EX-10.4





 Exhibit 10.4 

EMPLOYEE AND DIRECTOR LONG-TERM INCENTIVE PLAN 

OF 
 STRATEGIC STORAGE
TRUST VI, INC. 












 TABLE OF CONTENTS 

 

							
	1.	  	PURPOSES OF THE PLAN AND DEFINITIONS	  	 	1	 
		  	1.1    PURPOSES	  	 	1	 
		  	1.2    DEFINITIONS	  	 	1	 
	2.	  	PARTICIPANTS	  	 	6	 
	3.	  	SHARES OF STOCK SUBJECT TO THIS PLAN	  	 	6	 
	4.	  	ADMINISTRATION	  	 	7	 
		  	4.1    COMMITTEE	  	 	7	 
		  	4.2    DURATION, REMOVAL, ETC.	  	 	7	 
		  	4.3    MEETINGS AND ACTIONS OF COMMITTEE	  	 	7	 
		  	4.4    COMMITTEE’S POWERS	  	 	7	 
		  	4.5    TERM OF PLAN	  	 	8	 
	5.	  	GRANT OF OPTIONS	  	 	9	 
		  	5.1    WRITTEN AGREEMENT	  	 	9	 
		  	5.2    ANNUAL $100,000 LIMITATION ON ISOS	  	 	9	 
	6.	  	CERTAIN TERMS AND CONDITIONS OF OPTIONS AND OTHER AWARDS	  	 	9	 
		  	6.1    ALL AWARDS	  	 	9	 
		  	6.2    TERMS AND CONDITIONS TO WHICH ONLY NQOS ARE
SUBJECT	  	 	12	 
		  	6.3    TERMS AND CONDITIONS TO WHICH ONLY ISOS ARE
SUBJECT	  	 	13	 
		  	6.4    SURRENDER OF OPTIONS	  	 	13	 
	7.	  	RESTRICTED STOCK	  	 	14	 
		  	7.1    GRANT	  	 	14	 
		  	7.2    RESTRICTIONS	  	 	14	 
		  	7.3     DISTRIBUTIONS	  	 	14	 
	8.	  	STOCK APPRECIATION RIGHTS	  	 	14	 
	9.	  	DIVIDEND EQUIVALENT RIGHTS	  	 	15	 
		  	9.1    GENERAL	  	 	15	 
		  	9.2    RIGHTS AND OPTIONS	  	 	15	 
		  	9.3    PAYMENTS	  	 	15	 
	10.	  	OTHER EQUITY-BASED AWARDS	  	 	15	 
		  	10.1    GRANT	  	 	15	 
		  	10.2    TERMS AND CONDITIONS	  	 	15	 
		  	10.3    PAYMENT OR SETTLEMENT	  	 	15	 
	11.	  	COMPLIANCE WITH LAWS	  	 	16	 
	12.	  	EMPLOYMENT OR OTHER RELATIONSHIP	  	 	16	 
	13.	  	AMENDMENT, SUSPENSION AND TERMINATION OF THIS PLAN	  	 	16	 
	14.	  	LIABILITY AND INDEMNIFICATION OF THE COMMITTEE	  	 	17	 
	15.	  	SECURITIES LAW LEGENDS	  	 	17	 
	16.	  	SEVERABILITY	  	 	17	 
	17.	  	EFFECTIVE DATE AND STOCKHOLDER APPROVAL	  	 	18	 
	18.	  	MISCELLANEOUS	  	 	18	 
		  	 18.1    LOANS
	  	 	18	 
		  	 18.2    FORFEITURE
PROVISIONS
	  	 	18	 
		  	 18.3    LIMITATIONS APPLICABLE
TO SECTION 16
	  	 	18	 
	    	  	 18.4    EFFECT OF
PLAN UPON OTHER INCENTIVE AND COMPENSATION PLANS
	  	 	18	 
		  	 18.5    SECTION 83(B)
ELECTION PROHIBITED
	  	 	18	 


  
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 EMPLOYEE AND DIRECTOR LONG-TERM INCENTIVE PLAN 

OF 
 STRATEGIC STORAGE
TRUST VI, INC. 
  

	1.	 PURPOSES OF THE PLAN AND DEFINITIONS 



1.1. Purposes. The purposes of the Employee and Director Long-Term Incentive Plan (the “Plan”) of Strategic
Storage Trust VI, Inc. (the “Company”) are to: 
 (a) provide incentives to individuals chosen to receive share-based awards
because of their ability to improve operations and increase profits; 
 (b) encourage selected persons to accept or continue employment or
other service relationship with the Company, its Affiliate or a Subsidiary, or an Advisor or its Affiliate; and 
 (c) increase the interest
of Directors in the Company’s welfare through their participation in the growth in value of the Company’s Stock. 
 To accomplish
these purposes, this Plan provides a means whereby Employees that the Committee deems important to the Company’s long-term success, Directors, and other enumerated persons may receive Awards. 

1.2. Definitions. For purposes of this Plan, the following terms have the following meanings: 

“Advisor” means the Person or Persons, if any, appointed, employed or contracted with by the Company responsible for directing or
performing the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts substantially all of such functions. The initial
Advisor is Strategic Storage Advisor VI, LLC. 
 “Affiliate” means, with respect to any other Person, any of the following: 

(a) any Person directly or indirectly owning, controlling or holding, with power to vote, 10% or more of the outstanding voting securities of
such other Person; 
 (b) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or
held, with power to vote, by such other Person; 
 (c) any Person directly or indirectly controlling, controlled by or under common control
with such other Person; 
 (d) any executive officer, director, trustee or general partner of such other Person; and 

(e) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. 

“Applicable Laws” means the requirements relating to the administration of Awards under U.S. state corporate laws, U.S. Federal and
state securities laws, the Code, any stock exchange or quotation system on which the shares of Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 

  
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 “Articles of Incorporation” means the articles of incorporation of the Company as
the same may be amended from time to time. 
 “Award” means any award under this Plan, including any grant of Options, Restricted
Shares, Restricted Stock Units, LTIP Units, Stock Appreciation Rights, Distribution Equivalent Rights, or Other Equity-Based Awards. 

