Exhibit 10.17


 


TRANSFIX, INC.


 


2019 STOCK PLAN


 


1.               Purposes
of the Plan; Only Accredited Investors Eligible for Grants. The purposes of this 2019 Stock Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants who
are eligible to receive grants hereunder in accordance with Section 5 of the Plan, and to promote the success of the Company’s
business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator
at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated
thereunder. Restricted Stock and other Stock Awards may also be granted under the Plan.


 


NOTE: Notwithstanding
any other provision herein, Awards may be granted under the Plan only to Employees and Consultants who the Administrator believes are
 “accredited investors” (within the meaning of Rule 501 promulgated under the Securities Act) on the date of grant of
the Award.


 


		2.	Definitions. As used herein, the following definitions shall apply:



 


		(a)	“Administrator” means the Board or a Committee.



 


(b)            “Affiliate”
means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity
and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.


 


(c)            “Applicable
Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S.
federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country
or jurisdiction where Awards are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations
shall be in effect from time to time.


 


		(d)	“Award” means any award of an Option or a Stock Award under the Plan.



 


		(e)	“Board” means the Board of Directors of the Company.



 


(f)             “Cashless
Exercise” means a program approved by the Administrator in which payment of the Option exercise price or tax withholding
obligations or other required deductions may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery
of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of such amount.


 






     


     


    

 


(g)            “Cause” for
termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable
Option Agreement, Stock Award Agreement, employment agreement or other applicable written agreement) if the
Participant’s Continuous Service Status is terminated for any of the following reasons: (i) any material breach by
Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such
breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the
Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent
unsatisfactory performance of Participant’s duties and Participant’s failure to cure such condition within 30 days after
receiving written notice thereof; (iv) Participant’s repeated failure to follow reasonable and lawful instructions from
the Board or Chief Executive Officer and Participant’s failure to cure such condition within 30 days after receiving written
notice thereof; (v) Participant’s conviction of, or plea of guilty or nolo contendre to, any crime that results in, or is
reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s
commission of or participation in an act of fraud against the Company; (vii) Participant’s intentional material damage to
the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any
proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of
nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without
 “Cause” does not include any termination that occurs as a result of Participant’s death or disability. The
determination as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in good
faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the
Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term
 “Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if
appropriate.


 


(h)            “Change
of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity
(as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company
with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation
of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of all of the Company’s then outstanding voting securities.


 


Notwithstanding the foregoing,
a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation,
(B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s
securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s
Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the
Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least
a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately
after such transaction.


 


		(i)	“Code” means the Internal Revenue Code of 1986, as amended.



 






     


     


    

 


(j)             “Committee”
means one or more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater
number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the
Board) appointed by the Board to administer the Plan in accordance with Section 4 below.


 


(k)            “Common Stock” means
the Company’s common stock, par value$ 0.001 per share, as adjusted pursuant to Section 10 below.


 


 (l)             “Company” means Transfix, Inc., a Delaware corporation.




 


(m)           “Consultant”
means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to the Company, or any
Parent, Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.


 


(n)            “Continuous
Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved
sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company, provided that, if an Employee
is holding an Incentive Stock Option and such leave exceeds 3 months then, for purposes of Incentive Stock Option status only, such Employee’s
service as an Employee shall be deemed terminated on the 1st day following such 3-month period and the Incentive Stock Option shall thereafter
automatically become a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave
is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service Status
as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company
or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee
to a Consultant or from a Consultant to an Employee.


 


 (o)            “Director” means a member of the Board.




 


(p)            “Disability” means
 “disability” within the meaning of Section 22(e)(3) of the Code.


 


(q)            “Employee” means
any person employed by the Company, or any Parent,Subsidiary or Affiliate, with the status of employment determined pursuant to
such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws,
including the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute
 “employment” of such director by the Company or any Parent, Subsidiary or Affiliate.


 


(r)             “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 






     


     


    

 


(s)            “Fair
Market Value” means, as of any date, the per share fair market value of the Common Stock, as determined by the Administrator
in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination
of Fair Market Value shall be based upon the per share closing price for the Shares as reported in The Wall Street Journal for
the applicable date.


