Exhibit
10.1


 


CUSTOM
TRUCK ONE SOURCE, INC.


 


AMENDED
AND RESTATED 2019 OMNIBUS INCENTIVE PLAN


 


Article
I.



Purpose


 


The
Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in
the Plan are defined in Article XI.


 


Article
II.



Eligibility


 


Service
Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


Article
III.



Administration and Delegation


 


3.1
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers
receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator
also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and
to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects
and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer
the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding
on all persons having or claiming any interest in the Plan or any Award.


 


3.2
Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan
to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself
any previously delegated authority at any time.


 


Article
IV.



SHARES Available for Awards


 


4.1
Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan
covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased
on the open market or treasury Shares.


 






     


     


    

 


4.2
Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased,
redeemed, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares
covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant
for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or
again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company
by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation
(including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable,
become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards shall not count against the Overall Share Limit.


 


4.3
Incentive Option Limitations. Notwithstanding anything to the contrary herein, no more than 14,650,000 Shares may be issued pursuant
to the exercise of Incentive Options.


 


4.4
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition
of an entity’s property or shares, the Administrator may grant Awards in substitution for any options or other stock or stock-based
awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as
the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the
Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided
above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that
may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved
by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms
of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or
formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party
to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under
the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above);
provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms
of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors
prior to such acquisition or combination.


 


4.5
Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan, the maximum aggregate grant date
fair value (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any
successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal
year of the Company may not exceed $700,000 per year (provided that such limit shall not apply in the first fiscal year of a director’s
service with the Company if the Awards in excess of such amount are approved by other directors not receiving comparable or similar awards).
The Administrator may make exceptions to this limit for individual non-employee Directors in extraordinary circumstances, as the Administrator
may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in
the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.


 






    2


     


    

 


Article
V.



Options and Stock Appreciation Rights


 


5.1
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the
Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered
by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations
applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the
Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of
exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation
Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify
the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of
the Option or Stock Appreciation Right.


 


5.3
Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided
that the term of an Option or Stock Appreciation Right will not exceed 10 years. Notwithstanding the foregoing and unless determined
otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than
an Incentive Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the
Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including
blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term
of the Option or Stock Appreciation Right shall be extended until the date that is thirty (30) days after the end of the legal prohibition,
black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the
10-year term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, if the Participant, prior to the end
of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar
restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise
any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company
otherwise determines. In addition, if, prior to the end of the term of an Option or Stock Appreciation Right, the Participant is given
notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries
for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right
of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant
shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed
that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective
date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of
the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant
will terminate immediately upon the effective date of such termination of Service).


 


5.4
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in
a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award
is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option
or Stock Appreciation Right may not be exercised for a fraction of a Share.


 






    3


     


    

 


5.5
Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(a)
cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)
if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically
to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver
promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy
of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check
sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;


 


(c)
to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value;


 


(d)
to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair
Market Value on the exercise date;


 


(e)
to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is
good and valuable consideration; or


 


(f)
to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 


Article
VI.



Restricted Stock; Restricted Stock Units


 


6.1
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject
to the Company’s right to repurchase or redeem all or part of such shares at their issue price or other stated or formula price
from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not
satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition,
the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during
the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the
Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations
contained in the Plan.


 


6.2
Restricted Stock.


 


(a)
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to
such shares of Restricted Stock, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator
provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Shares
or property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which they were paid.


 


(b)
Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock
certificates issued in respect of share of Restricted Stock, together with a stock power endorsed in blank.


 






    4


     


    

 


6.3
Restricted Stock Units.


 


(a)
Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable
after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a
manner intended to comply with Section 409A.


 


(b)
Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock
Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


(c)
Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right
to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in
cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect
to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


Article
VII.



Other STOCK or Cash Based Awards


 


Other
Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered
in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria
or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be
available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which
a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator
determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash
Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions,
and vesting conditions, which will be set forth in the applicable Award Agreement.


 


Article
VIII.



Adjustments for Changes in Shares

and Certain Other Events


 


8.1
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under
this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.


