
INC.

(Exact name of registrant as specified in
its charter)

 

 

Delaware   13-2635899

(State or other jurisdiction of 

incorporation or organization)

 

(I.R.S. Employer 

Identification No.)

 

400 Oser Avenue, Suite 150

Hauppauge, NY 11788

(Address of principal executive offices)

 

 

TSR, Inc. 2020 Equity Incentive Plan

(Full title of the plan)

 

 

John G. Sharkey

Senior Vice President, Chief Financial
Officer and Secretary

TSR, INC.

400 Oser Avenue, Suite 150

Hauppauge, NY 11788

(Name and address of agent for service)

 

(631) 231-0333

(Telephone number, including area code,
of agent for service)

 

 

Copies to:

 

Jaime R. Daddona, Esq.

Squire Patton Boggs (US) LLP

1 E. Washington St. Suite 2700

Phoenix, Arizona 85004

(602) 528-4057

 

 

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.

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title
of Securities To be Registered

 

 

 

Amount
to be

Registered (1)

   

Proposed

Maximum

Offering
Price

Per Share

   

Proposed

Maximum

Aggregate

Offering Price

   

 

 

Amount of Registration Fee (2)

 
Common Stock, par value $0.01 per share     200,000 (2)   $ 7.23 (2)   $ 1,446,000 (2)   $ 157.76  

 

(1) Pursuant to Rule 416 under the Securities Act of 1933 (“Securities
Act”), as amended, this registration statement (“Registration Statement”) also covers an additional indeterminate
number additional shares of common stock, par value $0.01 per share (“Common Stock”) of TSR, Inc. (“Registrant”),
which may be offered and issued under the plan by reason of any stock dividends, stock splits, recapitalizations or other similar
transactions effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s
Common Stock.

 

(2) The amount to be registered represents shares of Common
Stock reserved for future award grants under the TSR, Inc. 2020 Equity Incentive Plan (“Plan”). The corresponding
proposed maximum offering price per share, estimated solely for the purposes of calculating the registration fee under Rule 457(h)
of the Securities Act, is based on the average of the high and low sales prices per share of the Common Stock as reported on the
Nasdaq Capital Market on December 11, 2020.

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS

 

The documents containing the information
specified by Part I, Items 1 and 2, of Form S-8 have been or will be delivered to participants in the plan covered by this Registration
Statement, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance
with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act.

 

 

 

PART II

 

INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

TSR, Inc. (the “Registrant”)
hereby incorporates by reference in this Registration Statement the following documents previously filed with the Commission:

 

(a) The
Registrant’s Annual Report on Form 10-K and on Form 10-K/A for the fiscal year ended May 31, 2020, as filed with the Commission
on August 17, 2020 and September 28, 2020, respectively;

 

(b) All
other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report
referred to in (a) above including the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2020, as filed with the Commission on October 13, 2020 and Current Reports on Form 8-K, as filed with the Commission on September
2, 2020, November 6, 2020 and November 23, 2020; and

 

(c) All
other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the effective 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 by reference into this Registration Statement and to be a part hereof from the date of filing
such reports and documents, except as to specific sections of such reports and documents as set forth therein. 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 herein or in any subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Registrant is a Delaware corporation. Section
145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware 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 such 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 attorney 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 his or her conduct was unlawful.

 

 

 

Section 145(b) of the DGCL provides that
a Delaware 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
such person acted in any of the capacities set forth above, against expenses (including attorney fees) actually and reasonably
incurred by such 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, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall
deem proper.

 

Further subsections of DGCL Section 145
provide that:

 

(1) to the extent a present or former director
or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145 or in the 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;

 

(2) the indemnification and advancement
of expenses provided for pursuant to 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;
and

 

(3) the corporation shall have the power
to purchase and maintain insurance of 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 Section 145.

 

As used in this Item 6, the term “proceeding”
means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of Registrant, and whether
civil, criminal, administrative, investigative or otherwise.

 

Section 145 of the DGCL makes provision
for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of Registrant
under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

 

In addition, under Section 102(b)(7) of
the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to
act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain
provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends or (v) for any
transactions from which the director derived an improper personal benefit.

 

Registrant has entered into indemnification
agreements with its directors and executive officers that provide the maximum indemnity allowed to directors and officers permitted
by law and also to provide for certain additional procedural protections, in addition to the indemnification provided for in the
Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

 

Registrant has purchased insurance policies
which, within the limits and subject to the terms and conditions thereof, cover certain expenses and liabilities that may be incurred
by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed
or suffered while acting as a director or officer of Registrant.

 

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

 

Exhibit No.   Description
4.1*   Certificate of Incorporation, as amended
4.2   Amended and Restated Bylaws, as amended, incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed by the Registrant on August 17, 2020
4.3   Description of Registered Securities, incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed by the Registrant on August 17, 2020
4.4   Certificate of Designations of Class A Preferred Stock, Series One, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K by the Company filed on August 29, 2018
4.5   Amended and Restated Rights Agreement dated as of September 3, 2019 between the Company and Continental Stock Transfer & Trust Company as Rights Agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 3, 2019
4.6*   TSR, Inc. 2020 Equity Incentive Plan
5.1*   Opinion of Squire Patton Boggs (US) LLP
23.1*   Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1)
23.2*   Consent of CohnReznick LLP
24.1*   Power of Attorney (included on signature page)

 

 

 

(a) The undersigned 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 of 1933;

 

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) 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.

 

(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)
of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

 

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.

 

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.

 

 

 

SIGNATURES
AND POWER OF ATTORNEY

 

Pursuant to the requirements
of the Securities Act, 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 Hauppauge, New York, on December 18, 2020.

 

  TSR, INC.
     