“Award Agreement” means, with respect to each Award, the written agreement executed by the Company and the Participant, or other
written document approved by the Committee setting forth the terms and conditions of the Award. 
 “Board” means the Board of
Directors of the Company. 
 “Cause,” unless otherwise defined in an Employee’s employment agreement, severance plan or
agreement or other similar agreement, means (i) gross negligence or willful misconduct, (ii) an uncured breach of any of the Employee’s material duties under his or her employment agreement, severance plan or agreement or other
similar agreement, (iii) fraud or other conduct against the material best interests of his or her employer or the Company, or (iv) a conviction of a felony, if such conviction has a material adverse effect on his or her employer. If
“Cause” is otherwise defined in an Employee’s employment agreement, severance plan or agreement or other similar agreement the definition in such employment agreement, severance plan or agreement or other similar agreement shall be
effective for purposes of the Plan with respect to the Employee in question. 
 “Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute, and any formal guidance and Treasury Regulations issued thereunder. 

“Committee” has the meaning given it in Section 4.1. 

“Common Stock” or “Stock” means common shares of capital stock of the Company, $0.001 par value per share. 

“Company” has the meaning given it in Section 1.1. 

“Consultant” means a person providing services to the Company or Affiliate in a capacity other than as an Employee or Director. 

“Director” means a person elected or appointed and serving as a member of the board of directors of the Company in accordance with
the Articles of Incorporation and the Maryland General Corporation Law. 
 “Distribution Equivalent Right” means an Award of
rights pursuant to Section 9. 
 “Effective Date” has the meaning given it in Section 17. 

“Employee” means any person employed by the Company, its Affiliate, or an Advisor or its Affiliate, as evidenced by payroll records.
An Employee includes an officer or a Director who is an employee of the Company or its Affiliates. 
 “Employment Termination”
means that a Participant has ceased, for any reason and with or without Cause, to be an Employee or Director of, or a Consultant to, the Company, its Affiliate, a Subsidiary, or an Advisor or its Affiliate. However, the term “Employment
Termination” shall not include an Employee Director’s ceasing to be a Director, or a transfer of a Participant from the Company to its Affiliate or a Subsidiary, or an Advisor or its Affiliate, or vice versa, or among one to another, or a
duly-authorized leave of absence, unless the Committee has provided otherwise. 

  
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 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and any successor statute. 
 “Exercise Notice” has the meaning given it in Section 6.1(f). 

“Fair Market Value” means with respect to Stock: 

(i) if the Stock is listed on any established stock exchange or a national market system, including, without limitation, the NASDAQ National
Market System, the Fair Market Value of shares of Stock shall be the closing sales price for the Stock, or the mean between the high bid and low asked prices if no sales were reported, as quoted on such system or exchange (or, if the Stock is listed
on more than one exchange, then on the largest such exchange) for the date the value is to be determined (or if there are no sales or bids for such date, then for the last preceding business day on which there were sales or bids), as reported in The
Wall Street Journal or similar publication; or 
 (ii) if the Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, or if there is no market for the Stock, the Fair Market Value of the shares of Stock shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, with reference to all
information material to the value of the Company, including by way of example, the Company’s net worth, prospective earning power, distribution-paying capacity and other relevant factors, including the goodwill of the Company, the economic
outlook in the Company’s industry, the Company’s position in the industry and its management, and the values of stock of other enterprises in the same or similar lines of business; 

provided, however, that for purposes of granted Nonqualified Share Options or Stock Appreciation Rights, Fair Market Value of Stock shall be determined in
accordance with the requirements of Code Section 409A, and for purposes of granting Incentive Stock Options, Fair Market Value of Stock shall be determined in accordance with the requirements of Code Section 422. 

“Grant Date” has the meaning given it in Section 6.1(c). 

“Incentive Stock Option” or “ISO” means any option to purchase Common Stock from the Company that is granted under
Section 5 of the Plan and that is intended to meet the requirements of Section 422 of the Code. 
 “LTIP Unit” means a
limited partnership unit of the Operating Partnership as may be designated as a “LTIP Unit” in the Operating Partnership Agreement. 

“Non-Employee Director” means a person who is a
non-employee director as defined in Rule 16b-3. 
 “Non-Qualified Stock Option” or “NQO” means any Option that is not an Incentive Stock Option. 

“Operating Partnership” means Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership and the operating
partnership of the Company. 

  
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 “Operating Partnership Agreement” means the First Amended and Restated Limited
Partnership Agreement of the Operating Partnership, as may be subsequently amended. 
 “Option” means an ISO or an NQO granted
under Section 5. 
 “Other Equity-Based Award” means any award other than an Option, Stock Appreciation Right or Distribution
Equivalent Right Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on,
shares of Common Stock or distributions on shares of Common Stock, including LTIP Units and Restricted Stock Units. 

“Participant” means an eligible Person who is granted an Award. 

“Performance Goals” means any one or more of the following performance goals, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in combination, and measured either quarterly, annually or cumulatively over a period of quarters or years, on an
absolute basis or relative to a pre-established target, to previous quarter’s or years’ results or to a designated comparison group, any of which may be measured on an aggregate or per share basis,
in each case as specified by the Committee in the Award Agreement: 
  

	 	(i)	 earnings before any one or more of the following: interest, taxes, depreciation or amortization,



  

	 	(ii)	 net income (loss) (either before or after interest, taxes, depreciation and/or amortization),



  

	 	(iii)	 changes in the market price of the Stock (on a per share or aggregate basis), 



 

	 	(iv)	 economic value added, 



 

	 	(v)	 funds from operations or similar measure, 



 

	 	(vi)	 sales or revenue, 


  

	 	(vii)	 acquisitions or strategic transactions, 



 

	 	(viii)	 operating income (loss), 



 

	 	(ix)	 cash flow (including, but not limited to, operating cash flow and free cash flow), 



 

	 	(x)	 return on capital, assets, equity, or investment, 



 

	 	(xi)	 stockholder returns (including total returns calculated to include aggregate Stock appreciation and total
dividends paid, assuming full reinvestment of dividends, during the applicable period), 


  

	 	(xii)	 cash available, 


  

	 	(xiii)	 return on sales, 


  

	 	(xiv)	 gross or net profit levels, 



 

	 	(xv)	 productivity, 


  

	 	(xvi)	 expense levels or management, 



 

	 	(xvii)	 margins, 


  

	 	(xviii)	 operating efficiency, 



 

	 	(xix)	 customer/tenant satisfaction, 



 

	 	(xx)	 working capital, 


  

	 	(xxi)	 earnings (loss) per share of Stock, 



 

	 	(xxii)	 revenue or earnings growth, 



 

	 	(xxiii)	 number of securities sold, 



 

	 	(xxiv)	 the Company’s ranking against selected peer groups, 



  
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	 	(xxv)	 “same-store” performance from period to period, 



 

	 	(xxvi)	 leasing or occupancy rates, 



 

	 	(xxvii)	 objectively determinable capital deployment, 



 

	 	(xxviii)	 objectively determined expense management, 



 

	 	(xxix)	 sales or market shares, 



 

	 	(xxx)	 number of customers, 



 

	 	(xxxi)	 productivity of employees as measured by revenues, cost, or earnings per employee, 



 

	 	(xxxii)	 establishment of a trading market for the Company’s Stock, and 



 

	 	(xxxiii)	 any combination of the foregoing. 



