Exhibit 10.2


 


MGO GLOBAL INC.


 


2022 EQUITY INCENTIVE PLAN


 


1.            Purposes
of the Plan. The purposes of this Plan are:


 


·       to
attract and retain the best available personnel for positions of substantial responsibility,


 


·       to
provide additional incentive to Employees, Directors and Consultants, and


 


·       to
promote the success of the Company’s business.


 


The Plan permits the
grant of Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units
and Performance Awards.


 


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


 


2.1           “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


2.2          “Applicable
Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but
not limited to the related issuance of shares of Common Stock, including but not limited to, under U.S. federal and state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.


 


2.3          “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, or Performance Awards.


 


2.4          “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


2.6           “Change
in Control” means the occurrence of any of the following events:


 


(a)       Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together
with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;
provided, however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered
to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control;
provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company
that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately
before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions
as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect
beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent
entity of the Company, such event will not be considered a Change in Control under this subsection (a). For this purpose, indirect
beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or
more corporations or other business entities which own the Company, as the case may be, either directly or through one or more
subsidiary corporations or other business entities; or


 


(b)       Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered to
be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Change in Control; or


 




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(c)       Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair
market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following
will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity
that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company
to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s
stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly,
by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power
of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power
of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection
(c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


 


For purposes of this
Section 2.6, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Section 409A. 


 


Further and for the
avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction
of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


2.7           “Clawback
Policy” has the meaning set forth in Section 24.


 


2.8           “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder
will include such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated
under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


2.9           “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized
committee of the Board, in accordance with Section 4 hereof.


 


2.10         “Common
Stock” means the common stock of the Company.


 


2.11         “Company”
means MGO Global Inc., a Delaware corporation, or any successor thereto.


 


2.12         “Consultant”
means any natural person, including an advisor, engaged by the Company or any of its Parent or Subsidiaries to render bona fide
services to such entity, provided the services (a) are not in connection with the offer or sale of securities in a capital-raising
transaction, and (b) do not directly promote or maintain a market for the Company’s securities, in each case, within the
meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant will include only those persons
to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.


 




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2.13         “Director”
means a member of the Board.


 


2.14         “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance
with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


2.15         “Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


2.16         “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


2.17         “Exchange
Program” means a program under which (a) outstanding Awards are surrendered or cancelled in exchange for awards of the
same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (b) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by
the Administrator, and/or (c) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine
the terms and conditions of any Exchange Program in its sole discretion.


 


2.18         “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:


 


(a)       If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New
York Stock Exchange or the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of The Nasdaq Stock
Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that
date, as applicable, on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the
date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable;


 


(b)       If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if
no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(c)       For
purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth
in the final prospectus included within the registration statement on Form S-1 filed with the Securities and Exchange Commission
for the initial public offering of the Common Stock; or


 


(d)       In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


In addition, for purposes of determining
the fair market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation
Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently
for such purpose. The determination of fair market value for purposes of tax withholding may be made in the Administrator’s
sole discretion subject to Applicable Laws and is not required to be consistent with the determination of fair market value for
other purposes.


 


2.19         “Fiscal
Year” means the fiscal year of the Company.


 


2.20         “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock
option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 




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2.21         “Legal
Representative” has the meaning set forth in Section 6.6.4.


 


2.22         “Non-statutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 


2.23         “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


2.24         “Option”
means a stock option granted pursuant to the Plan.


 


2.25         “Outside
Director” means a Director who is not an Employee. Any member of the Board who is designated as the Executive Chairperson
(or its equivalent) will not be considered an Outside Director for purposes of the Plan.


 


2.26         “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


2.27         “Participant”
means the holder of an outstanding Award.


 


2.28         “Performance
Awards” means an Award which may be earned in whole or in part upon attainment of performance goals or other
vesting criteria as the Administrator may determine and which may be cash- or stock-denominated
and may be settled for cash, Shares or other securities or a combination of the foregoing under Section 10.


 


2.29         “Performance
Period” means has the meaning set forth in Section 10.1.


 


2.30         “Period
of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


2.31         “Person”
has the meaning set forth in Section 2.6(a).


 


2.32         “Plan”
means this MGO Global Inc. 2022 Equity Incentive Plan, as may be amended from time to time.


 


2.33         “Registration
Date” means the effective date of the first registration statement that is filed by the Company and declared effective
pursuant to Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities.


 


2.34         “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to
the early exercise of an Option.


