Exhibit
4.1


 


LINELIBRARY
INC.


 


2020
EQUITY COMPENSATION PLAN


 


The
purpose of the LineLibrary Inc. 2020 Equity Compensation Plan (the “Plan”) is to provide (i) designated
employees LineLibrary Inc., a Delaware corporation (together with any subsidiaries, the “Company”),
(ii) certain consultants and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members
of the Board of Directors of the Company (the “Board”) with the opportunity to receive grants of Incentive
Stock Options, Nonqualified Stock Options, Stock Awards, Stock Units, SARs and Other Equity Awards (all as defined below). The
Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby
benefiting the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders.


 


1.
Administration.


 


(a)
Committee. The Plan shall be administered and interpreted by (i) the Board or (ii) a committee or individual appointed
by the Board. After an initial public offering of the


 


Company’s
stock as described in Section 21(b) (a “Public Offering”), the Plan shall be administered by a committee,
which shall consist of “outside directors” as defined under section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”), and related Treasury regulations and “non-employee directors” as defined
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However,
the Board may ratify or approve any grants as it deems appropriate. If a committee or individual selected by the Board administers
the Plan, references in the Plan to the “Committee,” as they relate to Plan administration, shall be
deemed to refer to the committee or individual.


 


(b)
Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom grants shall
be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine
the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria
for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant, provided, that
such amendment does not materially impair the rights of the participant without such participant’s consent, and (v) deal
with any other matters arising under the Plan.


 


(c)
Committee Determinations. The Committee shall have full power and authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and
for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations
of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be
executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of
the Plan and need not be uniform as to similarly situated individuals.


 




    	 



    	 



    

 


2. Grants.
Awards under the Plan may consist of grants of incentive stock options as described in Section 5 (“Incentive
Stock Options”), nonqualified stock options as described in Section 5 (“Nonqualified Stock
Options”) (Incentive Stock Options and Nonqualified Stock Options are collectively referred to as
“Options”), stock awards as described in Section 6 (“Stock Awards”),
stock units as described in Section 7 (“Stock Units”), stock appreciation rights
(“SARs”) as described in Section 8, and other equity-based awards as described in Section 9
(“Other Equity Awards”) (collectively referred to herein as “Grants”).
All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent
with this Plan, as the Committee deems appropriate, and as are specified in writing by the Committee to the individual in a
grant instrument or an amendment to the grant instrument (the “Grant Instrument”). The Committee
shall approve the form and provisions of each Grant Instrument. Grants under the Plan need not be uniform as among the
grantees.


 


3.
Shares Subject to Plan.


 


(a)
Shares Authorized. Subject to adjustment as described below, the aggregate number of shares of common stock of the Company,
no par value per share (“Company Stock”), that may be issued or transferred under the Plan is 163,636.
The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards, Stock Units,
or Other Equity Awards are forfeited, the shares subject to such Grants shall again be available for purposes of the Plan.


 


(b) Adjustments.
If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend,
spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or
consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or
unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, or if
the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company’s
payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance
under the Plan, the maximum number of shares of Company Stock for which any individual may receive Grants in any year, the
kind and number of shares covered by outstanding Grants, the kind and number of shares issued and to be issued under the
Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Committee, in
such a manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind
or value of, the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights
and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 13
of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with sections 409A and 424 of the Code, to
the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.


 




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4.
Eligibility for Participation.


 


(a) Eligible
Persons. All employees of the Company and its subsidiaries (“Employees”), including Employees
who are officers or members of the Board, and members of the Board who are not Employees (“Non-Employee
Directors”) shall be eligible to participate in the Plan. Consultants and advisors who perform services for the
Company or any of its subsidiaries (“Key Advisors”) shall be eligible to participate in the Plan if
the Key Advisors render bona fide services to the Company or its subsidiaries, the services are not in connection with the
offer and sale of securities in a capital-raising transaction, and the Key Advisors do not directly or indirectly promote or
maintain a market for the Company’s securities.


 


(b)
Selection of Grantees. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants
and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines.
Employees, Key Advisors and Non-Employee Directors who receive Grants under this Plan shall hereinafter be referred to as “Grantees.”


 


5.
Granting of Options. The Committee may grant Options to an Employee, Non-Employee Director or Key Advisor, upon such terms
as the Committee deems appropriate. The following provisions are applicable to Options:


 


(a)
Number of Shares. The Committee shall determine the number of shares of Company Stock that will be subject to each Grant
of Options to Employees, Non-Employee Directors and Key Advisors.