The Committee may appropriately adjust any evaluation of performance under a Performance Goal to remove the effect of equity compensation expense under ASC
718, amortization of acquired technology and intangibles, asset write-downs; litigation or claim judgments or settlements; the effect of changes in or provisions under tax law, accounting principles or other such laws or provisions affecting
reported results; accruals for reorganization and restructuring programs; discontinued operations; and any items that are extraordinary, unusual in nature, non-recurring or infrequent in occurrence. 

“Performance Period” means, with respect to an Award, a period of time within which the Performance Goals relating to such Award are
to be measured, if applicable. The Performance Period, if applicable, will be established by the Committee at the time the Award is granted. 

“Person” means a corporation, partnership, trust, association, or any other entity. 

“Plan” means this Employee and Director Long-Term Incentive Plan of the Company. 

“Related Corporation” means a parent or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and
(f) of the Code. 
 “Restricted Stock” means an Award granted under Section 7. 

“Restricted Stock Units” or “RSUs” means an Award issued under the Plan which entitles the holder, upon satisfaction of
the vesting and other conditions set forth in the applicable Award Agreement, to be issued Stock or cash equivalents. In the discretion of the Committee, an Award of RSUs may be settled in Stock, in cash, or in a combination of Stock and cash. 

“Rule 16b-3” means Rule 16b-3 adopted under
Section 16(b) of the Exchange Act or any successor rule, as it may be amended from time to time, and references to paragraphs or clauses of Rules 16b-3 refer to the corresponding paragraphs or clauses of
Rule 16b-3 as it exists at the Effective Date or the comparable paragraph or clause of Rule 16b-3 or successor rule, as that paragraph or clause may thereafter be
amended. 
 “Section 16(b)” means Section 16(b) under the Exchange Act. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute. 

“Stock Appreciation Right” means an Award granted under Section 8. 

  
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 “Subsidiary” means a corporation or other business entity in which the Company
directly or indirectly has an ownership interest of 50% or more. 
 “Ten Percent Stockholder” means any Person who, at the time
this definition is being applied, owns, directly or indirectly (or is treated as owning by reason of attribution rules currently set forth in Code Section 424), shares of the Company constituting more than 10% of the total combined voting power
of all classes of outstanding capital stock of the Company or any Related Corporation. 
  

	2.	 PARTICIPANTS 



Any Employee, Consultant, Director or other Person approved by the Committee shall be eligible to be designated a Participant; provided,
however, that: 
 (a) Incentive Stock Options may only be granted to an Employee of the Company or a Related Corporation; and 

(b) Any Award of Stock Options or Stock Appreciation Rights made to a Participant with respect to whom the Company is not an “eligible
issuer of service recipient stock” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1)(which generally includes only the entity for which the service provider provides direct
services on the Grant Date of the Award and any parent entity that has a controlling interest in such entity ) must contain terms and conditions intended to comply with the nonqualified deferred compensation requirements of Section 409A of the
Code. 
  

	3.	 SHARES OF STOCK SUBJECT TO THIS PLAN 



The total number of shares of Stock that may be issued under Awards is a number of shares equal to ten percent (10%) of the Company’s
outstanding Stock, but may never exceed ten million (10,000,000) shares. The maximum number of shares of Stock with respect to which ISOs may be granted under the Plan is the lesser of the total number of shares of Stock that may be issued
under Awards or ten million (10,000,000) shares. Such shares of Stock may consist, in whole or in part, of authorized and unissued Stock or shares of Stock reacquired in private transactions or open market purchases, but all shares of Stock
issued under the Plan, regardless of their source, shall be counted against the Stock limitation. Any shares of Stock that are retained by the Company upon exercise or settlement of an Award in order to satisfy the exercise price in whole or in
part, or to pay withholding taxes due with respect to such exercise or settlement, shall be treated as issued to the Participant and will thereafter not be available under the Plan. Any shares of Stock subject to unexercised portions of Options
granted under the Plan which shall have been terminated, cancelled or that have expired may again be subject to Options hereunder. Awards settled in cash will not reduce the maximum aggregate number of shares of Common Stock that may be issued
under the Plan. The number of shares of Stock reserved for issuance under this Plan is subject to adjustment in accordance with the provisions for adjustment in Section 6.1. If, after grant, an Option is cancelled, the cancelled Option
shall continue to be counted against the maximum number of shares for which options may be granted to an Employee during any calendar year as described in this Section 3. If, after grant, the exercise price of an Option is reduced or the base
amount on which a Stock Appreciation Right is calculated is reduced, the transaction shall be treated as the cancellation of the Option or the Stock Appreciation Right, as applicable, and the grant of a new Option or Stock Appreciation Right, as
applicable. If an Option or Stock Appreciation Right is deemed to be cancelled as described in the preceding sentence, the Option or Stock Appreciation Right that is deemed to be canceled and the Option or Stock Appreciation Right that is deemed to
be granted shall both be counted against the maximum number of shares for which Options or Stock Appreciation Rights may be granted to an Employee during any calendar year as described in this Section 3. 

  
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	4.	 ADMINISTRATION 



4.1. Committee. 

(a) In General. This Plan shall be administered by the compensation committee (the “Committee”) appointed by the
Board. The number of persons who shall constitute the Committee shall be determined from time to time by a majority of all the members of the Board; provided, however, that the Committee shall not consist of fewer than two persons. In the event
the Board does not appoint a Committee, the Board shall administer the Plan. 
 (b) Rule
16b-3. To the extent desirable to qualify transactions under this Plan as exempt under Rule 16b-3, a Committee consisting solely of two or more “non-employee directors” as defined in Rule 16b-3, must approve such transactions. 

