Exhibit 4.1


 





IRONPLANET, INC.


 


1999 STOCK PLAN


 


(as amended by the Board on August 25, 2011
and

ratified by the Stockholders on November 1, 2012)


  


 


1.       Purposes
and Term of the Plan.


 


(a)       Purposes
of the Plan. The purposes of this 1999 Stock Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries
and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options (as defined
under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an
Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder.
Stock purchase rights may also be granted under the Plan.


 


(b)       Term
of the Plan. The Plan, as amended and restated herein, shall become effective on the date of its adoption by the Board,
subject to the approval of the Company’s stockholders as described in Section 19. The Plan shall terminate automatically
10 years after the later of (i) the date when the Board adopted the Plan or (ii) the date when the Board approved the most recent
increase in the number of Shares reserved under Section 3 that was also approved by the Company’s stockholders. The Plan
may be terminated on any earlier date pursuant to Section 15 below


 


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


 


(a)       “Administrator”
means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.


 


(b)       “Affiliate”
means an entity other than a Subsidiary (as defined below) in which the Company owns an equity interest.


 


(c)       “Applicable
Laws” means the legal requirements relating to the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any Stock Exchange and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.


 


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


 


(e)       “Change
in Control” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or
other capital reorganization of the Company with or into another corporation; provided however that a merger, consolidation or
other capital reorganization in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately
prior to such transaction continue to hold (either by the voting securities remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company,
or such surviving entity, outstanding immediately after such transaction shall not constitute a Change in Control.


 


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


 


(g)       “Committee”
means the Committee appointed by the Board of Directors to administer the Plan in accordance with Section 4 below.


 


(h)       “Common
Stock” means the Common Stock of the Company.


 


(i)       “Company”
means IronPlanet, Inc., a Delaware corporation.


 


(j)       “Consultant”
means any person, including an advisor, who renders services to the Company, or any Parent, Subsidiary or Affiliate, and is compensated
for such services, and any director of the Company whether compensated for such services or not.


 


(k)       “Continuous
Status as an Employee or Consultant” means the absence of any interruption or termination of service as an Employee
or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick
leave; (ii) military leave; (iii) family leave (iv), any other leave of absence approved by the Administrator, provided
that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (v) in the case
of transfers between locations of the Company or between the Company, its Parent(s), Affiliates, Subsidiaries or their respective
successors. For purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to an Employee
will not constitute an interruption of Continuous Status as an Employee or Consultant.


 






     


     


    

 


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


 


(m)       “Employee”
means any person, including officers and directors, employed by the Company or any Parent, Subsidiary or Affiliate of the Company,
with the status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the
Administrator in its discretion, subject to any requirements of the Code. The payment by the Company of a director’s fee
to a director shall not be sufficient to constitute “employment” of such director by the Company.


 


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


 


(o)       “Fair
Market Value” means, as of any date, the fair market value of Common Stock determined as follows:


 


(i)       If
the Common Stock is listed on any established stock exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on such
system or exchange, or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to
the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)       If
the Common Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for
the Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or


 


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


 


(p)       “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code, as designated in the applicable written Option Agreement.


 


(q)       “Listed
Security” means any security of the Company which is listed or approved for listing on a national securities exchange
or designated or approved for designation as a national market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc.


 


(r)       “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable
written Option Agreement.


 


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


 


(t)       “Option
Agreement” means a written agreement between an Optionee and the Company reflecting the terms of an Option granted
under the Plan and includes any documents attached to such Option Agreement, including, but not limited to, a notice of stock option
grant and a form of exercise notice.


 


(u)       “Option
Exchange Program” means a program whereby outstanding Options are exchanged for Options with a lower exercise price.


 


(v)       “Optioned
Stock” means the Common Stock subject to an Option or a Stock Purchase Right.


 


(w)       “Optionee”
means an Employee or Consultant who receives an Option or a Stock Purchase Right.


 


(x)       “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or
any successor provision.


 






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(y)       “Plan”
means this 1999 Stock Plan.


 


(z)       “Reporting
Person” means an officer, director, or greater than 10% shareholder of the Company within the meaning of Rule 16a-2
under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.


 


(aa)     “Restricted Stock”
means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 10 below.


 


(bb)     “Restricted Stock Purchase
Agreement” means a written agreement between a holder of a Stock Purchase Right and the Company reflecting the terms
of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.


 


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


 


(dd)     “Share”
means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.


 


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


 


(ff)      “Stock Purchase Right”
means the right to purchase Common Stock pursuant to Section 10 below.


 


(gg)     “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code,
or any successor provision.