 


(b)
Type of Option and Price.


 


(i)
The Committee may grant Incentive Stock Options that are intended to qualify as “incentive stock options” within
the meaning of section 422 of the Code or Nonqualified Stock Options that are not intended so to qualify or any combination
of Incentive Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options may be granted to Employees,
Non-Employee Directors and Key Advisors.


 


(ii)
The purchase price (the “Exercise Price”) of Company Stock subject to an Option shall be determined
by the Committee and may be equal to or greater than the Fair Market Value (as defined below) of a share of Company Stock on the
date the Option is granted. The Exercise Price of an Incentive Stock Option shall be equal to, or greater than, the Fair Market
Value of a share of Company Stock on the date the Incentive Stock Option is granted, and an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing 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, unless the Exercise Price per share is
not less than 110% of the Fair Market Value of Company Stock on the date of grant.


 




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(iii)
If the Company Stock is publicly traded, then the Fair Market Value (the “Fair Market Value”) per share
shall be determined as follows: (x) if the principal trading market for the Company Stock is a national securities exchange or
the Nasdaq National Market, the last reported sale price thereof on the relevant date or (if there were no trades on that date)
the latest preceding date upon which a sale was reported, or (y) if the Company Stock is not principally traded on such exchange
or market, the mean between the last reported “bid” and “asked” prices of Company Stock on the relevant
date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in
a customary financial reporting service, as applicable and as the Committee determines. If the Company Stock is not publicly traded
or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set
forth above, the Fair Market Value per share shall be as determined by the Committee in accordance with Section 409A of the Code.


 


(c)
Option Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten (10) years
from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock
possessing 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, may not have a term that exceeds five years from the date of grant.


 


(d)
Exercisability of Options.


 


(i)
Options shall become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined
by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding
Options at any time for any reason.


 


(ii)
The Committee may provide in a Grant Instrument that the Grantee may elect to exercise part or all of an Option before it otherwise
has become exercisable. Any shares so purchased shall be restricted shares (the “Restricted Shares”)
and shall be subject to a repurchase right in favor of the Company during a specified restriction period set forth in the Grant
Instrument, with the repurchase price equal to the Exercise Price, or such other restrictions as the Committee deems appropriate
and set forth in the Grant Instrument.


 


(e) Grants
to Non-Exempt Employees. Notwithstanding the foregoing, Options granted to persons who are non-exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except
that such Options may become exercisable, as determined by the Committee, upon the Grantee’s death, Disability or
retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).


 


(f)
Termination of Employment, Disability or Death.


 


(i)
Except as provided below, an Option may only be exercised while the Grantee is employed by, or providing service to, the
Company as an Employee, Key Advisor or member of the Board. In the event that a Grantee ceases to be employed by, or provide
service to, the Company for any reason other than Disability, death, or termination for Cause, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Grantee ceases to be
employed by, or provide service to, the Company (or within such other period of time as may be specified by the Committee),
but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any
of the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed
by, or provide service to, the Company shall terminate as of such date.


 




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(ii)
In the event the Grantee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by
the Company, any Option held by the Grantee shall terminate as of the date the Grantee ceases to be employed by, or provide service
to, the Company. In addition, notwithstanding any other provisions of this Section 5, if the Committee determines that the Grantee
has engaged in conduct that constitutes Cause at any time while the Grantee is employed by, or providing service to, the Company
or after the Grantee’s termination of employment or service, any Option held by the Grantee shall immediately terminate,
and the Grantee shall automatically forfeit all shares underlying any exercised portion of an Option for which the Company has
not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Grantee for such shares.
Upon any exercise of an Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that
could lead to a finding resulting in a forfeiture.


 


(iii)
In the event the Grantee ceases to be employed by, or provide service to, the Company because the Grantee is Disabled, any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by, or provide service to, the Company (or within such other period of time as may be specified by the Committee),
but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of
the Grantee’s Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by,
or provide service to, the Company shall terminate as of such date.


 


(iv)
If the Grantee dies while employed by, or providing service to, the Company or within 90 days after the date on which the Grantee
ceases to be employed or provide service on account of a termination specified in Section 5(f)(i) above (or within such other
period of time as may be specified by the Committee), any Option that is otherwise exercisable by the Grantee shall terminate
unless exercised within one year after the date on which the Grantee ceases to be employed by, or provide service to, the Company
(or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration
of the Option term. Except as otherwise provided by the Committee, any of the Grantee’s Options that are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.