4.2. Duration, Removal, Etc. The members of the Committee shall serve at the pleasure of the Board, which shall have
the power, at any time and from time to time, to remove members from or add members to the Committee. Removal from the Committee may be with or without cause. Any individual serving as a member of the Committee shall have the right to
resign from the Committee by giving at least three days’ prior written notice to the Board. The Board, and not the remaining members of the Committee, shall have the power and authority to fill vacancies on the Committee, however
caused. The Board shall promptly fill any vacancy that causes the number of members of the Committee to be fewer than two or any other minimum number required to comply with Rule 16b-3 (unless the Board
expressly determines not to have Awards under the Plan comply with Rule 16b-3). 
 4.3.
Meetings and Actions of Committee. The Board shall designate which of the Committee members shall be the chairperson of the Committee. If the Board fails to designate a chairperson for the Committee, the members of the
Committee shall elect one of the Committee members as chairperson, who shall act as chairperson until he or she ceases to be a member of the Committee or until the Board (or the Committee) elects a new chairperson. The Committee may make any
rules and regulations for the conduct of its business that are not inconsistent with this Plan, the Articles of Incorporation, the Bylaws of the Company or Applicable Laws. 

4.4. Committee’s Powers. Subject to the express provisions of this Plan, the
Committee shall have the authority, in its sole discretion: 
 (a) to grant Awards upon such terms and conditions (not inconsistent with the
provisions of this Plan), as the Committee may consider appropriate; 
 (b) to adopt, amend, and rescind administrative and interpretive
rules and regulations relating to the Plan; 
 (c) to determine the eligible Persons to whom, and the time or times at which, Awards shall
be granted; 
 (d) to determine the number of shares of Stock that shall be the subject of each Award; 

  
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 (e) to determine the terms and provisions of each Award Agreement (which need not be
identical) and any amendments thereto, including provisions defining or otherwise relating to: 
 (i) the period or periods and extent of
exercisability of any Option or Stock Appreciation Right; 
 (ii) the methods by which the exercise price of an Option may be paid, the
form of payment, including, without limitation, cash, Stock, or other property (including “cashless exercise” arrangements), and the methods by which Stock shall be delivered or deemed to be delivered to Participants; provided, however,
that if Stock is used to pay the exercise price of an Option, such Stock must have been held by the Participant for at least six months; 

(iii) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted; 

(iv) the effect of Employment Termination on an Award; and 

(v) the effect of approved leaves of absence; 

(f) to accelerate the time of exercisability of any Option, Distribution Equivalent Right, Stock Appreciation Right or Other Equity-Based
Award; 
 (g) to adopt such procedures, addenda and sub-plans as are necessary or appropriate to
permit participation in the Plan by Person who are foreign nationals or employed outside the United States to the extent that such participation is desired by the Committee. 

(h) to construe the respective Award Agreements and the Plan; 

(i) to make determinations of the Fair Market Value of shares of Stock; 

(j) to waive any provision, condition, or limitation set forth in an Award Agreement; 

(k) to delegate its duties under the Plan to such agents as it may appoint from time to time; provided, however, that the Committee may not
delegate its duties with respect to making or exercising discretion with respect to Awards to eligible persons if such delegation would cause Awards not to qualify for the exemptions provided by Rule 16b-3
(unless the Board expressly determines not to have Awards under the Plan comply with Rule 16b-3); and 

(l) to make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for
administering the Plan. 
 The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award or in any Award Agreement in the manner and to the extent it deems necessary or desirable to
implement the Plan, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section 4.4 shall be final and conclusive. 

4.5. Term of Plan. No Awards shall be granted under this Plan after 10 years from the Effective Date of this Plan.


  
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	5.	 GRANT OF OPTIONS 



5.1. Written Agreement. Each Option shall be evidenced by an Award Agreement. The Award Agreement shall specify
whether each Option it evidences is an NQO or an ISO (in the absence of any such specification, an Option shall be an NQO). Each Option shall be designated as an ISO or an NQO and shall be subject to the terms and conditions set forth in
Section 6.1. If a NQO is granted to a Participant with respect to whom the Company is not an “eligible issuer of service recipient stock” within the meaning of Treasury Regulation
Section 1.409A-1(b)(5)(iii)(E)(1)(which generally includes only the entity for which the service provider provides direct services on the Grant Date of the Award and any parent entity that has a
controlling interest in such entity ), such Award Agreement shall contain terms and conditions intended to comply with the nonqualified deferred compensation requirements of Section 409A of the Code. 

5.2. Annual $100,000 Limitation on ISOs. To the extent that the aggregate Fair Market Value of shares of Stock with
respect to which ISOs first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account ISOs granted under this Plan and any other plan of the Company or any Related Corporation, the Options covering such
additional shares of Stock becoming exercisable in that year shall cease to be ISOs and thereafter be NQOs. For this purpose, the Fair Market Value of shares of Stock subject to Options shall be determined as of the date the Options were
granted. In reducing the number of Options treated as ISOs to meet this $100,000 limit, the most recently granted Options shall be reduced first. 
  

	6.	 CERTAIN TERMS AND CONDITIONS OF OPTIONS AND OTHER AWARDS 



The Committee may provide for different terms and conditions in any Award Agreement or amendment thereto as provided in Section 4.4 to the
extent not inconsistent with the terms of the Plan. 
 6.1. All Awards. All Options and other Awards shall be
subject to the following terms and conditions: 
 (a) Changes in Capital Structure. If the number of outstanding shares of Stock
is increased or decreased by means of a nonreciprocal transaction between the Company and its stockholders that causes the per-share Fair Market Value of the shares of Stock underlying an Award to change, such
as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, (each an “Equity Restructuring”) then, from and after the record date for such Equity Restructuring, the number of
shares of Stock and class of Stock subject to this Plan and each outstanding Award shall be adjusted in proportion to such increase or decrease in outstanding Stock and the then-applicable exercise price of each outstanding Award shall be
correspondingly decreased or increased, as applicable. 
 (b) Certain Corporate Transactions. In the case of any
reclassification or change of outstanding Stock issuable upon exercise of an outstanding Award or in the case of any consolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity
and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is
not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale, or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby
the holder of each outstanding Award shall thereafter have the right, on exercise of such Award, to receive the kind and amount of securities, property, and/or cash receivable upon such reclassification, change, consolidation, merger, sale, or
conveyance by a holder of the number of securities issuable upon exercise of such Award immediately before such reclassification, change, consolidation, merger, sale, or conveyance. Such provision shall include adjustments that shall be as
nearly equivalent as may be practicable to the adjustments provided for in Section 6.1(a). Notwithstanding the foregoing, if 

  
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such a transaction occurs, in lieu of causing such rights to be substituted for outstanding Awards, the Committee may, in its sole discretion: (i) shorten the period during which Awards are
exercisable, provided they remain exercisable, to the extent otherwise exercisable, for at least 20 days after the date written notice is given to the Participant, or (ii) cancel an Award (both vested and unvested portions) upon payment to the
Participant in cash, with respect to each Award to the extent then exercisable, of an amount which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value (at the effective time
of the transaction) of the consideration that the Participant would have received if the Award had been exercised before the effective time exceeds the exercise price of the Award (if any such Award is underwater, it shall be deemed to have $0 value
and shall be cancelled with no payment). The actions described in this Section 6.1(b) may be taken without regard to any resulting tax consequences to the Participant. 