 


2.35         “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


2.36         “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan. 


 


2.37         “Section
16b” means Section 16(b) of the Exchange Act.


 


2.38         “Section
409A” means Code Section 409A and the U.S. Treasury Regulations and guidance thereunder, and any applicable state law
equivalent, as each may be promulgated, amended or modified from time to time.


 




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2.39         “Securities
Act” means the U.S. Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.


 


2.40         “Service
Provider” means an Employee, Director or Consultant.


 


2.41         “Share”
means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.


 


2.42         “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated
as a Stock Appreciation Right.


 


2.43         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


2.44         “Trading
Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon
which the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is
open for trading.


 


2.45         “U.S.
Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section
of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.            Stock
Subject to the Plan.


 


3.1          Stock
Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15 of the Plan
and the automatic increase set forth in Section 3.2 of the Plan, the maximum aggregate number of Shares that may be subject to
Awards and sold under the Plan will be equal to 2,186,470 Shares. In addition, Shares may become available for issuance under Sections
3.2 and 3.3 of the Plan. The Shares may be authorized but unissued, or reacquired Common Stock.


 


3.2           Automatic
Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15, the
number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the
2023 Fiscal Year, in an amount equal to the least of (a) 500,000 Shares, (b) a number of Shares equal to four percent (4%) of the
total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding Fiscal
Year, or (c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding Fiscal
Year.


 


3.3           Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by
the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the
forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless
the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued)
pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation
Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that actually have
been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution
under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance
Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available
for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings
related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid
out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under
the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of Shares that
may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to
the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available
for issuance under the Plan pursuant to Sections 3.2 and 3.3.


 




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3.4          Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 


4.            Administration
of the Plan.


 


4.1         Procedure.


 


4.1.1       Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
The Compensation Committee of the Board initial be the Administrator of the Plan.


 


4.1.2       Rule
16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


4.1.3       Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee
will be constituted to comply with Applicable Laws.


 


4.2         Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(a)       to
determine the Fair Market Value;


 


(b)       to
select the Service Providers to whom Awards may be granted hereunder;


 


(c)       to
determine the number of Shares or dollar amounts to be covered by each Award granted hereunder;


 


(d)       to
approve forms of Award Agreements for use under the Plan;


 


(e)       to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto (including but not limited to, temporarily suspending the exercisability of an Award if
the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable
Laws, provided that such suspension must be lifted prior to the expiration of the maximum term and post-termination exercisability
period of an Award), based in each case on such factors as the Administrator will determine;


 


(f)        to
institute and determine the terms and conditions of an Exchange Program, including, subject to Section 20.3, to unilaterally implement
an Exchange Program without the consent of the applicable Award holder;


 


(g)       to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(h)       to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or
for qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the Administrator may deem necessary
or advisable;


 




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(i)        to
modify or amend each Award (subject to Section 20.3), including but not limited to the discretionary authority to extend the post-termination
exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4
and 7.5);


 


(j)        to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 16;


 


(k)       to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator; 


 


(l)        to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and


 


(m)      to
make all other determinations deemed necessary or advisable for administering the Plan.


 


4.3         Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.


 


5.            Eligibility.
Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards may be
granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 


6.            Stock
Options.


 


6.1        Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Options to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


6.2        Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of
the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other
terms and conditions as the Administrator, in its sole discretion, will determine.


 


6.3        Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate fair market value of the shares with respect to which incentive stock
options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds One Hundred Thousand Dollars ($100,000), such Options will be treated as non-statutory stock options.
For purposes of this Section 6.3, incentive stock options will be taken into account in the order in which they were granted, the
fair market value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation
will be performed in accordance with Code Section 422 and the U.S. Treasury Regulations promulgated thereunder.


 


6.4         Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option will
be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.


 




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6.5          Option
Exercise Price and Consideration.


 


6.5.1   Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by
the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise
price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding
the foregoing provisions of this Section 6.5.1, Options may be granted with a per Share exercise price of less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Code Section 424(a). 


  


6.5.2   Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


6.5.3   Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (a) cash (including cash equivalents); (b) check; (c) promissory
note, to the extent permitted by Applicable Laws, (d) other Shares, provided that such Shares have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further
that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines
in its sole discretion; (e) consideration received by the Company under a cashless exercise program (whether through a broker or
otherwise) implemented by the Company in connection with the Plan; (f) by net exercise; (g) such other consideration and method
of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (h) any combination of the foregoing methods
of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance
of such consideration may be reasonably expected to benefit the Company.


