On July 21, 2017, the board of directors of Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation of 5,000,000 shares of common stock for issuance pursuant to
awards granted thereunder.
It is the intent of the Company that Options and stock appreciation rights
granted to Covered Employees and other Incentive
Awards designated as Incentive
Awards to Covered Employees subject to Section 8 shall constitute qualified «performance - based compensation» within the meaning of Code Section 162 (m) and regulations
thereunder, unless otherwise determined by the Committee at the time of allocation of an Incentive
Award.