By: /s/ Thomas Salerno
    Thomas Salerno
    President,
Chief Executive Officer and Treasurer

  

 

KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Thomas Salerno and John
G. Sharkey his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         

/s/ Thomas Salerno

President, Chief Executive Officer and Treasurer   December 18, 2020
Thomas Salerno   (principal executive officer)    
         

/s/ John G. Sharkey

  Sr. Vice President, Chief Financial Officer and Secretary   December 18, 2020
John G. Sharkey   (principal financial officer
and principal accounting officer
)
   
         

/s/ Bradley M. Tirpak

  Chairman of the Board of Directors   December 18, 2020
Bradley M. Tirpak        
         

/s/ H. Timothy Eriksen

  Director   December 18, 2020
H. Timothy Eriksen        
         

/s/ Robert Fitzgerald 

  Director   December 18, 2020
Robert Fitzgerald        

 

 

– 6 –

 

 

Exhibit
4.1

 

CERTIFICATE
OF INCORPORATION

OF

INTERNATIONAL
TIME SHARING SERVICES, INC.

 

FIRST.
The name of the corporation is INTERNATIONAL TIME SHARING SERVICES, INC.

 

SECOND.
The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

THIRD.
The nature of the business or purposes to be conducted or promoted is:

 

To
own, operate and lease computer and other data processing equipment, either on a time-sharing basis by itself or otherwise, and
to own, operate, or in any way deal or engage in the business of a service bureau, rendering programing, computer and other data
processing services, and to engage in the business of management consultants and in the business of rendering business marketing
and technical analysis in all phases of business operations, to and for all kinds of business enterprises.

 

To
build, purchase or otherwise acquire, lease, own, hold, use, improve, equip, maintain, mortgage or otherwise encumber, sell or
otherwise dispose of, convey, assign, and lease, factories, shops, offices, warehouses, buildings, and structures of every kind
and description.

 

To
engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

To
acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and
to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 

To
acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights,
trade-marks and trade names, relating to or useful in connection with any business of this corporation.

 

To
acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in
respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities,
obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or
by any foreign government, or by any state, territory, province, municipality or other political sub-division or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to
execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

 

 

To
borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable
or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon
by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether
at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation
for its corporate purposes.

 

To
purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ,
use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey,
lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets,
or any interest therein, wherever situated.

 

In
general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other
law of Delaware or by this certificate of incorporation together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

 

The
business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted
by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the business and purposes
specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

 

FOURTH.
The total number of shares of stock which the corporation shall have authority to issue is two million (2,000,000) and the par
value of each of such shares is One Cent (1(cent)), amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).

 

FIFTH.
The name and mailing address of each incorporator is as follows:

 

  NAME MAILING ADDRESS
     
  B. J. Consono 100 West Tenth Street Wilmington, Delaware
     
  F. J. Obara, Jr. 100 West Tenth Street Wilmington, Delaware
     
  A. D. Grier 100 West Tenth Street Wilmington, Delaware

 

SIXTH.
The corporation is to have perpetual existence.

 

SEVENTH.
In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

To
make, alter or repeal the by-laws of the corporation

 

To
authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

 

 

To
set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and
to abolish any such reserve in the manner in which it was created. By a majority of the whole board, to designate one or more
committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise
the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it; provided, however, the by-laws may provide that in the absence
or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified member.

 

When
and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power
given at a stockholders’ meeting duly called upon such notice as is required by statute, or when authorized by the written
consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all or Substantially
all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions
and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests
of the corporation.

 

EIGHTH.
Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between
this corporation and its stock holders or any class of them, any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions
of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of stockholders of this corporation,
as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise
or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the
said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class
of stockholders, of this corporation, as the case may be, and also on this corporation.

 

NINTH.
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation
may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may
be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not
be by written ballot unless the by-laws of the corporation shall so provide.

 

TENTH.
The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to
this reservation.

 

 

WE,
THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act
and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 25th day of February, 1969.

 

  /s/
B.J. Consono
   
  /s/
F.J. Obara, Jr.
   
  /s/
A.D. Grier

 

 

CERTIFICATE
OF AMENDMENT

OF

CERTIFICATE
OF INCORPORATION

OF

INTERNATIONAL
TIME SHARING SERVICES, INC.

BEFORE
PAYMENT OF CAPITAL

 

WE,
THE UNDERSIGNED, being all of the incorporators of INTERNATIONAL TIME SHARING SERVICES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST:
That Article “First” of the Certificate of Incorporation be and it hereby is amended to read as follows:

 

“First.
The name of the Corporation is TIME SHARING SERVICES, INC.”

 

SECOND:
That the corporation has not received any payment for any of its stock.

 

THIRD:
That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State
of Delaware.

 

IN
WITNESS WHEREOF, we have signed this certificate this 28th day of March, 1969.

 

  /s/
B.J. Consono
   
  /s/
F.J. Obara, Jr.
   
  /s/
A.D. Grier

 

 

CERTIFICATE
OF AMENDMENT

OF

CERTIFICATE
OF INCORPORATION

OF

TIME
SHARING SERVICES, INC.

 

TIME
SHARING SERVICES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

 

FIRST:
That the Board of Directors of said corporation at a meeting duly held, adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of said corporation:

 

RESOLVED:
that the Certificate of Incorporation of this corporation, as amended, be further amended by changing the Article thereof
numbered

 

“FIRST”
so that as amended, said Article shall be and read as follows:

 

“FIRST:
The name of the corporation is, TIME SHARING RESOURCES,INC.”

 

SECOND:
The aforesaid amendment has been approved by vote of the holders of a majority of the issued and outstanding stock entitled to
vote at a meeting of shareholders duly held pursuant to the provisions of Section 222 of the General Corporation Law of Delaware.

 

THIRD:
That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation
Law of Delaware.

 

FOURTH:
That the capital of said corporation will not be reduced under or by reason of said amendment.

 

IN
WITNESS WHEREOF, said TIME SHARING SERVICES, INC., caused its corporate seal to be hereunto affixed and this Certificate to be
signed by Joseph F. Hughes, its President, and attested by Joseph Kazmarick, its Secretary, this 27th day of day of May, 1969.