 






    5


     


    

 


8.2
Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, redemption, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange
of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities
of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company
or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except
that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after
such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the
benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued
under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the
amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less
than zero, then the Award may be terminated without payment;


 


(b)
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(c)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof
on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding Awards;


 


(e)
To replace such Award with other rights or property selected by the Administrator; and/or


 


(f)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3
Administrative Stand Still. In the event of any pending share dividend, share split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary
transaction or change affecting the Shares or the share price of Shares, including any Equity Restructuring or any securities offering
or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up
to 60 days before or after such transaction.


 






    6


     


    

 


8.4
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have
any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance
by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made
regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award
Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize
(i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any
merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities,
including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator
may treat Participants and Awards (or portions thereof) differently under this Article VIII.


 


Article
IX.



General Provisions Applicable to Awards


 


9.1
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than
Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation
of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to
the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically
approves.


 


9.2
Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines.
Each Award may contain terms and conditions in addition to those set forth in the Plan.


 


9.3
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.


 


9.4
Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or
any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the
period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may
exercise rights under the Award, if applicable.


 


9.5
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes
required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability.
The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such
other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise
due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy
such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company,
provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii)
to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating
the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are
satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of
an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds
to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided
that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the
Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied
under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation
and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage
firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares
retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under
the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm
to complete the transactions described in this sentence.


 






    7


     


    

 


9.6
Amendment of Award; No Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting
another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Option to a Non-Qualified
Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action,
does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII
or pursuant to Section 10.6. Notwithstanding the foregoing, the Administrator may not, without the approval of the Company’s
stockholders, take any action that would be considered a “repricing” of an Option or Stock Appreciation Right under the applicable
listing standards of the national securities exchange on which the Common Stock is listed (if any).


 


9.7
Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy
any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator
determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue
or sell such Shares as to which such requisite authority has not been obtained.


 


9.8
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable,
free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9
Additional Terms of Incentive Options. The Administrator may grant Incentive Options only to employees of the Company, any of
its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any
other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to
a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date,
and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422
of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers
(other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date
of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other
transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such
disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive
Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option
or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason,
including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation
Section 1.422-4, will be a Non-Qualified Option.


 






    8


     


    

 


Article
X.



Miscellaneous


 


10.1 No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.


 


10.2
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may
place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws.


 


10.3
Effective Date and Term of Plan. The Plan became effective on the day that it was initially adopted by the Board and approved
by stockholders in 2019 and will remain in effect until the 10th anniversary of the date this amendment and restatement of the Plan is
approved by the Board in 2021, but Awards previously granted may extend beyond that date in accordance with the Plan.


 


10.4
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than
an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary
to comply with Applicable Laws.


 


10.5
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or
employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6
Section 409A.


 


(a)
General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no
adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve
the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A,
or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that
may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment
under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes,
penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person
if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation”
subject to taxes, penalties or interest under Section 409A.


 






    9


     


    

 


(b)
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any
payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary
to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning
of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s
Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references
to a “termination,” “termination of employment” or like terms means a “separation from service.”


 


(c)
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of
“nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined
under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent
necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such
“separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth
in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter
(without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following
the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled
to be made.


 


10.7
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other
employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any
other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not
be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director,
officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.


 


10.8
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration
statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.
These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing,
without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate
in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses
or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants
may contact their local human resources representative.


 






    10


     


    

 


10.10
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provisions had been excluded, and the illegal or invalid action will be null and void.


 


10.11
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a
Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply.


 


10.12
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State
of Delaware.


 


10.13
Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company
claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform
and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.


 


10.14
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s
text, rather than such titles or headings, will control.


 


10.15
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable
Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable
Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable
Laws.


 


10.16
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly
provided in writing in such other plan or an agreement thereunder.


 


10.17
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant
under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares
to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable;
(b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average
price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award,
each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such
sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will
pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under
no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy
the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee
an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 






    11


     


    

 


Article
XI.



Definitions


 


As
used in the Plan, the following words and phrases will have the following meanings:


 


11.1
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under
the Plan have been delegated to such Committee.


 


11.2
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under US
federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation
system on which the Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where
Awards are granted.


 


11.3
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.


 


11.4
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such
terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


11.5
“Board” means the Board of Directors of the Company.