 


(t)             “Family
Members” means any 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)
of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons
(or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.


 


(u)            “Incentive
Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(v)            “Involuntary
Termination” means (unless another definition is provided in the applicable Option Agreement, Stock Award Agreement, employment
agreement or other applicable written agreement) the termination of a Participant’s Continuous Service Status other than for (i) death,
(ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate.


 


(w)            “Listed
Security” means any security of the Company that is listed or approved for listing on a national securities exchange or
designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry
Regulatory Authority (or any successor thereto).


 


(x)            “Nonstatutory
Stock Option” means an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.


 


		(y)	“Option” means a stock option granted pursuant to the Plan.



 


(z)             “Option
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement,
including, but not limited to, a notice of stock option grant and a form of exercise notice.


 


(aa)         “Option Exchange
Program” means a program approved by the Administrator whereby outstanding Options (i) are exchanged for Options with
a lower exercise price, Stock Awards, cash or other property or (ii) are amended to decrease the exercise price as a result of a
decline in the Fair Market Value.


 


(bb)         “Optioned Stock”
means Shares that are subject to an Option or that were issued pursuant to the exercise of an Option.


 






     


     


    

 


(cc)          “Optionee”
means an Employee or Consultant who receives an Option.


 


(dd)         “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant
of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such date.


 


(ee)          “Participant”
means any holder of one or more Awards or Shares issued pursuant to an Award.


 


(ff)           “Plan”
means this 2019 Stock Plan.


 


(gg)         “Restricted
Stock” means Shares acquired pursuant to a right to purchase or receive Common Stock granted pursuant to Section 8
below.


 


(hh)         “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.


 


(ii)            “Securities
Act” means the Securities Act of 1933, as amended.


 


(jj)            “Share”
means a share of Common Stock, as adjusted in accordance with Section 10 below.


 


(kk)          “Stock Award”
means an award granted under Section 8 below. A Stock Award may include: (i) Restricted Stock, stock bonuses, performance
stock, stock units, phantom stock, dividend equivalents, or similar rights to purchase or acquire shares of Common Stock, whether at a
fixed or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction
of performance criteria or other conditions, or any combination thereof; or (ii) any similar securities with a value derived from
the value of or related to the Common Stock and/or returns thereon.


 


(ll)           “Stock Award
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of Restricted Stock or any other Stock Award granted under the Plan, and includes any documents attached to such
agreement.


 


(mm)       “Stock Exchange”
means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given
time.


 


(nn)         “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of
grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the
status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 






     


     


    

 


(oo)         “Ten Percent
Holder” means a person who owns stock representing more than 10% of the voting power of all classes of stock of the Company
or any Parent or Subsidiary measured as of an Award’s date of grant.


 


3.              Stock
Subject to the Plan. Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be issued
under the Plan is 5,820,972 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. The Shares issued
under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable for any reason
without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unissued Shares that were subject
thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards.
In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price
for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available
under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure
to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including, without limitation,
upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status)
shall again be available for future grant under the Plan. Notwithstanding the foregoing, subject to the provisions of Section 10
below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options
exceed the number set forth in the first sentence of this Section 3 plus, to the extent allowable under Section 422 of the Code
and the Treasury Regulations promulgated there under, any Shares that again become available for issuance pursuant to the remaining provisions
of this Section 3.


 


		4.	Administration of the Plan.



 


(a)             General.
The Plan shall be administered by the Board, a Committee appointed by the Board, or any combination thereof, as determined by the
Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted
by Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants
(who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board.


 


(b)            Committee
Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint
additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however
caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the
case of a Committee administering the Plan in accordance with the requirements of Rule 16b3 or Section 162(m) of the Code,
to the extent permitted or required by such provisions.