 

  TIME SHARING
SERVICES, INC.
     
  By /s/
Joseph F. Hughes
    Joseph F. Hughes, President

 

 

ATTEST:  
   
/s/
Joseph Kazmarick
 
Joseph Kazmarick, Secretary  

 

 

CERTIFICATE
OF AMENDMENT

OF

CERTIFICATE
OF INCORPORATION

 

TIME
SHARING RESOURCES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State
of Delaware,

 

DOES
HEREBY CERTIFY:

 

FIRST:
That at a meeting of the Board of Directors of TIME SHARING RESOURCES, INC. resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation to increase the authorized number of shares of Common Stock
from 2,000,000 to 4,000,000 and to create a class of Preferred Stock of 1,000,000 shares, declaring said amendment to be advisable
and calling a meeting of the stockholders of said corporation for consideration thereof.

 

SECOND:
That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was
duly called and held, upon notice in accordance with Sections 222 and 242 of the General Corporation Law of the State of Delaware,
at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD:
That Article “Fourth” of the Certificate of Incorporation be and it hereby is amended to read in its entirety as follows:

 

FOURTH:
(a) The total number of shares which the corporation shall have authority to issue is five million (5,000,000) shares divided
into classes as follows: four million (4,000,000) shares shall be Common Stock having a par value of One Cent (1 cent) per share
and one million (1,000,000) shares shall be Preferred Stock having a par value of One Dollar ($1.00) per share, having such voting
powers or no voting powers, designations, preferences and relative participating optional or other special rights, and qualifications,
limitations or restrictions thereof as may be fixed by resolution of the Board of Directors.

 

(b)
The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the preferred shares
in series, and by filing a certificate pursuant to the Delaware Corporation Law, to establish the number of shares to be included
in each such series, and to fix voting powers, designations, preferences and relative participating optional or other special
rights and qualifications, limitations or restrictions of the shares of each of such series. The authority of the Board with respect
to each series shall include, but not be limited to, determination of the following:

 

(a)
The number of shares constituting that series and the distinctive designation of that series;

 

(b)
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates;

 

(c)
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

 

(d)
Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors shall determine;

 

 

(e)
Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates;

 

(f)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation; and

 

(g)
Any other relative rights, preferences and limitations of that series.”

 

  TIME SHARING
RESOURCES, INC.
     
  By: /s/
Joseph F. Hughes
    Joseph F. Hughes,
    Chief Executive Officer & President

 

 

ATTEST:  
   
/s/
Joseph Kazmarick
 
Joseph
M. Kazmarick Secretary
 
   
[Corporate Seal]  
   
Dated: September 19,
1983
 

 

 

CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

TIME
SHARING RESOURCES, INC.

 

It
is hereby certified that:

 

1. The
name of the corporation (hereinafter called the “corporation”) is Time Sharing Resources, Inc.

 

2. The
certificate of incorporation of the corporation is hereby amended by striking of Article “FIRST” thereof and by substituting
in lieu of said Article the following new Article:

 

“FIRST:
The name of the corporation is: TSR, INC.”

 

3. The
amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.

 

Signed
and attested to on January 26, 1984.

 

  /s/
Joseph F. Hughes
  Joseph F. Hughes –
President

 

 

Attest:  
   
/s/
Joseph Kazmarick
 
Joseph M. Kazmarick,
Secretary
 

 

 

CERTIFICATE
OF AMENDMENT

OF

CERTIFICATE
OF INCORPORATION

OF

TSR,
INC.

 

 

Adopted
in accordance with the provisions of

Section
242 of the General Corporation

Law
of the State of Delaware

 

 

I,
Joseph H. Hughes, President and Chairman of the Board of TSR, INC., a Corporation existing under the laws of the State of Delaware,
do hereby certify as follows:

 

FIRST:
That the name of the Corporation is TSR, INC. (hereinafter called the “Corporation”).

 

SECOND:
That the Certificate of Incorporation of the Corporation has been amended as follows:

 

A. Article
FOURTH, Section A thereof shall be deleted in its entirety and replaced with the following:

 

“FOURTH:
A. The total number of shares which the Corporation shall have authority to issue is twenty-six million (26,000,000) shares,
of which twenty-five million (25,000,000) shares shall be common stock, having a par value of One Cent (1(cent)) per share,
and one million (1,000,000) shares shall be preferred stock, having a par value of One Dollar ($1.00) per share, having such
voting powers or no voting powers, designations, preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof as may be fixed by resolution of the Board of
Directors.”

 

B. The
following shall be added as the second paragraph under Article Fifth:

 

“Terms
of Directors. The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by the
Board of Directors. The Directors, shall be classified, with respect to the term for which they hold office, into three
classes, as nearly equal in number as possible. The initial Class III Director shall serve for a term expiring at the annual
meeting of stockholders to be held in 1998, the initial Class II Directors shall serve for a term expiring at the annual
meeting of stockholders to be held in 1999, and the initial Class I Directors shall serve for a term expiring at the annual
meeting of stockholders to be held in 2000. At each annual meeting of stockholders, the successor or successors of the class
of Directors whose term expires at that meeting shall be elected by a plurality of the votes cast at such meeting and shall
hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their
election. The Directors elected to each class shall hold office until their successors are duly elected and qualified or
until their earlier resignation or removal.”

 

 

C. The
following shall be added as the third paragraph under Article Fifth:

 

“Vacancies.
Any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in
size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely by
the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors.
Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class
of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall
have been duly elected and qualified or until his or her earlier resignation or removal.

 

When
the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased
or decreased number of Directors shall be apportioned so as to maintain each class as nearly equal in number as possible; provided,
however, that no decrease in the number of Directors shall shorten the term of any incumbent Director.”