 


6.6          Exercise
of Option.


 


6.6.1    Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.


 


An Option will be deemed
exercised when the Company receives: (a) notice of exercise (in such form as the Administrator may specify from time to time) from
the person entitled to exercise the Option, and (b) full payment for the Shares with respect to which the Option is exercised (together
with applicable tax withholdings). Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant
or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised.
No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 15 of the Plan. 


Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


6.6.2   Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon such cessation as
the result of the Participant’s death or Disability, the Participant may exercise his or her Option within three (3) months
of such cessation, or such shorter or longer period of time, as is specified in the Award Agreement, in no event later than the
expiration of the term of such Option as set forth in the Award Agreement or Section 6.4. Unless otherwise provided by the Administrator
or set forth in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the
Company or any of its Subsidiaries or Parents, as applicable, if on such date of cessation the Participant is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If after
such cessation the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will
terminate, and the Shares covered by such Option will revert to the Plan.


 




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6.6.3   Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within six (6) months of such cessation, or such longer or shorter period of time as is specified
in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement
or Section 6.4, as applicable) to the extent the Option is vested on such date of cessation. Unless otherwise provided by the Administrator
or set forth in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the
Company or any of its Subsidiaries or Parents, as applicable, if on the date of such cessation the Participant is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If after
such cessation the Participant does not exercise his or her Option within the time specified herein, the Option will terminate,
and the Shares covered by such Option will revert to the Plan.


 


6.6.4   Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following
the Participant’s death, or within such longer or shorter period of time as is specified in the Award Agreement (but in no
event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6.4, as applicable),
by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s
death in a form (if any) acceptable to the Administrator. If the Administrator has not permitted the designation of a beneficiary
or if no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative
of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will
or in accordance with the laws of descent and distribution (each, a “Legal Representative”). If the Option is
exercised pursuant to this Section 6.6.4, Participant’s designated beneficiary or Legal Representative shall be subject to
the terms of this Plan and the Award Agreement, including but not limited to the restrictions on transferability and forfeitability
applicable to the Service Provider. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other
written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents,
as applicable, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan immediately. If the Option is not so exercised within the time specified herein,
the Option will terminate, and the Shares covered by such Option will revert to the Plan.


  


6.6.5   Tolling
Expiration. A Participant’s Award Agreement may also provide that:


 


(a)       if
the exercise of the Option following the cessation of Participant’s status as a Service Provider (other than upon the Participant’s
death or Disability) would result in liability under Section 16b, then the Option will terminate on the earlier of (i) the expiration
of the term of the Option set forth in the Award Agreement, or (ii) the tenth (10th) day after the last date on which
such exercise would result in liability under Section 16b; or


 


(b)       if
the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the
Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the
registration requirements under the Securities Act, then the Option will terminate on the earlier of (i) the expiration of the
term of the Option or (ii) the expiration of a period of thirty (30) days after the cessation of the Participant’s status
as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.


 


7.            Stock
Appreciation Rights.


 


7.1          Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


7.2          Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock
Appreciation Rights.


 




    	 	 9	 



     


    




 


7.3          Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7.6 will be determined by the Administrator and will be no
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject
to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights
granted under the Plan.


 


7.4          Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as
the Administrator, in its sole discretion, will determine.


 


7.5          Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
6.4 relating to the maximum term and Section 6.6 relating to exercise also will apply to Stock Appreciation Rights.


  


7.6          Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
payment from the Company in an amount determined by multiplying:


 


(a)       The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(b)       The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of
the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.


 


8.            Restricted
Stock.


 


8.1          Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


8.2          Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction
(if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will
determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until
the restrictions on such Shares have lapsed. The Administrator, in its sole discretion, may determine that an Award of Restricted
Stock will not be subject to any Period of Restriction and consideration for such Award is paid for by past services rendered as
a Service Provider.


 


8.3          Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


8.4          Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.


 


8.5          Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or
at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.


 




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8.6          Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


8.7          Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


8.8           Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will revert to the Company and again will become available for grant under the Plan.


 


9.           Restricted
Stock Units.


 


9.1          Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions,
and restrictions related to the grant, including the number of Restricted Stock Units.


 


9.2          Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including,
but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined
by the Administrator in its discretion.


 


9.3           Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


9.4           Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made at the time(s) determined by the Administrator
and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash,
Shares, or a combination of both.


 


9.5          Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10.          Performance
Awards.