 






     


     


    

 


(c)             Powers
of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by
the Board to such Committee, the Administrator shall have the authority, in its sole discretion:


 


(i)              to
determine the Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be applied consistently
with respect to Participants under the Plan;


 


(ii)             to
select the Employees and Consultants to whom Awards may from time to time be granted;


 


 (iii)            to determine the number of Shares to be covered by each Award;




 


(iv)            to
approve the form(s) of agreement(s) and other related documents used under the Plan;


 


(v)             to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions
include but are not limited to any applicable exercise or purchase price, the time or times when Awards may vest and/or be exercised (which
may be based on performance criteria, or a determination that the Award is fully vested and/or exercisable at grant), the circumstances
(if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award,
Optioned Stock, or Restricted Stock;


 


(vi)            to
amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock or other Shares issued pursuant to an Award,
including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing
services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant
without his or her consent;


 


(vii)           to
determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common
Stock;


 


(viii)          subject
to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without
consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and
adversely affect the rights of any Participant shall be made without his or her consent;


 


(ix)             to
approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement
or Stock Award Agreement or any agreement related to any Optioned Stock or Restricted Stock or other Shares issued pursuant to an
Award held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the
Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the
terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and


 






     


     


    

 


(x)              to
construe and interpret the terms of the Plan, any Option Agreement or Stock Award Agreement, and any agreement related to any Optioned
Stock or Restricted Stock or other Shares issued pursuant to an Award, which constructions, interpretations and decisions shall be final
and binding on all Participants.


 


(d)           Indemnification. To
the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or
of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures
to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or
proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may
have to indemnify or hold harmless each such person.


 


		5.	Eligibility.



 


(a)           Recipients
of Grants. In addition to the eligibility requirements set forth in Section 1 hereof, Nonstatutory Stock Options and Stock
Awards may be granted to Employees and Consultants, and Incentive Stock Options may be granted only to Employees, provided that Employees
of Affiliates shall not be eligible to receive Incentive Stock Options.


 


(b)           Type
of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.


 


(c)           ISO
$100,000 Limitation. Notwithstanding any designation under Section 5(b) above, to the extent that the aggregate
Fair Market Value of Shares with respect to which options designated as incentive stock options are exercisable for the first time
by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
options shall be treated as nonstatutory stock options. For purposes of this Section 5(c), incentive stock options shall be
taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an incentive stock
option shall be determined as of the date of the grant of such option.


 


(d)           No
Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to
continuation of an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere
in any way with such Employee’s or Consultant’s right or the Company’s (Parent’s, Subsidiary’s or
Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.


 






     


     


    

 


6.              Term
of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of 10 years unless
sooner terminated under Section 14 below.


 


		7.	Options.



 


(a)             Term
of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than
10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in
the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option
shall be 5 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.


 


		(b)	Option Exercise Price and Consideration.



 


(i)              Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is
determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:


 


		(1)	In the case of an Incentive Stock Option



 


a.             granted
to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market
Value on the date of grant;


 


b.             granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value on the date of grant;


 


(2)            Except
as provided in subsection (3) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price
as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the
date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; and


 


(3)            Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate
transaction.


 






     


     


    

 


(ii)             Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by
Applicable Laws, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to
the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest,
security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of
Section 152 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned
Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the
Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under
Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit
the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of
any Option exercise.


 


		(c)	Exercise of Option.



 


		(i)	General.



 


(1)           Exercisability.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent
with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect
to the Company, and Parent, Subsidiary or Affiliate, and/or the Optionee.


 


(2)           Leave
of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the vesting of Options
shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of Options shall continue
during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the
foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s
returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services
Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have
applied had the Optionee continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout
the leave on the same terms as he or she was providing services immediately prior to such leave.


 


(3)           Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option
be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number
of Shares as to which the Option is then exercisable.


 


(4)           Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by
the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy,
any applicable taxes, withholding, required deductions or other required payments in accordance with Section 9 below. The
exercise of an Option shall result in a decrease in the number of Shares that thereafter may be available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


 






     


     


    

 


(5)            Rights
as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital
stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock is issued, except as provided in Section 10 below.


 


(ii)             Termination
of Continuous Service Status. The Administrator shall establish and set forth in the applicable Option Agreement the terms and
conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status,
which provisions may be waived or modified by the Administrator at any time. To the extent that an Option Agreement does not specify the
terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following
provisions shall apply:


 


(1)            General
Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled
within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall
revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement
(and subject to this Section 7).