 

D. The
following shall be added as a new paragraph at the end of Article Tenth:

 

“Amendment
of Certificate of Incorporation. The affirmative vote of not less than two-thirds of the voting stock eligible to be cast by holders
of voting stock, shall be required to amend or repeal the provisions of the second and third paragraphs of Article Fifth, this
last paragraph of Article Tenth, Article Eleventh or Article Twelfth of this Certificate of Incorporation.”

 

E. The
following shall be added as Article Eleventh:

 

“Stockholder
Action. Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of
stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken
or effected by a written consent of stockholders in lieu thereof.”

 

F. The
following shall be added as Article Twelfth of the Certificate:

 

“Amendment
of By-laws. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors.
In addition, the By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting
of stockholders called for such purpose, by the affirmative vote of at least two-thirds of the voting stock eligible to be cast
by holders of voting stock on such amendment or repeal; provided, however, that if the Board of Directors recommends that stockholders
approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative
vote of a majority of the voting stock present and entitled to vote on such amendment or repeal.”

 

THIRD:
The amendment of the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

 

 

IN
WITNESS WHEREOF, I have signed this certificate this 27 day of October, 1997.

 

  TSR, INC.
     
  By: /s/
Joseph H. Hughes
  Name:
Joseph H. Hughes
  Title: President
and Chairman of the Board

 

 

CERTIFICATE
OF AMENDMENT

TO
THE

CERTIFICATE
OF INCORPORATION
OF

TSR,
INC.

 

TSR,
Inc., a corporation organized and existing under the Laws of the State of Delaware (the “Corporation”), pursuant to
Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

 

1. The
name of the Corporation is TSR, Inc,

 

2. The
Certificate of Incorporation of the Corporation (under the name Time Sharing Resources, Inc.) was filed with the Secretary of
State of the State of Delaware on February 25, 1969. Certificates of Amendment were filed with the Secretary of the State of Delaware
on March 28, 1969, June 2, 1969. September 22, 1983, February 27, 1984, July 27, 1984 and October 29, 1997.

 

3. The
amendment of the Certificate of Incorporation set forth herein has been duly adopted by the Board of Directors of the Corporation
pursuant to Sections 141(0 and 242 of the DUCL and consent of the stockholders has been given in accordance with the provisions
of Section 242 of the DGCL.

 

4. The
Certificate of Incorporation is hereby amended by deleting Section A of Article Fourth, in its entirety and replacing such Section
with the following:

 

‘This
corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred
Stock,” The total number of shares which the corporation is authorized to issue is thirteen million (13,000.000) shares.
Twelve million five hundred thousand (12,500.000) shares shall he Common Stock, each having a par value of one cent ($0.01), Five
hundred thousand (500,000) shares shall be Preferred Stock, each having a par value of one dollar ($1.00). Effective as of 5:00p.m.,
Eastern time, on the date this Certificate of Amendment of the Article of Incorporation is filed with the Secretary of State of
the State of Delaware, each two shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding
shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one
share of Common Stock, par value $0.01 per share, of the Corporation; provided, however, that the Corporation shall issue no fractional
shares as a result of the actions set forth herein but shall instead pay to the holder of such fractional share a sum in cash
equal to such fraction multiplied by the closing sales price of the Corporation’s Common Stock as reported on the NASDAQ
Capital Market on the last business day before the date this Certificate Of Amendment of the Articles of Incorporation is filed
with the Secretary of State of the State of Delaware.”

 

IN
WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation and on behalf of the Corporation in the capacity
specified under the undersigned’s name, has duly executed this Certificate of. Amendment as of November 29, 2010.

 

  /s/
John Sharkey
  Name:
John Sharkey
  Title: Vice President, Finance

 

Exhibit
4.6

 

TSR,
INC.
2020 EQUITY INCENTIVE PLAN

 

1. Purpose;
Eligibility
.

 

1.1 General
Purpose
. The name of this plan is the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”). The purposes of
the Plan are to (a) enable TSR, Inc., a Delaware corporation (the “Company”), and any Affiliate to attract
and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b)
provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders of the Company;
and (c) promote the success of the Company’s business.

 

1.2 Eligible
Award Recipients
. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its
Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants
and Directors after the receipt of Awards.

 

1.3 Available
Awards
. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c)
Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based Awards.

 

2. Definitions.

 

Affiliate
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under
common control with, the Company.

 

Applicable
Laws”
 means the requirements related to or implicated by the administration of the Plan under applicable state
corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the
shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted
under the Plan.

 

Award
means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation
Right, a Restricted Award, a Performance Share Award, a Cash Award, or an Other Equity-Based Award.

 

Award
Agreement
” means a written agreement, contract, certificate or other instrument or document evidencing the terms and
conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

 

Beneficial
Owner
” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities
that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.

 

Board
means the Board of Directors of the Company, as constituted at any time.

 

Cash
Award
” means an Award denominated in cash that is granted under Section 10 of the Plan.

 

Cause
means:

 

with
respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:

 

 

(a)
if the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Cause, the definition contained therein; or

 

(b)
if no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest
to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material
fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely to bring the Company
or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct
with respect to the Company or an Affiliate; (iv) material violation of state or federal securities laws; or (v) material violation
of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment,
performance of illegal or unethical activities, and ethical misconduct.

 

The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.

 

Change
in Control
,” unless the applicable Award Agreement states otherwise or unless otherwise defined for purposes of an Award
in a written employment, services or other agreement between the Participant and the Company or an Affiliate, means:

 

(a)
One Person (or more than one Person acting as a group) acquires ownership of stock of the Company that, together with the stock
held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the
Company; provided, that, a Change in Control shall not occur if any Person (or more than one Person acting as a group) owns more
than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

 

(b)
One person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the
date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 50%
of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s); or

 

(c)
any other event determined to be a Change in Control by the Board.

 

Code
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.

 

Committee
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.

 

Common
Stock
” means the common stock, $0.01 par value per share, of the Company, or such other securities of the Company as
may be designated by the Committee from time to time in substitution thereof.

 

Company
means TSR, Inc. a Delaware corporation, and any successor thereto.