 


11.6
“Cause” means, with respect to a Participant, “Cause” (or any term of similar effect) as defined
in such Participant’s employment agreement with the Company or any of its Subsidiaries if such an agreement exists and contains
a definition of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of
Cause (or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant’s unauthorized use or disclosure
of confidential information or trade secrets of the Company or any of its Subsidiaries or any material breach of a written agreement
between the Participant and the Company or any of its Subsidiaries, including without limitation a material breach of any employment,
confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant’s commission of, indictment for or the entry
of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United States or any state thereof
or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) the
Participant’s negligence or willful misconduct in the performance of the Participant’s duties or the Participant’s
willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation
or dishonesty committed by the Participant against the Company or any of its Subsidiaries; or (v) any acts, omissions or statements
by a Participant which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business
relations of the Company or any of its Subsidiaries.


 






    12


     


    

 


11.7
“Change in Control” means and includes each of the following:


 


(a)
A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed
with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and
(ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such
terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee
benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; or


 


(b)
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any
new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction
described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or


 


(c)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
shares of another entity, in each case other than a transaction:


 


(i)
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and


 


(ii)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to
the consummation of the transaction.


 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for
the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes
under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion
thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes
a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 






    13


     


    

 


The
Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change
in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters
relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change
in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


11.8
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company
directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3,
it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is
subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure
to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.


 


11.10
“Common Stock” means share(s) of common stock par value $0.0001 per share of the Company.


 


11.11
“Company” means Custom Truck One Source, Inc., a Delaware corporation.


 


11.12
“Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render services
to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary; (ii) renders services
not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or
maintain a market for the Company’s securities; and (iii) is a natural person.


 


11.13
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the
Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.14
“Director” means a Board member.


 


11.15
“Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.


 


11.16
“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value
(in cash or Shares) of dividends paid on Shares.


 


11.17
“Employee” means any employee of the Company or its Subsidiaries.


 


11.18
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as
a share dividend, share split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind
of Shares (or other Company securities) or the share price of the Shares (or other Company securities) and causes a change in the per
share value of the Shares underlying outstanding Awards.


 






    14


     


    

 


11.19
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


11.20
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares
are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such
exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange
but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the
Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market
Value in its discretion.


 


11.21
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary
corporation, as defined in Section 424(e) and (f) of the Code, respectively.


 


11.22
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined
in Section 422 of the Code.


 


11.23
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.


 


11.24
“Option” means an option to purchase Shares.


 


11.25
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially
by referring to, or are otherwise based on, Shares or other property.


 


11.26
“Overall Share Limit” means 14,650,000 Shares.


 


11.27
“Participant” means a Service Provider who has been granted an Award.


 






    15


     


    

 


11.28
“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to
establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after
one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue
or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating
earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating
cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital;
return on shareholders’ equity; total shareholder return; return on sales; costs, reductions in costs and cost control measures;
expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or
appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment
of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic
value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee
satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters;
strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage);
debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity;
investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental
increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance
of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance
of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee
may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including
(a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges
or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization
or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations
of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign
exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities,
(j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding
shares, (l) conversion of some or all of convertible securities to Shares, (m) any business interruption event, (n) the cumulative effects
of tax or accounting changes in accordance with US generally accepted accounting principles, or (o) the effect of changes in other laws
or regulatory rules affecting reported results.


 


11.29
“Plan” means this Amended and Restated 2019 Omnibus Incentive Plan.


 


11.30
“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions
and other restrictions.


 


11.31
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, a
Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject
to certain vesting conditions and other restrictions.


 


11.32
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


11.33
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.


 






    16


     


    

 


11.34
“Securities Act” means the Securities Act of 1933, as amended.


 


11.35
“Service Provider” means an Employee, Consultant, or Director of the Company or any of its Subsidiaries.


 


11.36
“Share” means a share of Common Stock.


 


11.37
“Stockholder” means a holder of Common Stock.


 


11.38
“Stock Appreciation Right” means a stock appreciation right granted under Article V.


 


11.39
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of
entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the
time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities
or interests in one of the other entities in such chain.


 


11.40
“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


11.41
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 



    17