 


(2)            Termination
other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status
other than under the circumstances set forth in the subsections (3) through (5) below, such Optionee may exercise any outstanding
Option at any time within 3 months following such termination to the extent the Optionee is vested in the Optioned Stock.


 


(3)            Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability,
such Optionee may exercise any outstanding Option at any time within 12 months following such termination to the extent the Optionee is
vested in the Optioned Stock.


 


(4)            Death
of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of
any outstanding Option, or within 3 months following termination of the Optionee’s Continuous Service Status, the Option may be
exercised by any beneficiaries designated in accordance with Section 16 below, or if there are no such beneficiaries, by the Optionee’s
estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 12 months following
the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.


 






     


     


    

 


(5)            Termination
for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option
(including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first
notification to the Optionee of termination of the Optionee’s Continuous Service Status for Cause. If an Optionee’s
Continuous Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be
terminated for Cause, all the Optionee’s rights under any Option, including the right to exercise the Option, shall be
suspended during the investigation period. Nothing in this Section 7(c)(ii)(5) shall in any way limit the Company’s
right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.


 


(iii)           Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under
the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such
offer is made.


 


		8.	Stock Awards.



 


(a)             Rights
to Purchase Restricted Stock. When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall
advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable
Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration
for Restricted Stock shall be determined by the Administrator and shall be the same as is set forth in Section 7(b)(ii) above
with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of a Stock Award Agreement in the form
determined by the Administrator.


 


		(b)	Repurchase Option for Restricted Stock.



 


(i)              General.
Unless the Administrator determines otherwise, the Stock Award Agreement evidencing an Award of Restricted Stock hereunder shall grant
the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service
Status for any reason (including death or Disability) at a purchase price for Shares equal to the original purchase price paid by the
purchaser to the Company for such Shares and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at such rate as the Administrator may determine.


 


(ii)             Leave
of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the lapsing of
Company repurchase rights shall be tolled during any leave of absence; provided, however, that in the absence of such determination,
such lapsing shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by
Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll
during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions
that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he
or she shall be given vesting credit with respect to Shares purchased pursuant to the applicable Stock Award Agreement to the
same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or
Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such
leave.


 






     


     


    

 


(c)             Other
Provisions. Each Stock Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan
as may be determined by the Administrator in its sole discretion. In addition, the provisions of Stock Award Agreements need not be the
same with respect to each Participant. Payment of Stock Awards (other than Restricted Stock) may be in the form of cash, shares of Common
Stock, other Awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator
may also require or permit Participants to elect to defer the issuance of Shares or the settlement of such Stock Awards in cash under
such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include
the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where
the deferred amounts are denominated in Shares.


 


(d)             Rights
as a Holder of Capital Stock. Once Shares are purchased or acquired by a Participant pursuant to a Stock Award, the Participant
shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her purchase and the
issuance of the Shares is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for
a dividend or other right for which the record date is prior to the date the Shares are purchased or acquired pursuant to the applicable
Stock Award, except as provided in Section 10 below.


 


		9.	Taxes.



 


(a)             As
a condition of the grant, vesting and exercise of an Award, the Participant (or in the case of the Participant’s death or a permitted
transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction
of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions or payments that may arise
in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.


 


(b)             The
Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant’s
death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding,
or any other required deductions or payments by Cashless Exercise or by surrendering Shares (either directly or by stock
attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless
Exercise must be an approved broker-assisted Cashless Exercise or the Shares withheld in the Cashless Exercise must be limited to
avoid financial accounting charges under applicable accounting guidance and any such surrendered Shares must have been previously
held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. Any payment of
taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions
required by rules of the Securities and Exchange Commission.


 






     


     


    

 


10.             Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.


 


(a)             Changes
in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company,
(i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3
above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each
such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be
automatically proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, combination,
consolidation, reclassification of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect
to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a
recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization,
merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate
adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other stock or securities:
(x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the
exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued
pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute
discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this
Section 10(a) or an adjustment pursuant to this Section 10(a), a Participant’s Award agreement or agreement
related to any Optioned Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional
or different shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof,
shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted
Stock prior to such adjustment.


 


(b)             Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to
the consummation of such action, unless otherwise determined by the Administrator.