 

Consultant
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or
Director, and who may be offered securities registerable pursuant to a registration statement on Form S-8 under the Securities
Act.

 

Continuous
Service
” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant
or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant renders such service, provided that there
is no interruption or termination of the Participant’s Continuous Service; provided further that if any
Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A
of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute
an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military
leave or any other personal or family leave of absence. The Committee or its delegate, in its sole discretion, may determine whether
a Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result
in a termination of Continuous Service for purposes of affected Awards, and such decision shall be final, conclusive and binding.

 

 

Deferred
Stock Units
” or “DSUs” has the meaning set forth in Section 8.1(b) hereof.

 

Director
means a member of the Board.

 

Disability
means, unless the applicable Award Agreement states otherwise or unless otherwise defined for purposes of an Award in a written
employment, services or other agreement between the Participant and the Company or an Affiliate, that the Participant is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided,
however,
 for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term
Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual
has a Disability shall be determined under procedures established by the Committee unless such procedures for determination of
whether an individual has a Disability are otherwise set forth in a written employment, services or other agreement between the
Participant and the Company or an Affiliate. Except in situations where the Committee is determining Disability for purposes of
the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3) of the Code, the
Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability
plan maintained by the Company or any Affiliate in which a Participant participates.

 

Disqualifying
Disposition
” has the meaning set forth in Section 17.12.

 

Effective
Date”
 shall mean the date approved by the shareholders of the Company.

 

Employee
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for
purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a
parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

 

Exchange
Act
” means the Securities Exchange Act of 1934, as amended.

 

Fair
Market Value
” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, including without limitation, the New York Stock Exchange or the
Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported
the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination,
as reported in the Wall Street Journal. In the absence of an established market for the Common Stock, the Fair Market
Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

 

Fiscal
Year
” means the Company’s fiscal year.

 

Free
Standing Rights
” has the meaning set forth in Section 7.

 

Grant
Date
” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.

 

Incentive
Stock Option
” means an Option that is designated by the Committee as an incentive stock option within the meaning of
Section 422 of the Code and that meets the requirements set out in the Plan.

 

 

Non-Employee
Director
” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

 

Non-qualified
Stock Option
” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.

 

Officer
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

 

Option
means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.

 

Optionholder
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.

 

Option
Exercise Price
” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

 

Other
Equity-Based Award
” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, or Performance Share Award that is granted under Section 10 and is payable by delivery of Common Stock and/or which is measured
by reference to the value of Common Stock.

 

Participant
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.

 

Performance
Goals
” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon business criteria or other performance measures determined by the Committee in its discretion.

 

Performance
Period
” means the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance
Share Award or a Cash Award.

 

Performance
Share Award
” means any Award granted pursuant to Section 9 hereof.

 

Performance
Share
” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon the
performance of the Company during a Performance Period, as determined by the Committee.

 

Permitted
Transferee”
 means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships), any person sharing the Optionholder’s household (other
than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder)
own more than 50% of the voting interests; (b) third parties designated by the Committee in connection with a program established
and approved by the Committee pursuant to which Participants may receive a cash payment or other consideration in consideration
for the transfer of a Non-qualified Stock Option; and (c) such other transferees as may be permitted by the Committee in its sole
discretion.

 

Person
means a person as defined in Section 13(d)(3) of the Exchange Act.

 

Plan
means this TSR, Inc. 2020 Equity Incentive Plan, as amended and/or amended and restated from time to time.

 

Related
Rights
” has the meaning set forth in Section 7.

 

 

Restricted
Award
” means any Award granted pursuant to Section 8.

 

Restricted
Period
” has the meaning set forth in Section 8.

 

Rule
16b-3
” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to
time.

 

Securities
Act
” means the Securities Act of 1933, as amended.

 

Stock
Appreciation Right
” means the right pursuant to an Award granted under Section 7 to receive, upon exercise, an amount
payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied
by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the exercise
price specified in the Stock Appreciation Right Award Agreement.

 

Stock
for Stock Exchange
” has the meaning set forth in Section 6.4.

 

Substitute
Award
” has the meaning set forth in Section 4.8.

 

Ten
Percent Shareholder
” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

 

Total
Share Reserve
” has the meaning set forth in Section 4.1.

 

3. Administration.

 

3.1 Authority
of Committee
. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject
to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization
conferred by the Plan, the Committee shall have the authority:

 

(a)
to construe and interpret the Plan and apply its provisions;

 

(b)
to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

 

(c)
to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

 

(d)
to delegate its authority to one or more Officers of the Company with respect to Awards that do not involve “insiders”
within the meaning of Section 16 of the Exchange Act;

 

(e)
to determine when Awards are to be granted under the Plan and the applicable Grant Date;

 

(f)
from time to time to select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards
shall be granted;

 

(g)
to determine the number of shares of Common Stock to be made subject to each Award;

 

(h)
to determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;

 

(i)
to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;

 

 

(j)
to determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the Performance Goals, the Performance Period(s) and the number of Performance Shares earned by
a Participant;

 

(k)
to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to
an Award, such amendment shall also be subject to the Participant’s consent;

 

(l)
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;

 

(m)
to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event
that triggers anti-dilution adjustments;

 

(n)
to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; and

 

(o)
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.

 

The
Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if
the modification effects a repricing, stockholder approval shall be required before the repricing is effective.

 

3.2 Committee
Decisions Final
. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on
the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

 

3.3 Delegation.
The Committee or, if no Committee has been appointed, the Board may delegate administration of the Plan to a committee or committees
of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom
such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be
to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration
of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from,
appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant
to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board,
the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

 

3.4 Committee
Composition
. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors.
The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3.
However, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the
Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee
Directors. Within the scope of such authority, the Board or the Committee may delegate to a committee of one or more members of
the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section
16 of the Exchange Act. Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event
Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist solely of two or
more Non-Employee Directors.