 




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(v)
For purposes of this Plan:


 


(A)
“Employed by, or provide service to, the Company” shall mean employment or service as an Employee, Key Advisor or
member of the Board (so that, for purposes of exercising Options and satisfying conditions with respect to Stock Awards, a Grantee
shall not be considered to have terminated employment or service until the Grantee ceases to be an Employee, Key Advisor and member
of the Board), unless the Committee determines otherwise.


 


(B)
“Disability” shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3) of
the Code.


 


(C)
“Cause” shall mean, except to the extent specified otherwise by the Committee, a finding by the Committee
that the Grantee (i) has breached his or her employment or service contract with the Company, (ii) has engaged in disloyalty to
the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course
of his or her employment or service, (iii) has disclosed trade secrets or confidential information of the Company to persons not
entitled to receive such information, (iv) has breached any written noncompetition or nonsolicitation agreement between the Grantee
and the Company or (v) has engaged in such other behavior detrimental to the interests of the Company as the Committee determines.


 


(g)
Exercise of Options. A Grantee may exercise an Option that has become exercisable, in whole or in part, by delivering a
notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as
specified by the Committee (w) in cash, (x) with the approval of the Committee, by delivering shares of Company Stock owned by
the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the
Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation
(on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise
equal to the Exercise Price, (y) after a Public Offering, payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board, or (z) by such other method as the Committee may approve. The Committee may authorize
loans by the Company to Grantees in connection with the exercise of an Option, upon such terms and conditions as the Committee,
in its sole discretion, deems appropriate. Shares of Company Stock used to exercise an Option shall have been held by the Grantee
for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee
shall pay the Exercise Price and the amount of any withholding tax due (pursuant to Section 10) at the time of exercise.


 


(h)
Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of
the stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee
during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the Option, as to the excess, shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted
to any person who is not an Employee of the Company or a parent or subsidiary (within the meaning of section 424(f) of the Code).


 




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6.
Stock Awards. The Committee may issue or transfer shares of Company Stock to an Employee, Non-Employee Director or Key
Advisor under a Stock Award, upon such terms as the Committee deems appropriate. The following provisions are applicable to Stock
Awards:


 


(a)
General Requirements. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred
for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The
Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to
such other criteria as the Committee deems appropriate. The period of time during which the Stock Award will remain subject to
restrictions will be designated in the Grant Instrument as the “Restriction Period.”


 


(b)
Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant
to a Stock Award and the restrictions applicable to such shares.


 


(c)
Requirement of Employment or Service. If the Grantee ceases to be employed by, or provide service to, the Company during
a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock
Award shall terminate as to all shares covered by the award as to which the restrictions have not lapsed, and those shares of
Company Stock must be immediately returned to the Company in accordance with the terms of the Grant Instrument. The Committee
may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.


 


(d)
Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Grantee may not sell, assign,
transfer, pledge or otherwise dispose of the shares of the Stock Award except to a Successor Grantee under Section 11(a). Each
certificate for Stock Awards shall contain a legend giving appropriate notice of the restrictions in the Grant. The Grantee shall
be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions
on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until all
restrictions on such shares have lapsed, or that the Company will retain possession of certificates for Stock Awards until all
restrictions on such shares have lapsed.


 


(e)
Right to Vote and to Receive Dividends. During the Restriction Period, unless the Committee determines otherwise, the Grantee
shall have the right to vote shares subject to Stock Awards and to receive any dividends or other distributions paid on such shares,
subject to any restrictions deemed appropriate by the Committee.


 


(f)
Lapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction
Period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Stock Awards,
that the restrictions shall lapse without regard to any Restriction Period.


 




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7.
Stock Units. The Committee may grant Stock Units representing one or more shares of Company Stock to an Employee, Non-Employee
Director or Key Advisor, upon such terms and conditions as the Committee deems appropriate. The following provisions are applicable
to Stock Units:


 


(a)
Crediting of Units. Each Stock Unit shall represent the right of the Grantee to receive an amount based on the Fair Market
Value of a share of Company Stock, if specified conditions are met. All Stock Units shall be credited to bookkeeping accounts
established on the Company’s records for purposes of the Plan.


 


(b)
Terms of Stock Units. The Committee may grant Stock Units that are payable if specified performance goals or other conditions
are met, or under other circumstances. Stock Units may be satisfied at the end of a specified performance period or other period,
or payment may be deferred to a date authorized by the Committee. The Committee shall determine the number of Stock Units to be
granted and the requirements applicable to such Stock Units.


