Intellicheck, Inc.

Changes in Stock. If (i) the number of outstanding shares of stock is increased or decreased or the shares of stock are changed into or exchanged for a different number or kind of shares or other securities of Intellicheck on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by Intellicheck occurring after the effective date, or (ii) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by Intellicheck, the number and kinds of shares for which grants of awards may be made under the 2025 Plan will be equitably adjusted by Intellicheck, subject to applicable law. In addition, in the event of any such increase or decrease, change or exchange, or other transaction described in clause (ii) above, the number and kind of shares for which awards are outstanding and the option price per share of outstanding options and SAR exercise price per share of outstanding SARs will be equitably adjusted, subject to applicable law.

Effect of Certain Transactions. Except as otherwise provided in an award agreement and subject to the 2025 Plan, in the event of a corporate transaction, the 2025 Plan and the awards issued thereunder will continue in effect in accordance with their respective terms, except that following a corporate transaction either (i) each outstanding award will be treated as provided for in the agreement entered into in connection with the corporate transaction or (ii) if not so provided in such agreement, each grantee will be entitled to receive in respect of each share of common stock subject to any outstanding awards, upon exercise or payment or transfer in respect of any award, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of common stock was entitled to receive in the corporate transaction in respect of a share of common stock. Unless otherwise determined by the committee, such stock, securities, cash, property or other consideration will remain subject to all of the conditions, restrictions and performance criteria which were applicable to the awards prior to such corporate transaction. Without limiting the generality of the foregoing, the treatment of outstanding options and SARs pursuant to the 2025 Plan in connection with a corporate transaction in which the consideration paid or distributed to Intellicheck’s stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include the cancellation of outstanding options and SARs upon consummation of the corporate transaction as long as, at the election of the committee, (i) the holders of affected options and SARs have been given a period of at least fifteen days prior to the date of the consummation of the corporate transaction to exercise the options or SARs (to the extent otherwise exercisable) or (ii) the holders of the affected options and SARs are paid (in cash or cash equivalents) in respect of each share covered by the option or SAR being canceled in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the corporate transaction (the value of any non-cash consideration to be determined by the committee in its sole discretion) over the option price or SAR exercise price, as applicable. For this purpose, “corporate transaction” means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all of Intellicheck’s assets, or the acquisition of assets or stock of another entity by Intellicheck, or other corporate transaction involving Intellicheck or any of its subsidiaries.

Change in Control. For awards granted to non-employee directors, except as may otherwise be provided in the applicable award agreement, upon a change in control all outstanding awards that may be exercised will become fully exercisable, all restrictions with respect to outstanding awards will lapse and become vested and non-forfeitable, and any specified performance goals with respect to outstanding awards will be deemed to be satisfied at target.

For awards granted to any other service providers, except as may otherwise be provided in the applicable award agreement, either of the following provisions will apply, depending on whether, and the extent to which, awards are assumed, converted or replaced by the resulting entity in a change in control:

(i) To the extent such awards are not assumed, converted or replaced by the resulting entity in the change in control, then upon the change in control such outstanding awards that may be exercised will become fully exercisable, all restrictions with respect to such outstanding awards, other than for performance-based awards, will lapse and become vested and non-forfeitable, and for any outstanding performance-based awards the target payout opportunities attainable under such awards will be deemed to have been fully earned as of the change in control based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of Intellicheck’s fiscal quarter end preceding the change in control and, in each case, the performance-based award will become vested pro rata based on the portion of the applicable performance period completed through the date of the change in control.

(ii) To the extent such awards are assumed, converted or replaced by the resulting entity in the change in control, if, within two years after the date of the change in control, the service provider has a separation from service either (1) by Intellicheck other than for “cause” or (2) by the service provider for “good reason” (each as defined in the applicable award agreement), then such outstanding awards that may be exercised will become fully exercisable, all restrictions with respect to such outstanding awards, other than for performance-based awards, will lapse and become vested and non-forfeitable, and for any outstanding performance-based awards the target payout opportunities attainable under such awards will be deemed to have been fully earned as of the separation from service based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of Intellicheck’s fiscal quarter end preceding the change in control and, in each case, the performance-based awards will become vested pro rata based on the portion of the applicable performance period completed through the date of the separation from service.

For this purpose, “change in control” means a “change in control event” with respect to Intellicheck within the meaning of Treasury Regulation 1.409A-3(i)(5).

Adjustments. Adjustments for purposes of changes in capitalization pursuant to the 2025 Plan related to shares of stock or securities of Intellicheck will be made by the Board of Directors, whose determination in that respect will be final, binding and conclusive. No fractional shares or other securities will be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment will be eliminated in each case by rounding downward to the nearest whole share.