 


(c)             Corporate
Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a
merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another
corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s
then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested) will be
treated as the Administrator determines, which determination may be made without the consent of any Participant and need not
treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any
Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the
continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of
such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its
parent of new options or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the
Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of
such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the
Awards; or (E) the cancellation of any outstanding Option, any outstanding right to purchase Restricted Stock, and/or any other
outstanding Stock Award, in each case, for no consideration.


 






     


     


    

 


		11.	Non-Transferability of Awards.



 


(a)             General.
Except as set forth in this Section 11, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute
a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted
by this Section 11.


 


(b)             Limited
Transferability Rights. Notwithstanding anything else in this Section 11, the Administrator may in its sole discretion
provide that any Nonstatutory Stock Options may be transferred by instrument to an inter vivos or testamentary trust in which the
Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. Further, beginning
with (i) the period when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) promulgated under
the Exchange Act, as determined by the Board in its sole discretion, and (ii) ending on the earlier of (A) the date when
the Company ceases to rely on such exemption, as determined by the Board in its sole discretion, or (B) the date when the
Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, an Option, or prior to
exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner,
including by entering into any short position, any “put equivalent position” or any “call equivalent
position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons
who are Family Members through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon
the death or disability of the Participant. Notwithstanding the foregoing sentence, the Board, in its sole discretion, may permit
transfers of Nonstatutory Stock Options to the Company or in connection with a Change of Control or other acquisition transactions
involving the Company to the extent permitted by Rule 12h-1(f).


 


		12.	Non-Transferability of Stock Underlying Awards.



 


(a)             General. Notwithstanding
anything to the contrary, no stockholder shall transfer, whether by sale, gift or otherwise, any Shares acquired from any Award
(including, without limitation, Shares acquired upon exercise of an Option) to any person or entity unless such transfer is approved
by the Company prior to such transfer, which approval may be granted or withheld in the Company’s sole and absolute
discretion. Any purported transfer effected in violation of this Section 12 shall be null and void and shall have no force or
effect and the Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of the Plan or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 






     


     


    

 


(b)             Approval
Process. Any stockholder seeking the approval of the Board to transfer some or all of its Shares shall give written notice thereof
to the Secretary of the Company and such request for transfer shall be subject to such right of first refusal, transfer provisions and
any other terms and conditions as may be set forth in the applicable Option Agreement, Stock Award Agreement or other applicable written
agreement.


 


13.             Time
of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination
granting such Award, or such other date as is determined by the Administrator.


 


14.             Amendment
and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination shall be made
that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition,
to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of capital stock
with respect to any Plan amendment in such a manner and to such a degree as required.


 


15.             Conditions
Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant
to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan
unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with
its legal counsel. As a condition to the exercise of any Option or any other purchase or acquisition of Shares pursuant to an Award hereunder,
the Company may require the person exercising the Option or otherwise purchasing or acquiring Shares pursuant to an Award to represent
and warrant at the time of any such exercise or purchase that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is advisable or required
by Applicable Laws. Shares issued upon exercise of Options or other purchase or acquisition of Shares pursuant to an Award hereunder prior
to the date, if ever, on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the
Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third
party on such terms and subject to such conditions as are reflected in the applicable Option Agreement or Stock Award Agreement.


 


16.             Beneficiaries. If
permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the
prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any
time before the Participant’s death. Except as otherwise provided in an Award Agreement, if no beneficiary was designated or
if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall
be transferred or distributed to the Participant’s estate or to any person who has the right to acquire the Award by bequest
or inheritance.


 






     


     


    

 


17.             Approval
of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the holders
of capital stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable
Laws, any date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under Applicable Laws.


 


18.             Addenda.
The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards
to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to
accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The
terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not
otherwise affect the terms of the Plan as in effect for any other purpose.


 


19.             Information
to Holders of Options. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange
Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders
of Options in accordance with the requirements thereunder until such time as the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree to keep the information to
be provided pursuant to this Section confidential. If the holder does not agree to keep the information to be provided pursuant to
this Section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to
Rule 12h-1(f)(1) of the Exchange Act.