 


(c) Requirement
of Employment or Service. Unless the Committee determines otherwise, if the Grantee ceases to be employed by, or provide
service to, the Company during a specified period, or if other conditions established by the Committee are not met, the
Grantee’s Stock Units shall be forfeited. The Committee may, however, provide for complete or partial exceptions to
this requirement as it deems appropriate.


 


(d)
Payment With Respect to Stock Units. Payments with respect to Stock Units may be made in cash, in Company Stock, or in
a combination of the two, as determined by the Committee.


 


8.
Stock Appreciation Rights. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately
or in tandem with any Option. The following provisions are applicable to SARs:


 


(a)
Base Amount. The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of
each SAR shall not be less than the Fair Market Value of a share of Company Stock on the date of Grant of the SAR.


 


(b)
Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Grantee that shall be exercisable during a specified
period shall not exceed the number of shares of Company Stock that the Grantee may purchase upon the exercise of the related Option
during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate.
Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.


 


(c)
Exercisability. A SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall
be subject to such vesting and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding SARs at any time for any reason. SARs may only be exercised while the Grantee is employed
by, or providing service to, the Company or during the applicable period after termination of employment or service as described
in Section 5(f) above. A tandem SAR shall be exercisable only during the period when the Option to which it is related is also
exercisable.


 




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(d) Grants
to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to persons who are non exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except
that such SARs may become exercisable, as determined by the Committee, upon the Grantee’s death, Disability or
retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).


 


(e)
Value of SARs. When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an amount equal to the
value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the
Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described
in subsection (a).


 


(f)
Form of Payment. The appreciation in a SAR shall be paid in shares of Company Stock, cash or any combination of the foregoing,
as the Committee shall determine. For purposes of calculating the number of shares of Company Stock to be received, shares of
Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR.


 


9.
Other Equity Awards.


 


The
Committee may grant Other Equity Awards, which are awards (other than those described in Sections 5, 6, 7 and 8 of the Plan) that
are based on, measured by or payable in Company Stock to any Employee, Non-Employee Director or Key Advisor, on such terms and
conditions as the Committee shall determine. Other Equity Awards may be awarded subject to the achievement of performance goals
or other conditions and may be payable in cash, Company Stock or any combination of the foregoing, as the Committee shall determine.


 


10.
Withholding of Taxes.


 


(a)
Required Withholding. All Grants under the Plan shall be subject to applicable federal (including FICA), state and local
tax withholding requirements. The Company may require that the Grantee or other person receiving or exercising Grants pay to the
Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants,
or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants.


 


(b)
Election to Withhold Shares. If the Committee so permits, a Grantee may elect to satisfy the Company’s income tax
withholding obligation with respect to a Grant by having shares withheld up to an amount that does not exceed the Grantee’s
minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in
a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee.


 


11.
Transferability of Grants.


 


(a)
Nontransferability of Grants. Except as provided below, only the Grantee may exercise rights under a Grant during the Grantee’s
lifetime. A Grantee may not transfer those rights except (i) by will or by the laws of descent and distribution or (ii) with respect
to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations
order or otherwise as permitted by the Committee. When a Grantee dies, the personal representative or other person entitled to
succeed to the rights of the Grantee (“Successor Grantee”) may exercise such rights. A Successor Grantee
must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee’s will or under
the applicable laws of descent and distribution.


 




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(b)
Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument,
that a Grantee may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit
of or owned by family members, consistent with applicable securities laws, according to such terms as the Committee may determine;
provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to
be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.


 


12.
Right of Frist Refusal; Repurchase Right.


 


(a)
Offer. Prior to a Public Offering, if at any time an individual desires to sell, encumber, or otherwise dispose of shares
of Company Stock that were distributed to him or her under this Plan and that are transferable, the individual may do so only
pursuant to a bona fide written offer, and the individual shall first offer the shares to the Company by giving the Company written
notice disclosing: (i) the name of the proposed transferee of the Company Stock, (ii) the certificate number and number of shares
of Company Stock proposed to be transferred or encumbered, (iii) the proposed price, (iv) all other terms of the proposed transfer,
and (v) a written copy of the proposed offer. Within 60 days after receipt of such notice, the Company shall have the option to
purchase all or part of such Company Stock at the price and on the terms described in the written notice; provided that the Company
may pay such price in installments over a period not to exceed four years, at the discretion of the Committee.