(c) Grant Date. Each Award Agreement shall specify the date as of which it shall be effective (the “Grant Date”), which
shall not be earlier than the date on which the Committee has approved the terms and conditions of the Award and has determined the recipient of the Award and the number of shares, if any, covered by the Award, and has taken all such other actions
materially necessary to complete the grant of the Award. 
 (d) Time of Exercise; Vesting. Awards may, in the sole discretion of
the Committee, be exercisable or may vest, and restrictions may lapse, including without limitation, upon the achievement of any Performance Goals, if any, that may be established by the Committee as a condition to vesting or settlement of the
Award, as the case may be, at such times and in such amounts as may be specified by the Committee in the grant of the Award. Performance Goals, if any, shall be established before twenty-five percent (25%) of the Performance Period has elapsed, but
in no event later than within ninety (90) days after the first day of a Performance Period. At the time any Performance Goals are established, the outcome as to whether the Performance Goals will be met must be substantially uncertain. If any
Performance Goals are established as a condition to vesting or settlement of an Award and such Performance Goal is not based solely on the increase in the Fair Market Value of the Stock, the Committee shall certify in writing that the applicable
Performance Goals were in fact satisfied before such Award is vested or settled, as applicable. 
 (e) Nonassignability of
Rights. Awards shall not be transferable other than with the consent of the Committee (which consent will not be granted in the case of ISOs unless the conditions for transfer of ISOs specified in the Code have been satisfied) or by will or
the laws of the descent and distribution. Awards requiring exercise shall be exercisable during the Participant’s lifetime, only by the Participant; or in the event the Participant is disabled (within the meaning of Section 22(e)(3)
of the Code), by the legal representative of the Participant; or in the event of death of the Participant, by the legal representative of the Participant’s estate or if no legal representative has been appointed within ninety (90) days of
the Participant’s death, by the Person(s) taking under the laws of descent and distribution governing the State in which the Participant was domiciled at the time of the Participant’s death; except to the extent that the Committee may
provide otherwise as to any Awards other than Incentive Stock Options. 
 (f) Notice and Payment. Unless otherwise specifically
provided in the applicable Award Agreement, to the extent it is exercisable, an Award shall be exercisable only by written or recorded electronic notice of exercise, in the manner specified by the Committee from time to time, delivered to the
Company or its designated agent during the term of the Award (the “Exercise Notice”). The Exercise Notice shall: (i) state the number of shares of Stock with respect to which the Award is being exercised; (ii) be signed by
the holder of the Award or by the person authorized to exercise the Award pursuant to Section 6.1(e); and (iii) include such other 

  
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information, instruments and documents as may be required to satisfy any other condition to exercise set forth in the Award Agreement. Except as specifically provided in the applicable Award
Agreement or provided below, payment in full, in cash or check, shall be made for all shares of Stock purchased and all applicable tax withholding at the time notice of exercise of an Award is given to the Company. The proceeds of any payment
shall constitute general funds of the Company. At the time an Award is granted or before it is exercised, the Committee, in the exercise of its sole discretion, may authorize any one or more of the following additional methods of payment: 

(i) for all Participants other than officers of the Company and Directors, acceptance of each such Participant’s full recourse promissory
note for some or all (to the extent permitted by law) of the exercise price of the Stock being acquired and all applicable tax withholding, payable on such terms and rate of interest as determined by the Committee, and secured in such manner, if at
all, as the Committee shall approve, including, without limitation, by a security interest in the Stock which is the subject of the Award or other securities; 

(ii) for all Participants, delivery by each such Participant of Stock already owned by such Participant for all or part of the exercise price
of the Award being exercised and all applicable tax withholding, provided that the Fair Market Value of such Stock is equal on the date of exercise to the exercise price of the Award being exercised and all applicable tax withholding, or such
portion thereof as the Participant is authorized to pay and elects to pay by delivery of such shares of Stock; 
 (iii) for all
Participants, surrender by each such Participant, or withholding by the Company from the Stock issuable upon exercise of the Award, of a number of shares of Stock subject to the Award being exercised with a Fair Market Value equal to some or all of
the exercise price of the Stock being acquired and all applicable tax withholding, together with such documentation as the Committee shall require; or 

(iv) for all Participants, payment may be made pursuant to a cashless exercise arrangement approved by the Committee. 

(g) Termination of Employment; Removal of Employee or Director for Cause. The Committee shall establish, in respect of each Award
when granted, the effect of an Employment Termination on the rights and benefits thereunder and in so doing may, but need not, make distinctions based upon the cause of termination (such as retirement, death, disability or other factors) or which
party effected the termination (the employer or the Employee). Unless specifically provided otherwise in the applicable Award Agreement, all Awards granted to any Person, whether or not an Employee, will lapse on the date such Person’s
employment or service with the Company, its Affiliate, a Subsidiary or an Advisor or its Affiliate terminates. Notwithstanding any other provision in this Plan or the Award Agreement, however, the Committee may decide in its discretion at the time
of any Employment Termination (or within a reasonable time thereafter) to extend the exercise period of an Award (but not beyond the period specified in Section 6.2(b) or 6.3(b) and Section 409A of the Code, as applicable) and not decrease
the number of shares of Stock covered by the Award with respect to which the Award is exercisable or vested.
 (h) Other
Provisions. Each Award Agreement may contain such other terms, provisions, and conditions not inconsistent with this Plan, as may be determined by the Committee, and each ISO granted under this Plan shall include such provisions and
conditions as are necessary to qualify such Option as an “incentive stock option” within the meaning of Section 422 of the Code. 