 


3.       Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that
may be sold under the Plan is 20,728,018 Shares of Common Stock (the “Reserved Shares”). The Shares may be authorized,
but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable for any reason without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless
the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock
that are retained by the Company upon exercise of an Option or Stock Purchase Right in order to satisfy the exercise or purchase
price for such Option or Stock Purchase Right or any withholding taxes due with respect to such exercise shall be treated as not
issued and shall continue to be available under the Plan. Effective as of the date of adoption of this Plan, Shares issued under
the Plan and later repurchased by the Company pursuant to any repurchase right that the Company may have shall be available for
future grant under the Plan; provided that the total number of Shares issued (counting each reissuance of a Share that was previously
issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of Incentive Stock
Options shall not exceed two times the Reserved Shares (subject to adjustment under Section 12(a)) over the term of the Plan.


 


4.       Administration
of the Plan.


 


(a)       Initial
Plan Procedure. Prior to the date, if any, upon which the Company becomes subject to the Exchange Act, the Plan shall be
administered by the Board or a Committee appointed by the Board.


 


(b)       Plan
Procedure After the Date, if any, Upon Which the Company Becomes Subject to the Exchange Act.


 


(i)       Multiple
Administrative Bodies. If permitted by Rule 16b-3, grants under the Plan may be made by different bodies with respect to
Directors, non-Director officers and Employees or Consultants who are not Reporting Persons.


 


(ii)       Administration
With Respect to Reporting Persons. With respect to grants of Options or Stock Purchase Rights to Employees who are Reporting
Persons, such grants shall be made by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance
with Rule 16b-3, or (B) a Committee designated by the Board to make grants to Reporting Persons under the Plan, which Committee
shall be constituted in such a manner as to permit grants under the Plan to comply with Rule 16b-3. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly make
grants to Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.


 






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(iii)       Administration
With Respect to Consultants and Other Employees. With respect to grants of Options or Stock Purchase Rights to Employees
or Consultants who are not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by the Applicable Laws.


 


(c)       Powers
of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated
by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of
any Stock Exchange, the Administrator shall have the authority, in its discretion:


 


(i)       to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of the Plan;


 


(ii)       to
select the Consultants and Employees to whom Options and Stock Purchase Rights or any combination thereof may from time to time
be granted hereunder;


 


(iii)       to
determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted hereunder;


 


(iv)       to
determine the number of shares of Common Stock to be covered by each such award granted hereunder;


 


(v)       to
approve forms of agreement for use under the Plan;


 


(vi)       to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the time or times when Options or Stock Purchase Rights
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 Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case
on such factors as the Administrator, in its sole discretion, shall determine;


 


(vii)       to
determine whether and under what circumstances an Option may be settled in cash under Section 9(g) instead of Common Stock;


 


(viii)       to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;


 


(ix)       to
determine the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such
Stock Purchase Rights;


 


(x)       to
initiate an Option Exchange Program;


 


(xi)       to
construe and interpret the terms of the Plan and awards granted under the Plan; and


 


(xii)       in
order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to
participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law,
tax policies or customs.


 


(d)       Effect
of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final
and binding on all holders of Options or Stock Purchase Rights.


 






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5.       Eligibility.


 


(a)       Recipients
of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive
Stock Options may be granted only to Employees; provided however that Employees of Affiliates shall not be eligible to receive
Incentive Stock Options. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he or she is
otherwise eligible, be granted additional Options or Stock Purchase Rights.


 


(b)       Type
of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares with respect
to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which
they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date
of the grant of such Option.


 


(c)       At-Will
Relationship. The Plan shall not confer upon the holder of any Option or Stock Purchase Right any right with respect to
continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such holder’s
right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause.


 


6.       Term
of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten
years unless sooner terminated under Section 15 of the Plan.


 


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


 


8.       Option
Exercise Price and Consideration.


 


(a)       The
per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by
the Board and set forth in the Option Agreement, but shall be subject to the following:


 


(i)       In
the case of an Incentive Stock Option that is:


 


(A)       granted
to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of grant.


 


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


 


(ii)       In
the case of a Nonstatutory Stock Option that is intended to qualify as performance-based compensation under Section 162(m) of the
Code and is granted on or after the date, if ever, on which the Common Stock becomes a Listed Security, the per Share exercise
price shall be no less than 100% of the Fair Market Value on the date of grant; and


 


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


 


(b)       The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist
entirely of (1) cash, (2) check, (3) promissory note, (4) cancellation of indebtedness, (5) other Shares
that (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months
on the date of surrender or such other period as may be required to avoid a charge to the Company’s earnings, and (y) have
a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall
be exercised, (6) authorization for the Company to retain from the total number of Shares as to which the Option is exercised
that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares
as to which the Option is exercised, (7) delivery of a properly executed exercise notice together with such other documentation
as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company
of the sale or loan proceeds required to pay the exercise price and any applicable income or employment taxes, (8) delivery
of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares
not more than twelve months after the date of delivery of the subscription agreement, (9) any combination of the foregoing
methods of payment, or (10) such other consideration and method of payment for the issuance of Shares to the extent permitted
under the Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider
if acceptance of such consideration may be reasonably expected to benefit the Company.