 


(b)
Sale. In the event the Company (or a stockholder, as described below) does not exercise the option to purchase Company
Stock, as provided above, the individual shall have the right to sell, encumber, or otherwise dispose of the shares of Company
Stock described in subsection (a) at the price and on the terms of the transfer set forth in the written notice to the Company,
provided such transfer is effected within 15 days after the expiration of the option period. If the transfer is not effected within
such period, the Company must again be given an option to purchase, as provided above.


 


(c) Assignment
of Rights. The Board, in its sole discretion, may waive the Company’s right of first refusal and repurchase right
under this Section 12. If the Company’s right of first refusal or repurchase right is so waived, the Board may, in its
sole discretion, assign such right to the remaining stockholders of the Company in the same proportion that each
stockholder’s stock ownership bears to the stock ownership of all the stockholders of the Company, as determined by the
Board. To the extent that a stockholder has been given such right and does not purchase his or her allotment, the other
stockholders shall have the right to purchase such allotment on the same basis.


 




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(d)
Company Repurchase Right. Prior to a Public Offering, if a Grantee ceases to be employed by, or provide service to, the
Company, the Company shall have the right to purchase all or part of any Company Stock distributed to the Grantee under this Plan
at its then current Fair Market Value or at such other price as may be established in the Grant Instrument; provided, however,
that such repurchase shall be made in accordance with applicable accounting rules to avoid adverse accounting treatment.


 


(e)
Public Offering. On and after a Public Offering, the Company shall have no further right to purchase shares of Company
Stock under this Section 12. The requirements of this Section 12 shall lapse and cease to be effective upon a Public Offering.
In the event of a Public Offering, the Committee may, without the consent of the Grantee, amend any Grants under this Plan to
the extent required to cause compensation under such Grants to qualify as performance-based compensation under Section 162(m)
of the Code.


 


(f)
Stockholders Agreements. Notwithstanding the provisions of this Section 12, if the Committee requires that a Grantee execute
any agreements between the Company and some or all of its stockholders, including without limitation any stockholders, voting,
or investor rights agreement, as such agreements may be amended and/or restated and in effect from time to time (any such agreements,
collectively, the “Stockholders Agreements”), prior to the issuance of any Company Stock distributed
pursuant to this Plan (including the issuance of any Company Stock upon the exercise of Options granted under this Plan), which
contains a right of first refusal or repurchase right, the provisions of this Section 12 shall not apply to such Company Stock
and the provisions of the Stockholders Agreements shall apply to such Company Stock, unless the Committee determines otherwise.


 


13.
Change of Control of the Company. As used herein, a “Change of Control” shall be deemed to have
occurred if:


 


(a)
Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) (other than persons who are
stockholders on the Effective Date (as defined below) becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power
of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result
of a change of ownership resulting from the death of a stockholder, and a Change of Control shall not be deemed to occur as a
result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the
Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling
such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the
election of directors (without consideration of the rights of any class of stock to elect directors by a separate class
vote); or


 


(b)
The consummation of (i) a merger or consolidation of the Company with another corporation where the stockholders of the Company,
immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled
in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class
vote), (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) a liquidation or dissolution
of the Company.


 




    	11



    	 



    

 


14.
Consequences of a Change of Control.


 


(a) Alternatives.
Upon a Change of Control, unless otherwise specifically prohibited under applicable laws or by the rules and regulations of
any governing governmental agencies or national securities exchanges, or unless the Committee shall specify otherwise in the
applicable Grant Instrument, the Committee is authorized (but not obligated) to make any of the following adjustments (or any
combination thereof) in the terms and conditions of outstanding Grants: (i) continuation or assumption of such outstanding
Grants under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or
corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of equity, equity-based
and/or cash awards with substantially the same terms for outstanding Grants (excluding the security deliverable upon
settlement of the Grants), including, in the case of Options, substitution by the surviving company or corporation or its
parent of restricted stock or other equity, which may be subject to substantially the same vesting and/or forfeiture terms as
such Options, in an amount equal to the intrinsic value of such Options; (iii) accelerated exercisability, vesting and/or
lapse of restrictions under outstanding Grants immediately prior to the occurrence of such Change of Control; (iv) upon
written notice, provide that any outstanding Grants must be exercised, to the extent then exercisable, during a reasonable
period of time immediately prior to the scheduled consummation of the Change of Control or such other period as determined by
the Committee (contingent upon the consummation of the Change of Control), and at the end of such period, such Grants shall
terminate to the extent not so exercised within the relevant period; and (v) cancellation of all or any portion of
outstanding Grants for fair value (in the form of cash, shares of Company Stock, other property or any combination thereof)
as determined in the sole discretion of the Committee and which value may be zero; provided, that, in the case of Options and
SARs, (x) such fair value may equal the excess, if any, of the value of the consideration to be paid in the Change of Control
to holders of the same number of Shares subject to such Grants (or, if no such consideration is paid, the Fair Market Value
of the Shares subject to such outstanding Awards or portion thereof being canceled) over the aggregate Exercise Price or
grant price, as applicable, with respect to such Grants or the portion thereof being canceled (or if no such excess, zero),
and (y) to the extent that the Options or SARs are not then vested, such excess may be paid in restricted stock or other
equity, which may be subject to substantially the same vesting and/or forfeiture terms as such Options, SARs or similar
awards, in an amount equal to the intrinsic value of such Options, SARs or similar Awards.