  
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 (i) Withholding and Employment Taxes. At the time of exercise of an Award or the
lapse of restrictions on an Award, the Participant shall remit to the Company the minimum statutory amount of all applicable Federal and state withholding and employment taxes, subject to any limitations as the Committee determines are necessary or
appropriate.
 (j) Employee Status/Continued Service. If the terms of any Award provide that it may be earned or exercised only
during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of continuous employment or service. 
 (k) Stockholder Rights. A
Participant, as a result of receiving an Award, shall not have any rights as a stockholder until, and then only to the extent that, the Award is earned and settled in shares of Common Stock. As a condition to the issuance of Common Stock as part of
the grant of an Award or its vesting or exercise (as applicable), the Company may require a Participant (or beneficiary, as the case may be) to become a party to the Company’s stockholders’ agreement and any
buy-sell, redemption, repurchase, restriction or other similar agreement that the Company may require. 

6.2. Terms and Conditions to Which Only NQOs Are Subject. Options granted under this Plan which are designated as
NQOs shall be subject to the following terms and conditions: 
 (a) Exercise Price. The exercise price of an NQO shall be
determined by the Committee; provided, however, that the exercise price of an NQO shall not be less than the Fair Market Value of the Stock subject to the Option on the Grant Date. 

(b) Option Term. Unless the Committee specifies an earlier expiration date at the Grant Date, each NQO shall expire 10 years after
the Grant Date. 
 (c) Service Providers of Advisor/Affiliate. An NQO granted to a Participant with respect to whom the Company is
not an “eligible issuer of service recipient stock” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1)(which generally includes only the entity for which the service
provider provides direct services on the Grant Date of the Award and any parent entity that has a controlling interest in such entity ) must contain terms and conditions intended to comply with the nonqualified deferred compensation requirements of
Section 409A of the Code. 

  
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 6.3. Terms and Conditions to Which Only ISOs Are Subject. Options
granted under this Plan which are designated as ISOs shall be subject to the following terms and conditions: 
 (a) Exercise
Price. The exercise price of an ISO shall be determined in accordance with the applicable provisions of the Code and shall in no event be less than the Fair Market Value of the Stock covered by the ISO at the Grant Date; provided, however,
that the exercise price of an ISO granted to a Ten Percent Stockholder shall not be less than 110% of such Fair Market Value. 
 (b)
Option Term. Unless an earlier expiration date is specified by the Committee at the Grant Date, each ISO shall expire 10 years after the Grant Date; provided, however, that an ISO granted to a Ten Percent Stockholder shall expire no
later than five years after the Grant Date. 
 (c) Disqualifying Dispositions. If shares of Stock acquired by exercise of an ISO
are disposed of within two years after the Grant Date or within one year after the transfer of the Stock to the Participant, the holder of the Stock immediately before the disposition shall promptly notify the Company in writing of the date and
terms of the disposition and shall provide such other information regarding the disposition as the Company may reasonably require. 
 (d)
Termination of Employment. All vested ISOs must be exercised within three months of the Employment Termination of the Participant, or at any earlier time specified in the Award Agreement, unless such Employment Termination is due to the
Employee’s death or being disabled (within the meaning of Section 22(e)(3) of the Code), in which case the ISO shall be exercised within one year of the Employment Termination; provided, however, that such time limits may be exceeded by
the Committee under the terms of the Award, in which case, the ISO will be a NQO if it is exercised after the time limits that would otherwise apply. 

6.4. Surrender of Options. The Committee, acting in its sole discretion, may include a provision in an Award
Agreement allowing the Participant to surrender the Option, in whole or in part in lieu of exercise in whole or in part, on any date that the Fair Market Value of the Stock subject to the Option exceeds the exercise price and the Option is
exercisable (to the extent being surrendered). The surrender shall be effected by the delivery of the Award Agreement, together with a signed statement which specifies the number of shares of Stock as to which the Participant is surrendering
the Option, together with a request for such type of payment. Upon such surrender, the Participant shall receive (subject to any limitations imposed by Rule 16b-3), at the election of the Committee,
payment in cash or shares of Stock, or a combination of the two, equal to (or equal in Fair Market Value to) the excess of the Fair Market Value of the shares of Stock covered by the portion of the Option being surrendered on the date of surrender
over the exercise price for such shares of Stock. The Committee, acting in its sole discretion, shall determine the form of payment, taking into account such factors as it deems appropriate. To the extent necessary to satisfy Applicable
Laws, the Committee may terminate a Participant’s rights to receive payments in cash for fractional shares of Stock. Any Award Agreement providing for such surrender privilege shall also incorporate such additional restrictions on the
exercise or surrender of Options as may be necessary to satisfy Applicable Law. 

  
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	7.	 RESTRICTED STOCK 



Restricted Stock shall be subject to the following terms and conditions: 

7.1. Grant. The Committee may grant one or more Awards of Restricted Stock to any Participant. Each Award of Restricted
Stock shall specify the number of shares of Stock to be issued to the Participant, the date of issuance, and the restrictions imposed on the shares of Stock including the conditions of release or lapse of such restrictions. Pending the lapse of
restrictions, certificates evidencing Restricted Stock (if any) shall bear a legend referring to the restrictions and shall be held by the Company. Upon the issuance of Restricted Stock, the Participant may be required to furnish such additional
documentation or other assurances as the Committee may require in order to enforce the restrictions applicable thereto or Applicable Law. 

7.2. Restrictions. Except as specifically provided elsewhere in this Plan or the Award Agreement regarding Restricted
Stock, Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions have lapsed and the rights to the shares of Restricted Stock have vested.
The Committee may in its sole discretion provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance, or such other factors or criteria as the Committee
may determine. 
 7.3. Distributions. Unless otherwise determined by the Committee, cash distributions with respect to
Restricted Stock shall be paid to the Participant granted the Award of Restricted Stock on the normal distribution payment dates, and distributions payable in shares of Stock shall be paid in the form of Restricted Stock having the same terms as the
Restricted Stock upon which such distribution is paid. Each Award Agreement for Awards of Restricted Stock shall specify whether and, if so, the extent to which, the Participant shall be obligated to return to the Company any cash distributions paid
with respect to any shares of Restricted Stock which are subsequently forfeited. 
  