 

 

3.5 Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s
fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement
has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction
of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in
the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained
of was unlawful; provided, however, that within 60 days after the institution of any such action, suit or proceeding,
such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit
or proceeding.

 

4. Shares
Subject to the Plan
.

 

4.1
Subject to adjustment in accordance with Section 14, no more than 200,000 shares of Common Stock shall be available for the grant
of Awards under the Plan (the “Total Share Reserve”). Any shares of Common Stock granted under the Plan in
connection with Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock Units, Restricted Stock Unites, Performance
Share Awards or Other Equity Compensation shall be counted against this limit as one (1) share for every one (1) Option or Stock
Appreciation Right awarded. During the terms of the Awards, the Company shall keep available at all times the number of shares
of Common Stock required to satisfy such Awards.

 

4.2
Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares reacquired by the Company in any manner.

 

4.3
Subject to adjustment in accordance with Section 14, no more than 200,000 shares of Common Stock may be issued in the aggregate
pursuant to the exercise of Incentive Stock Options (the “ISO Limit”).

 

4.4
The maximum number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any Director shall not exceed
50,000 shares of Common Stock.

 

4.5
No Participant shall be granted, in the aggregate during any calendar year, Awards covering more than a total of 50,000 shares
of Common Stock.

 

4.6
No Participant shall be granted, in the aggregate during the life of the Plan, Awards covering more than a total of 100,000 shares
of Common Stock.

 

4.7
Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full
number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Any shares of
Common Stock that again become available for future grants pursuant to this Section 4.7 shall be added back as one (1) share if
such shares were subject to Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units,
Performance Share Awards or Other Equity Based Awards and as two (2) shares if such shares were subject to other Awards. Notwithstanding
anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance
or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by
the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other
Awards that were not issued upon the settlement of the Award.

 

4.8
Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in
connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options
shall be counted against the ISO Limit. Subject to applicable stock exchange requirements, available shares under a stockholder-approved
plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted
to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Limit.

 

 

5. Eligibility.

 

5.1 Eligibility
for Specific Awards
. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may
be granted to Employees, Consultants, Directors and those individuals whom the Committee determines are reasonably expected to
become Employees, Consultants and Directors following the Grant Date.

 

5.2 Ten
Percent Shareholders
. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise
Price is at least 110% of the Fair Market Value of the Common Stock on the Grant Date and the Option is not exercisable after
the expiration of five years from the Grant Date.

 

6. Option
Provisions
. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject
to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement. All 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 an Option designated as an Incentive Stock Option fails to qualify as such at any time or if
an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options
need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:

 

6.1 Term.
Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after
the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be determined
by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration of 10
years from the Grant Date.

 

6.2 Exercise
Price of an Incentive Stock Option
. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, the Option
Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject
to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise
Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code.

 

6.3 Exercise
Price of a Non-qualified Stock Option
. The Option Exercise Price of each Non-qualified Stock Option shall be not less than
100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified
Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of
the Code.

 

6.4 Consideration.
The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion
of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by delivery to the
Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal
to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby
the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of
attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the
difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock
for Stock Exchange
”); (ii) a “cashless” exercise program established with a broker; (iii) by reduction in
the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the
aggregate Option Exercise Price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other
form of legal consideration that may be acceptable to the Committee. Unless otherwise specifically provided in the Option, the
exercise price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Company of other
Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company
that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded
(i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by a Director or
Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the
Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect
to any Award under this Plan.

 

 

6.5 Transferability
of an Incentive Stock Option
. An Incentive Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

 

6.6 Transferability
of a Non-qualified Stock Option
. A Non-qualified Stock Option may, in the sole discretion of the Committee, be transferable
to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the Non-qualified
Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise
the Option.

 

6.7 Vesting
of Options
. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which
may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options
may vary. No Option may be exercised for a fraction of a share of Common Stock. 

 

6.8 Termination
of Continuous Service
. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have
been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s
death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise
such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months
following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set
forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause,
all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination,
the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.

 

6.9 Extension
of Termination Date
. An Optionholder’s Award Agreement may also provide that if the exercise of the Option following
the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities
law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on the earlier of
(a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after termination
of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the
Option would be in violation of such registration or other securities law requirements.

 

 

6.10 Disability
of Optionholder
. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time
ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as
set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time
specified herein or in the Award Agreement, the Option shall terminate.

 

6.11 Death
of Optionholder
. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right
to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s
death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration
of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Award Agreement, the Option shall terminate.

 

6.12 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 Optionholder during any calendar
year (under all plans of the Company and its Affiliates) exceeds $100,000, the 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. Stock
Appreciation Rights
. Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock
Appreciation Right so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not
inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone
(“Free Standing Rights”) or in tandem with an Option granted under the Plan (“Related Rights”).

 

7.1 Grant
Requirements for Related Rights
. Any Related Right that relates to a Non-qualified Stock Option may be granted at the
same time the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right
that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted. 

 

7.2 Term. The
term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee; provided, however,
no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.

 

7.3 Vesting. Each
Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times when it may
be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. No
Stock Appreciation Right may be exercised for a fraction of a share of Common Stock.

 

7.4 Exercise
and Payment
. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company an
amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied
by the excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii) the exercise
price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation
Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions
as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination
thereof, as determined by the Committee.

 

7.5 Exercise
Price
. The exercise price of a Free Standing Right shall be determined by the Committee, but shall not be less than 100%
of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right granted
simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have
the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option,
and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation
Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation
Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may be granted in tandem
with an Option unless the Committee determines that the requirements of Section 7.1 are satisfied.

 

 

7.6 Reduction
in the Underlying Option Shares
. Upon any exercise of a Related Right, the number of shares of Common Stock for which
any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been
exercised. The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise
of any related Option by the number of shares of Common Stock for which such Option has been exercised.

 

8. Restricted
Awards. 
A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical
Common Stock units (“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical
number of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred
or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation
or for any other purpose for such period (the “Restricted Period”) as the Committee shall determine. Each Restricted
Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the
conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the
applicable Award Agreement.