 






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9.       Exercise
of Option.


 


(a)       Procedure
for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator and reflected in the Option Agreement, which may include vesting requirements and/or performance
criteria with respect to the Company and/or the Optionee. In the event that any of the Shares issued upon exercise of an Option
(which exercise occurs prior to the date, if any, upon which the Common Stock becomes a Listed Security) should be subject to a
right of repurchase in the Company’s favor, which will lapse according to the terms approved by the Administrator. The Administrator
shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any leave of absence.


 


An Option may not be exercised for a fraction
of a Share.


 


An Option shall be deemed exercised when
written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled
to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised.
Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 8(b)
of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12
of the Plan.


 


Exercise of an Option in any manner shall
result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


(b)       Termination
of Employment or Consulting Relationship. Subject to Section 9(c) below, in the event of termination of an Optionee’s
Continuous Status as an Employee or Consultant with the Company, such Optionee may, but only within three months (or such other
period of time not less than 30 days as is determined by the Administrator, with such determination in the case of an Incentive
Stock Option being made at the time of grant of the Option and not exceeding three months) after the date of such termination (but
in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her
Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee
was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate and the Optioned Stock underlying the unexercised
portion of the Option shall revert to the Plan. No termination shall be deemed to occur and this Section 9(b) shall not apply if
(i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.


 


(c)       Disability
of Optionee.


 


(i)       Notwithstanding
Section 9(b) above, in the event of termination of an Optionee’s Continuous Status as an Employee or Consultant as a
result of his or her total and permanent disability (within the meaning of Section 22(e)(3) of the Code), such Optionee may, but
only within twelve months from the date of such termination (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of
such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the
Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate and
the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan.


 






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(ii)       In
the event of termination of an Optionee’s Continuous Status as an Employee or Consultant as a result of a disability which
does not fall within the meaning of total and permanent disability (as set forth in Section 22(e)(3) of the Code), such Optionee
may, but only within six months from the date of such termination (but in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date
of such termination. However, to the extent that such Optionee fails to exercise an Option which is an Incentive Stock Option (within
the meaning of Section 422 of the Code) within three months of the date of such termination, the Option will not qualify for Incentive
Stock Option treatment under the Code. To the extent that the Optionee was not entitled to exercise the Option at the date of termination,
or if the Optionee does not exercise such Option to the extent so entitled within six months from the date of termination, the
Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan.


 


(d)       Death
of Optionee. In the event of the death of an Optionee during the period of Continuous Status as an Employee or Consultant
since the date of grant of the Option, or within 30 days following termination of the Optionee’s Continuous Status as an
Employee or Consultant, the Option may be exercised, at any time within twelve months following the date of death (but in no event
later than the expiration date of the term of such Option as set forth in the Option Agreement), by such Optionee’s estate
or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of death or, if earlier, the date of termination of the Optionee’s Continuous Status
as an Employee or Consultant. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination,
as the case may be, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan.


 


(e)       Extension
of Exercise Period. The Administrator shall have full power and authority to extend the period of time for which an Option
is to remain exercisable following termination of an Optionee’s Continuous Status as an Employee or Consultant from the periods
set forth in Sections 10(b), 10(c) and 10(d) above or in the Option Agreement to such greater time as the Board shall deem
appropriate, provided, that in no event shall such option be exercisable later than the date of expiration of the term of such
Option as set forth in the Option Agreement.


 


(f)       Rule
16b-3. Options granted to Reporting Persons shall comply with Rule 16b-3 and shall contain such additional conditions
or restrictions as may be required thereunder to qualify for the maximum exemption for Plan transactions.


 


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


 


10.       Stock
Purchase Rights.


 


(a)       Rights
to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under
the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including
the number of Shares that such person shall be entitled to purchase, the price to be paid (which shall be as determined by the
Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must
accept such offer, which shall in no event exceed 30 days from the date upon which the Administrator made the determination to
grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined
by the Administrator.


 


(b)       Repurchase
Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company
a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company
for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.


 






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(c)       Other
Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock
Purchase Agreements need not be the same with respect to each purchaser.


 


(d)       Rights
as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of
a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer
agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.