	8.	 STOCK APPRECIATION RIGHTS 



The Committee may grant Stock Appreciation Rights to eligible Persons. A Stock Appreciation Right shall entitle its holder to receive from
the Company, at the time of exercise of the right, an amount in cash equal to (or, at the Committee’s discretion, shares of Stock equal in Fair Market Value to) the excess of the Fair Market Value (at the date of exercise) of a share of Stock
over a specified base price fixed by the Committee in the governing Award Agreement multiplied by the number of shares of Stock as to which the holder is exercising the Stock Appreciation Right. The specified base price fixed by the Committee
shall not be less than the Fair Market Value of the shares of Stock on the Grant Date of the Stock Appreciation Right. Stock Appreciation Rights may be granted in tandem with any previously or contemporaneously granted Option in accordance with
Section 409A of the Code or independent of any Option. The specified base price of a tandem Stock Appreciation Right shall be the exercise price of the related Option. Any Stock Appreciation Rights granted in connection with an ISO
shall contain such terms as may be required to comply with Sections 422 and 409A of the Code. Stock Appreciation Rights granted to a Participant with respect to whom the Company is not an “eligible issuer of service recipient stock” within
the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1)(which generally includes only the entity for which the service provider provides direct services on the Grant Date of the Award and any
parent entity that has a controlling interest in such entity) shall contain terms and conditions intended to comply with the nonqualified deferred compensation requirements of Section 409A of the Code. 

  
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	9.	 DISTRIBUTION EQUIVALENT RIGHTS 



9.1. General. The Committee shall have the authority to grant Distribution Equivalent Rights to Participants upon
such terms and conditions as it shall establish, subject in all events to the following limitations and provisions of general application set forth in this Plan and Section 409A of the Code. Each Distribution Equivalent Right shall entitle
the Participant to receive, for a period of time to be determined by the Committee, a payment equal to the periodic distributions declared and paid by the Company on one share of Stock. If the Distribution Equivalent Right relates to a specific
Option, the period shall not extend beyond the earliest of the date the Option is exercised, the date any Stock Appreciation Right related to the Option is exercised, or the expiration date set forth in the Option. To the extent the Committee deems
advisable, it shall structure the Distribution Equivalent Rights such that they are either exempt from or compliant with Code Section 409A. 

9.2. Rights and Options. Each Distribution Equivalent Right may relate to a specific Option granted under this Plan
and may be granted to the Participant either concurrently with the grant of such Option or at such later time as determined by the Committee, or each Distribution Equivalent Right may be granted independent of any Option. 

9.3. Payments. The Committee shall determine at the time of grant whether payment pursuant to a Distribution
Equivalent Right shall be immediate or deferred and if immediate, the Company shall make payments pursuant to each Distribution Equivalent Right concurrently with the payment of the periodic distributions to holders of Common Stock. If
deferred, the payments shall not be made until a date or the occurrence of an event specified by the Committee and then shall be made within 30 days after the occurrence of the specified date or event, unless the Distribution Equivalent Right is
forfeited under the terms of the Plan or applicable Award Agreement; provided, however, that the Committee may not make payment of a Distribution Equivalent Right contingent upon the exercise of the related Option or Stock Appreciation Right, to the
extent such payment would cause such Option or Stock Appreciation Right to violate Section 409A of the Code. The Committee shall also determine in its sole discretion whether any portion of any payment shall be made in shares of Stock or
cash. 
  

	10.	 OTHER EQUITY-BASED AWARDS 



10.1. Grant. The Committee may grant one or more Other Equity-Based Awards to any Participant. Each Award will
specify the number of shares of Common Stock or other equity interests covered by such Awards. 
 10.2. Terms and
Conditions. The Committee, at the time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the Award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s
rights in the Other Equity-Based Award shall be forfeitable, nontransferable, or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion and set forth in the Award
Agreement. Other Equity-Based Awards may be granted to Participants, either alone or in addition to other Awards granted under the Plan, and Other Equity-Based Awards may be granted in the settlement of other Awards granted under the Plan to the
extent permitted by Section 409A of the Code and Applicable Law. To the extent the Committee deems advisable, it shall structure such Other Equity-Based Awards such that they are either exempt from or compliant with Code Section 409A. 

10.3. Payment or Settlement. Other Equity-Based Awards valued in whole or in part by reference to, or otherwise
based on, shares of Common Stock, shall be payable or settled in shares of Common Stock, cash or a combination of Common Stock and cash, as determined by the Committee in its discretion. Other Equity-Based Awards denominated as equity interests
other than shares of Common Stock may be paid or settled in shares or units of such equity interests, cash, or a combination of both, as determined by the Committee in its discretion. 

  
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	11.	 COMPLIANCE WITH LAWS 



This Plan, the granting and vesting of Awards under this Plan, the issuance and delivery of Stock, and the payment of money or other
consideration allowable under this Plan or under Awards awarded hereunder, are subject to compliance with all Applicable Laws (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by
any listing, regulatory, or governmental authority as may, in the opinion of counsel for the Committee, the Board, or the Company, be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, the
Committee may, in its sole discretion, rescind, limit, amend, suspend, or alter any Award or limit a Participant’s ability to exercise, or refuse to settle, any Award hereunder to the extent that the granting, issuance, or exercise of such
Award (or any settlement thereof) or any term of such Award would jeopardize the status of the Company as a “real estate investment trust” under the Code or other Applicable Laws. Any securities delivered under this Plan shall be subject
to such restrictions, and the Person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Committee, the Board or the Company may deem necessary or desirable, to assure
compliance with all Applicable Laws. To the extent permitted by Applicable Law, the Plan shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Nothing in this Plan or in any Award or Award Agreement
shall require the Company to issue any Stock with respect to any Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any Applicable Laws. As a condition to the grant or exercise of any Award, the
Company may require the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees, or distributees) to provide written representations concerning the Participant’s (or such
other Person’s) intentions with regard to the retention or disposition of the Stock covered by the Award and written covenants as to the manner of disposal of such Stock as may be necessary or useful to ensure that the grant, exercise, or
disposition thereof will not violate the Securities Act, any other Applicable Law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Stock under the
Securities Act or register or qualify any Stock under any state or other securities laws. 
  

	12.	 EMPLOYMENT OR OTHER RELATIONSHIP 



Nothing in this Plan or any Award shall in any way interfere with or limit the right of the Company, its Affiliate or a Subsidiary, or an
Advisor or its Affiliate to terminate any Participant’s employment services, or status as a Consultant or Director at any time, nor confer upon any Participant any right to continue in the employ or service of, or as a Director or Consultant
of, the Company, its Affiliate or a Subsidiary, or an Advisor or its Affiliate. 
  