 

8.1 Restricted
Stock and Restricted Stock Units
.

 

(a)
Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A)
an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock
and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth
in the Award, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including
the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and
stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and
interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the
Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted
Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of
restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

 

(b)
The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the
payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
The Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting
date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”).
At the discretion of the Committee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock)
may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock
(“Dividend Equivalents”). Dividend Equivalents shall be paid currently (and in no case later than the end of
the calendar year in which the dividend is paid to the holders of the Common Stock or, if later, the 15th day of the third month
following the date the dividend is paid to holders of the Common Stock).

 

 

8.2 Restrictions.

 

(a)
Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted
Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement
is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions
on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the
applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect to such shares shall terminate without further
obligation on the part of the Company.

 

(b)
Restricted Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration
of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the
applicable Award Agreement, and to the extent such Restricted Stock Units or Deferred Stock Units are forfeited, all rights of
the Participant to such Restricted Stock Units or Deferred Stock Units shall terminate without further obligation on the part
of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

 

(c)
The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock, Restricted Stock Units
and Deferred Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances
arising after the date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, such action is appropriate.

 

8.3 Restricted
Period
. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time
or times set forth on a schedule established by the Committee in the applicable Award Agreement. No Restricted Award may be granted
or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration
of vesting in the terms of any Award Agreement upon the occurrence of a specified event. 

 

8.4 Delivery
of Restricted Stock and Settlement of Restricted Stock Units
. Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in Section 8.2 and the applicable Award Agreement shall be of no
further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement
is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the stock
certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted
Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account
with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with respect
to any outstanding Restricted Stock Units, or at the expiration of the deferral period with respect to any outstanding Deferred
Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock
for each such outstanding vested Restricted Stock Unit or Deferred Stock Unit (“Vested Unit”) and cash equal
to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 8.1(b) hereof and the interest
thereon or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents
and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award Agreement,
the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares
of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment
shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed in the case of
Restricted Stock Units, or the delivery date in the case of Deferred Stock Units, with respect to each Vested Unit.

 

8.5 Stock
Restrictions
. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form
as the Company deems appropriate.

 

9. Performance
Share Awards. 
Each Performance Share Award granted under the Plan shall be evidenced by an Award Agreement. Each Performance
Share Award so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. The Committee shall have the discretion to determine: (i)
the number of shares of Common Stock or stock-denominated units subject to a Performance Share Award granted to any Participant;
(ii) the Performance Period applicable to any Award; (iii) the conditions that must be satisfied for a Participant to earn an
Award; and (iv) the other terms, conditions and restrictions of the Award.

 

 

9.1 Earning
Performance Share Awards
. The number of Performance Shares earned by a Participant will depend on the extent to which
the performance goals established by the Committee are attained within the applicable Performance Period, as determined by the
Committee.

 

10. Other
Equity-Based Awards and Cash Awards
. The Committee may grant Other Equity-Based Awards, either alone or in tandem with
other Awards, in such amounts and subject to such conditions as the Committee shall determine in its sole discretion. Each Equity-Based
Award shall be evidenced by an Award Agreement and shall be subject to such conditions, not inconsistent with the Plan, as may
be reflected in the applicable Award Agreement. The Committee may grant Cash Awards in such amounts and subject to such Performance
Goals, other vesting conditions, and such other terms as the Committee determines in its discretion. Cash Awards shall be evidenced
in such form as the Committee may determine.

 

11. Securities
Law Compliance
. Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder unless
and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with
to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and
delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require.
The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided,
however
, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any
Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from
any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and
sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock
upon exercise of such Awards unless and until such authority is obtained.

 

12. Use
of Proceeds from Stock
. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.

 

13. Miscellaneous.

 

13.1 Acceleration
of Exercisability and Vesting
. The Committee shall have the power to accelerate the time at which an Award may first be exercised
or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Award stating the time at which it may first be exercised or the time during which it will vest.

 

13.2 Stockholder
Rights
. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant
has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is
prior to the date such Common Stock certificate is issued, except as provided in Section 14 hereof.

 

13.3 No
Employment or Other Service Rights
. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall
confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the
Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with
or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the
case may be.

 

13.4 Transfer;
Approved Leave of Absence
. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result
from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate
to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company,
if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the extent
inconsistent with Section 409A of the Code if the applicable Award is subject thereto.

 

 

13.5 Withholding
Obligations
. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common
Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation
paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company
to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with
a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned
and unencumbered shares of Common Stock of the Company.

 

14. Adjustments
Upon Changes in Stock
. In the event of changes in the outstanding Common Stock or in the capital structure of the Company
by reason of any stock or extraordinary cash dividend, rights offer, stock split, reverse stock split, an extraordinary corporate
transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change
in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise
price of Options and Stock Appreciation Rights, the Performance Goals to which Performance Share Awards and Cash Awards are subject,
the maximum number of shares of Common Stock subject to all Awards stated in Section 4 will be equitably adjusted or substituted,
as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 14, unless the Committee
specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in
the case of Incentive Stock Options, ensure that any adjustments under this Section 14 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified
Stock Options, ensure that any adjustments under this Section 14 will not constitute a modification of such Non-qualified Stock
Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 14 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant
notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

 

15. Effect
of Change in Control
. Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:

 

(a)
In the event of a Change in Control, all outstanding Awards shall become immediately exercisable, if applicable, with respect
to 100% of the shares subject to such Award, and/or, if applicable, the Restricted Period shall expire immediately with respect
to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units.

 

(b)
With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Performance Periods
in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change and the Committee
shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon
such audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable
Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee’s
determination of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable “target”
levels of performance have been attained, or on such other basis determined by the Committee.

 

To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in
a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to
the shares of Common Stock subject to their Awards.

 

 

In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice
to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the
Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the
case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change
in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

 

The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Affiliates, taken as a whole.