 


11.       Stock
Withholding to Satisfy Withholding Tax Obligations. At the discretion of the Administrator, Optionees may satisfy withholding
obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with an Option or Stock Purchase
Right, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company
an amount required to be withheld under applicable tax laws, the Optionee may satisfy the minimum withholding tax obligation by
one or some combination of the following methods: (a) by cash or check payment, (b) out of the Optionee’s current
compensation, (c) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares that (i) in
the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of
surrender, and (ii) have a Fair Market Value on the date of surrender equal to or less than the amount required to be withheld,
or (d) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, or the Shares to
be issued in connection with the Stock Purchase Right, if any, that number of Shares having a Fair Market Value equal to the amount
required to be withheld. For this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined (the “Tax Date”).


 


Any surrender by a Reporting Person of previously
owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions
of Rule 16b-3.


 


All elections by an Optionee to have Shares
withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:


 


(a)       the
election must be made on or prior to the applicable Tax Date;


 


(b)       once
made, the election shall be irrevocable as to the particular Shares of the Option or Stock Purchase Right as to which the election
is made; and


 


(c)       all
elections shall be subject to the consent or disapproval of the Administrator.


 


In the event the election to have Shares
withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under
Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option or Stock
Purchase Right is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number
of Shares on the Tax Date.


 


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


 


(a)       Changes
in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock that have been authorized
for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that have been returned
to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an Option or Stock Purchase Right.


 






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(b)       Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee
at least 15 days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed action.


 


(c)       Change
in Control. In the event of a Change in Control, each outstanding Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by the successor corporation or a Parent or Subsidiary of such successor corporation,
unless such successor corporation does not agree to assume the outstanding Options or Stock Purchase Rights or to substitute equivalent
options or rights, in which case such Options or Stock Purchase Rights shall terminate upon the consummation of the transaction.


 


For purposes of this Section 12(c), an Option
or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration
upon such Change in Control, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the
Option or Stock Purchase Right the same number and kind of shares of stock or the same amount of property, cash or securities as
such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior
to such transaction, the holder of the number of Shares of Common Stock covered by the Option or the Stock Purchase Right at such
time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided
for in this Section 12); provided however that if such consideration received in the Change in Control was 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 exercise of the Option to be solely common stock of the successor corporation or its
Parent equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.


 


(d)       Certain
Distributions. In the event of any distribution to the Company’s shareholders of securities of any other entity or
other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the
Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option
or Stock Purchase Right to reflect the effect of such distribution.


 


13.       Non-Transferability
of Options and Stock Purchase Rights. Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised or
purchased during the lifetime of the Optionee or the holder of Stock Purchase Rights only by the Optionee or holder of Stock Purchase
Rights; provided however that, after the date, if any, upon which the Common Stock becomes a Listed Security, the Administrator
may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements specifying (i) the manner in
which such Nonstatutory Stock Options are transferable and (ii) that any such transfer shall be subject to the Applicable Laws.
The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of the Option or Stock Purchase Right, only by such holder or a transferee permitted by this
Section 13.


 


14.       Time
of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes,
be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date
as is determined by the Board; provided, however, that in the case of any Incentive Stock Option, the grant date shall be the later
of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement
of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.


 






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15.       Amendment
and Termination of the Plan.


 


(a)       Authority
to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without
his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code
(or any other applicable law or regulation, including the requirements of any Stock Exchange), the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as required.


 


(b)       Effect
of Amendment or Termination. No amendment or termination of the Plan shall adversely affect Options already granted, unless
mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.


 


16.       Conditions
Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless
the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any Stock Exchange.


 


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


 


17.       Reservation
of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.


 


18.       Agreements.
Options and Stock Purchase Rights shall be evidenced by written Option Agreements and Restricted Stock Purchase Agreements, respectively,
in such form(s) as the Administrator shall approve from time to time.


 


19.       Shareholder
Approval. Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve months
before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under
applicable state and federal law and the rules of any Stock Exchange upon which the Common Stock is listed. All Options and Stock
Purchase Rights issued under the Plan shall become void in the event such approval is not obtained.


 


20.       Information
and Documents to Optionees and Purchasers.


 


(a)       The
Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant
to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in
the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company
shall not be required to provide such information if (i) the issuance of Options or Stock Purchase Rights under the Plan is limited
to key employees whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or
any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of
determining such compliance, any registered domestic partner shall be considered a “family member” as that term is
defined in Rule 701. The requirements in this Section 20(a) shall only apply to individuals or entities whose Option or Restricted
Stock is issued in reliance on Section 25102(o) of the California Corporations Code.


 


(b)       At
the time of issuance of any securities under the Plan, the Company shall provide to the Optionee or the purchaser a copy of the
Plan and any agreement(s) pursuant to which securities granted under the Plan are issued.


 




 






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