 


10.1        Award
Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify any time period during which any
performance objectives or other vesting provisions will be measured (“Performance Period”), and such other terms and
conditions as the Administrator determines. Each Performance Award will have an initial value that is determined by the Administrator
on or before its date of grant.


 


10.2        Objectives
or Vesting Provisions and Other Terms. The Administrator will set any objectives or vesting provisions that, depending
on the extent to which any such objectives or vesting provisions are met, will determine
the value of the payout for the Performance Awards. The Administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service),
applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.


 


10.3        Earning
Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to
receive a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its discretion,
may reduce or waive any performance objectives or other vesting provisions for such Performance Award.


 




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10.4        Form
and Timing of Payment. Payment of earned Performance Awards will be made at the time(s) determined by the Administrator and
set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Performance Awards in cash, Shares,
or a combination of both.


 


10.5        Cancellation
of Performance Awards. On the date set forth in the Award Agreement, all unearned or unvested Performance Awards will be forfeited
to the Company, and again will be available for grant under the Plan.


 


11.         Outside
Director Award Limitations. No Outside Director may be granted, in any Fiscal Year, equity awards (including any Awards granted
under this Plan), the value of which will be based on their grant date fair value determined in accordance with U.S. generally
accepted accounting principles, and be provided any other compensation (including without limitation any cash retainers or fees)
in amounts that, in the aggregate, exceed $200,000, provided that such amount is increased to $300,000 in the Fiscal Year of such
individual’s initial service as an Outside Director. Any Awards granted or other compensation provided to an individual (a)
for such individual’s services as an Employee, or for such individual’s services as a Consultant (other than as an
Outside Director), or (b) prior to the Registration Date, will be excluded for purposes of this Section 11.


 


12.         Compliance
With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of,
or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to be exempt from or meet the requirements of Section 409A and will
be construed and interpreted in accordance with such intent (including with respect to any ambiguities or ambiguous terms), except
as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement
or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet
the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax
or interest applicable under Section 409A. In no event will the Company or any of its Parent or Subsidiaries have any responsibility,
liability, or obligation to reimburse, indemnify, or hold harmless a Participant (or any other person) in respect of Awards, for
any taxes, penalties or interest that may be imposed on, or other costs incurred by, Participant (or any other person) as a result
of Section 409A.


 


13.          Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws,
vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an
Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between
the Company, its Parent, or any of its Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three (3)
months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day
of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will
be treated for tax purposes as a Non-statutory Stock Option.


   


14.          Limited
Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent and distribution (which, for purposes of
clarification, shall be deemed to include through a beneficiary designation if available in accordance with Section 6.6.4), and
may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable,
such Award will contain such additional terms and conditions as the Administrator deems appropriate.


 


15.          Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


15.1       Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification,
repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company
affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to
prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust
the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock
covered by each outstanding Award, and numerical Share limits in Section 3.


 




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15.2       Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


15.3       Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change
in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following
paragraph) without a Participant’s consent, including, without limitation, that (a) Awards will be assumed, or substantially
equivalent awards will be substituted, by the acquiring or successor corporation (or an affiliate thereof) with appropriate adjustments
as to the number and kind of shares and prices; (b) upon written notice to a Participant, that the Participant’s Awards will
terminate upon or immediately prior to the consummation of such merger or Change in Control; (c) outstanding Awards will vest and
become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or
upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately
prior to the effectiveness of such merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of
cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization
of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of
the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained
upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company
without payment), or (ii) the replacement of such Award with other rights or property selected by the Administrator in its sole
discretion; or (e) any combination of the foregoing. In taking any of the actions permitted under this Section 15.3, the Administrator
will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards,
similarly.


 


In the event that the
acquiring or successor corporation (or an affiliate thereof) does not assume the Award (or portion thereof) as described below
or substitute for the Award (or portion thereof) as described above, then the Participant will fully vest in and have the right
to exercise his or her outstanding Options and Stock Appreciation Rights (or portions thereof) not assumed or substituted for,
including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted
Stock Units, or Performance Awards (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards
with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria
will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless
specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator between the
Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or
portion thereof) is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the
Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable
for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its
applicable portion) will terminate upon the expiration of such period.


 


For the purposes of this
Section 15.3 and Section 15.4 below, an Award will be considered assumed if, following the merger or Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control,
the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders
of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator
may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option
or Stock Appreciation Right or upon the payout of a Restricted Stock Unit or Performance Award, for each Share subject to such
Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or Change in Control.