 

16. Amendment
of the Plan and Awards
.

 

16.1 Amendment
of Plan
. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section
14 relating to adjustments upon changes in Common Stock and Section 16.3, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary to satisfy any Applicable Laws. At the time of such
amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on stockholder approval.

 

16.2 Stockholder
Approval
. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval. 

 

16.3 Contemplated
Amendments
. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions
of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation
provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

 

16.4 No
Impairment of Rights
. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

 

16.5 Amendment
of Awards
. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided,
however
, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under
any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

 

17. General
Provisions
.

 

17.1 Forfeiture
Events
. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition
to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation,
confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant,
a termination of the Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates.

 

17.2 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).

 

 

17.3 Other
Compensation Arrangements
. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.

 

17.4 Sub-Plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax or other laws
of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other
terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan,
but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

 

17.5 Deferral
of Awards
. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity
to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under
an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Committee deems advisable for the administration of any such deferral program.

 

17.6 Unfunded
Plan
. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special
or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

 

17.7 Recapitalizations.
Each Award Agreement shall contain provisions required to reflect the provisions of Section 14.

 

17.8 Delivery.
Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of
this Plan, 30 days shall be considered a reasonable period of time.

 

17.9 No
Fractional Shares
. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall
determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares
of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

 

17.10 Other
Provisions
. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan,
including, without limitation, restrictions upon the exercise of Awards, as the Committee may deem advisable.

 

17.11 Section
409A
. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the
maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the
Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would
otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately
following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the
six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of
any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will
have any liability to any Participant for such tax or penalty.

 

17.12 Disqualifying
Dispositions
. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or
any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date
of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such
Incentive Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise the Company
in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

 

 

17.13 Section
16
. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements
of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule
16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under
Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed
in this Section 17.13, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

 

17.14 Beneficiary
Designation
. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right
under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations
by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the
Participant in writing with the Company during the Participant’s lifetime. 

 

17.15 Other
Benefits
. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose
of computing such Participant’s compensation under any compensation-based retirement, disability, or similar plan of the
Company unless required by law or otherwise provided by such other plan.

 

17.16 Expenses.
The costs of administering the Plan shall be paid by the Company.

 

17.17 Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole
or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby.

 

17.18 Plan
Headings
. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction
of the provisions hereof.

 

17.19 Non-Uniform
Treatment
. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee
shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform
and selective Award Agreements.

 

18. Effective
Date of Plan
. The Plan shall become effective as of the Effective Date.

 

19. Termination
or Suspension of the Plan
. The Plan shall terminate automatically on the ten year anniversary of the Effective Date. No Award
shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may
suspend or terminate the Plan at any earlier date pursuant to Section 16.1 hereof. No Awards may be granted under the Plan while
the Plan is suspended or after it is terminated.

 

20. Choice
of Law
. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation
of this Plan, without regard to such state’s conflict of law rules.

 

As
adopted by the Board of Directors of TSR, Inc. on October 12, 2020.

 

As
approved by the stockholders of TSR, Inc. on November 19, 2020.

 

EXHIBIT
5.1

 

  Squire Patton Boggs
(US) LLP
1 E. Washington St. Suite 2700
Phoenix, Arizona 85004
     
   

O    
  +1 602 528 4000

F        +1
602 253 8129

squirepattonboggs.com

 

December
18, 2020

 

TSR,
Inc.

400
Oser Avenue

Hauppauge,
New York 11788

 

Re: Registration
Statement on Form S-8

 

Ladies
and Gentlemen:

 

We
have acted as counsel to TSR, Inc., a Delaware corporation (the “Company”), in connection with the preparation and
filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”),
relating to the registration of 200,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”)
reserved for issuance pursuant to the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”).

 

As
such counsel and for purposes of our opinion set forth below, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of (a) the Plan and (b) such other instruments and documents and matters of fact or law as we have deemed
necessary for the purpose of rendering the opinion set forth herein.

 

In
such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification:
(i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted
to us, (ii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments,
corporate records, certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements,
instruments, corporate records, certificates and other documents submitted to us as originals, (iv) that all agreements, instruments,
corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic
or other copies conform to authentic originals thereof, and that such originals are authentic and complete, (v) the due authorization,
execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto (other than the
Company), (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives
of the Company and other persons on which we have relied for the purposes of this opinion set forth below are true and correct,
and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of
fact material to the opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without
independent investigation) upon representations and certificates or comparable documents of officers and representatives of the
Company.

 

 

 

 

TSR, Inc. Squire Patton Boggs (US) LLP
December 18, 2020  
Page 2  

 

 

Based
upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we
are of the opinion that the Shares have been duly authorized by the Company and, when issued or sold in accordance with the Registration
Statement and in accordance with the Plan and the applicable award agreements thereunder, will be validly issued, fully paid,
and nonassessable.

 

Without
limiting any of the other limitations, exceptions, and qualifications stated elsewhere herein, we express no opinion with regard
to the applicability or effect of the law of any jurisdiction other than the Delaware General Corporation Law as in effect as
of the date of this letter.

 

This
opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that
is not explicitly stated herein from any matter addressed in this opinion letter. This opinion is given as of the effective date
of the Registration Statement, and we assume no obligation to update or supplement the opinions contained herein to reflect any
facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

 

We
consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.

 

Very
truly yours,
   
  /s/
Squire Patton Boggs (US) LLP

 

 

Exhibit
23.2

 

Consent
of Independent Registered Public Accounting Firm

 

We
consent to the incorporation by reference in the Registration Statement on Form S-8 of TSR, Inc. of our report dated August 17,
2020 on our audits of the consolidated financial statements of TSR, Inc. as of May 31, 2020 and 2019, and for the years then ended,
which report is included in the Annual Report on Form 10-K of TSR, Inc. for the year ended May 31, 2020.

 

 

Jericho,
New York

December
18, 2020

 



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