	13.	 AMENDMENT, SUSPENSION, AND TERMINATION OF THIS PLAN 



The Board may at any time amend, suspend, or discontinue this Plan provided that such amendment, suspension, or discontinuance meets the
requirements of Applicable Laws; provided, further, that stockholder approval shall be required for any amendment of the Plan that (a) materially increases the number of shares of Common Stock available for issuance under the Plan,
(b) materially expands the class of individuals eligible to receive Awards under the Plan, (c) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be
issued or purchased under the Plan, (d) extends the term of the Plan, or (e) expands the types of Awards available for issuance under the Plan. Except as permitted under Section 11 hereof or to conform this Plan to the requirements of
Applicable Laws or any amendment that disqualifies or impairs the status of an Option to be treated as an Incentive Stock Option, rights under any Award granted before an amendment of the Plan shall not be impaired by any such amendment to the Plan
except with the written consent of the affected Participant. 

  
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	14.	 LIABILITY AND INDEMNIFICATION OF THE COMMITTEE 



No Person constituting, or member of the group constituting, the Committee shall be liable for any act or omission on such Person’s part,
including but not limited to the exercise of any power or discretion given to such member under this Plan, except for those acts or omissions resulting from such member’s gross negligence or willful misconduct. The Company shall indemnify
each present and future Person constituting, or member of the group constituting, the Committee against, and each Person or member of the group constituting the Committee shall be entitled without further act on his or her part to indemnity from the
Company for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by such Person in connection with or arising out of any action, suit
or proceeding to the fullest extent permitted by law and by the Articles of Incorporation and Bylaws of the Company. 
  

	15.	 SECURITIES LAW LEGENDS 



Certificates of shares of Stock and Restricted Stock, if issued, may have the following legend and statements of other applicable restrictions
endorsed thereon: 
 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO OF THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY
INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. 

This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act.

  

	16.	 SEVERABILITY 



If any provision of this Plan is held to be illegal or invalid for any reason, that illegality or invalidity shall not affect the remaining
portions of the Plan, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included in this Plan. Such an illegal or invalid provision shall be replaced
by a revised provision that most nearly comports to the substance of the illegal or invalid provision. If any of the terms or provisions of this Plan or any Award Agreement conflict with the requirements of Applicable Laws, those conflicting
terms or provisions shall be deemed inoperative to the extent they conflict with Applicable Law. 

  
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	17.	 EFFECTIVE DATE 



The effective date of this Plan is the earlier of the date this Plan was originally approved by the Company’s Board (February 26, 2021) or
the date it was approved in that form by the holders of a majority of the Company’s voting stock (February 26, 2021) (the “Effective Date”). 
  

	18.	 MISCELLANEOUS 



18.1. Loans. An employer may, in its discretion, extend one or more loans to Employees in connection with the
exercise or receipt of an Award granted under this Plan, to the extent not prohibited by Applicable Law or the terms of the Plan. The terms and conditions of any such loan shall be set by the board of directors of the employer. 

18.2. Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to
Awards granted under the Plan, the Committee shall have the right (to the extent consistent with the applicable exemptive conditions of Rule 16b-3) to provide, in the terms of an Award Agreement, or by
separate written instrument, that (i) any proceeds, gains, or other economic benefit actually or constructively received by a Participant upon the receipt or exercise of the Award, or upon the receipt or resale of any Stock underlying such
Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of such Award (whether or not vested) shall be forfeited, if (a) Employment Termination occurs prior to a specified date, or within a
specified time period following receipt or exercise of the Award, or (b) the Participant, at any time, or during a specified time period, engages in any activity in competition with his employer or the Company, its Affiliates or a Subsidiary,
or an Advisor or its Affiliate, or which is inimical, contrary, or harmful to the interests of his employer or the Company, its Affiliates or a Subsidiary, or an Advisor or its Affiliate, as may be further defined from time to time by the Committee.

 18.3. Limitations Applicable to Section 16. Notwithstanding any other
provision of this Plan, this Plan, and any Award granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of
the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan shall be deemed amended to
the extent necessary to conform to such applicable exemptive rule. 
 18.4. Effect of Plan Upon Other Incentive and
Compensation Plans. The adoption of this Plan shall not affect any other options or compensation or incentive plans in effect for the Company, its Affiliates or a Subsidiary, or an Advisor or its Affiliate. Nothing in this Plan shall be
construed to limit the right of the Company, its Affiliates or a Subsidiary, or an Advisor or its Affiliate (i) to establish any other forms of incentives or compensation for its employees, or (ii) to grant or assume options or other
rights or awards otherwise than under this Plan in connection with any proper corporate purpose including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation,
or otherwise of the business, stock or assets of any corporation, partnership, limited liability company, firm, or association. 

18.5. Electronic Delivery. Any reference herein to a “written” agreement or document shall include any
agreement or document delivered electronically or posted on the Company’s intranet. 

  
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 18.6. Compliance with Section 409A. To
the extent that the Board determines that any Award granted hereunder is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall include provisions intended to cause such Award to be compliant with, or exempt from,
Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted accordingly. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the
shares of Common Stock are publicly traded and a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code,
no distribution or payment of any amount shall be made upon a “separation from service” before the day following the date that is six months after the date of such Participant’s “separation from service” (as such term is
defined in Section 409A of the Code and Treasury Reg. Section 1.409A-1(h) without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death. 

18.7. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Maryland,
except as superseded by applicable Federal law. 
 18.8. No Assignment. No Awards (other than unrestricted Awards) or
any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution), assignment, pledge, or encumbrance; provided, however, the Committee may (but need
not) permit other transfers where the Committee concludes that transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an ISO to fail to be described in Code Section 422(b)(other than
a transfer pursuant to a domestic relations order that is acceptable to the Committee, which may result in the Option being deemed to be a Nonstatutory Stock Option as a result of such transfer), and (iii) is otherwise appropriate and
desirable, taking into account any state or federal securities laws applicable to transferable Awards. During the lifetime of the Participant, no Award shall be payable to or exercisable by anyone other than the Participant to whom it was granted,
other than (a) the duly appointed conservator or other lawfully-designated representative of the Participant in the case of a permanent disability involving a mental incapacity or (b) the transferee in the case of an Award transferred in
accordance with the preceding sentence. 
 18.9. Section 83(b) Election Prohibited. No Participant may make an
election under Section 83(b) of the Code with respect to any Award granted under this Plan without the Company’s consent. Each Award for which an election under Section 83(b) of the Code could be made without regard to this
Section 18.7 shall, to the extent the Committee deems advisable, contain an acknowledgment by the Participant that such election may not be made without the Company’s consent. 

  
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