 




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Notwithstanding anything
in this Section 15.3 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance
goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized
by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however,
a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure
will not be deemed to invalidate an otherwise valid Award assumption. 


 


Notwithstanding anything
in this Section 15.3 to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or
paid-out under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement
(or other agreement related to the Award, as applicable) does not comply with the definition of “change in control”
for purposes of a distribution under Section 409A, then any payment of an amount that is otherwise accelerated under this Section
15.3 will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties
applicable under Section 409A.


 


15.4        Outside
Director Awards. With respect to Awards granted to an Outside Director, in the event of a Change in Control, the Participant
will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such
Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock
Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided
otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its
Subsidiaries or Parents, as applicable.


 


16.          Tax
Withholding.


 


16.1       Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as
any tax withholdings are due, the Company (or any of its Parent, Subsidiaries, or affiliates employing or retaining the services
of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to
the Company (or any of its Parent, Subsidiaries, or affiliates, as applicable) or a relevant tax authority, an amount sufficient
to satisfy U.S. federal, state, local, non-U.S., and other taxes (including the Participant’s FICA or other social insurance
contribution obligation) required to be withheld or paid with respect to such Award (or exercise thereof).


 


16.2       Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax liability or withholding obligation, in whole or in part by such methods as the Administrator
shall determine, including, without limitation, (a) paying cash, check or other cash equivalents, (b) electing to have the Company
withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld
or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the
Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value
equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine, in each
case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines
in its sole discretion, (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as
the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to
be withheld or paid, (e) such other consideration and method of payment for the meeting of tax liabilities or withholding obligations
as the Administrator may determine to the extent permitted by Applicable Laws, or (f) any combination of the foregoing methods
of payment. The amount of the withholding obligation will be deemed to include any amount which the Administrator agrees may be
withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal
income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to
be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences,
as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be
determined as of the date that the taxes are required to be withheld.


 




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17.          No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor
will they interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents,
as applicable, to terminate such relationship at any time, free from any liability or claim under the Plan.


 


18.          Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


19.          Effective
Date; Term of Plan. Subject to Section 23 of the Plan, the Plan will become effective upon the later to occur of (i) its adoption
by the Board or (ii) the business day immediately prior to the Registration Date. It will continue in effect until terminated under
Section 20, but no Incentive Stock Options may be granted after 10 years from the date adopted by the Board and Section 3.2 will
operate only until the 10th anniversary of the date the Plan is adopted by the Board.


 


20.          Amendment
and Termination of the Plan.


 


20.1       Amendment
and Termination. The Administrator, in its sole discretion, may amend, alter, suspend or terminate the Plan, or any part thereof,
at any time and for any reason.


 


20.2       Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.


 


20.3       Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights
of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability
to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


21.          Conditions
Upon Issuance of Shares.


 


21.1       Legal
Compliance. Shares will not be issued pursuant to an Award unless the exercise or vesting of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


21.2       Investment
Representations. As a condition to the exercise or vesting of an Award, the Company may require the person exercising or vesting
in such Award to represent and warrant at the time of any such exercise or vesting that the Shares are being acquired only for
investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such
a representation is required.


 


22.           Inability
to Obtain Authority. If the Company determines it to be impossible or impractical to obtain authority from any regulatory body
having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under
any U.S. state or federal law or non-U.S. law or under the rules and regulations of the U.S. Securities and Exchange Commission,
the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority,
registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance
and sale of any Shares hereunder, the Company will be relieved of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.


 




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23.           Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


24.      
   Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s
rights, payments, and benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture,
recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include, without limitation, termination of such
Participant’s status as an employee and/or other service provider for cause or any specified action or inaction by a
Participant, whether before or after such termination of employment and/or other service, that would constitute cause for
termination of such Participant’s status as an employee and/or other service provider. Notwithstanding any provisions
to the contrary under this Plan, all Awards granted under the Plan will be subject to reduction, cancellation,
forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that the Company is required to adopt
pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable
Laws (the “Clawback Policy”). The Administrator may require a Participant to forfeit, or return to
the Company, or reimburse the Company for, all or a portion of the Award and any amounts paid thereunder pursuant to the
terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws, including without limitation any
reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 24 specifically is
mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or
otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for “good
reason” or “constructive termination” (or similar term) under any agreement with the Company or any Parent
or Subsidiary of the Company.


 


*            *
           *


 




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