 


(b)
Limitations. Notwithstanding anything in the Plan to the contrary, in the event of a Change of Control, unless the Committee
determines that such action is in the best interests of the Company, the Committee may not have the right to take any actions
described in the Plan (including without limitation the actions described in subsection (iii) above) that would result in adverse
accounting treatment for the Company or that would make the Change of Control ineligible for desired tax treatment if, in the
absence of such right, the Change of Control would qualify for such treatment and the Company intends to use such treatment with
respect to the Change of Control.


 




    	12



    	 



    

 


15.
Requirements for Issuance or Transfer of Shares.


 


(a)
Stockholders Agreements. The Committee may require that a Grantee execute one or more of the Stockholders Agreements, with
such terms as the Committee deems appropriate, with respect to any Company Stock issued or distributed pursuant to this Plan.


 


(b)
Limitations on Issuance or Transfer of Shares. No Company Stock shall be issued or transferred in connection with any Grant
hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied
with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant made to any Grantee hereunder
on such Grantee’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares
of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended
to reflect any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan will
be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations,
including any requirement that a legend be placed thereon.


 


(c)
Lock-Up Period. If so requested by the Company or any representative of the underwriters (the “Managing Underwriter”)
in connection with any underwritten offering of securities of the Company under the Securities Act of 1933, as amended (the “Securities
Act”), a Grantee (including any successor or assigns) shall not sell or otherwise transfer any shares or other securities
of the Company during the 30-day period preceding and the 180-day period following the effective date of a registration statement
of the Company filed under the Securities Act for such underwriting (or such shorter period as may be requested by the Managing
Underwriter and agreed to by the Company) (the “Market Standoff Period”). The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.


 


16.
Amended and Termination of the Plan.


 


(a)
Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall
not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or other applicable
laws, or to comply with applicable stock exchange requirements.


 


(b)
Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of the Effective Date,
unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.


 


(c)
Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made
shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under Section 22(b).
The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether
or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 22(b) or may be amended by agreement
of the Company and the Grantee consistent with the Plan.


 




    	13



    	 



    

 


(d)
Governing Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials
or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company
and its successors and assigns.


 


17.
Funding of the Plan. This Plan shall be unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. In no event shall interest
be paid or accrued on any Grant, including unpaid installments of Grants.


 


18.
Rights of Participants. Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director or other person
to any claim or right to be granted a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed
as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights.


 


19.
No Fractional Shares. No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant.
The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


20.
Headings. Section headings are for reference only. In the event of a conflict between a title and the content of a Section,
the content of the Section shall control.


 


21.
Effective Date of the Plan.


 


(a) Effective
Date. The Plan shall be effective as of December 1st, 2019 (the “Effective Date”).


 


(b)
Public Offering. The provisions of the Plan that refer to a Public Offering, or that refer to, or are applicable to persons
subject to, section 16 of the Exchange Act or section 162(m) of the Code, shall be effective, if at all, upon the initial registration
of the Company Stock under section 12(g) of the Exchange Act, and shall remain effective thereafter for so long as such stock
is so registered.


 


22.
Miscellaneous.


 


(a)
Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in this Plan shall be construed to (i)
limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee
of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries in substitution for a stock option or Stock Awards
grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required
by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute
grants.


 




    	14



    	 



    

 


(b)
Compliance with Law. The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of
Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as
may be required. With respect to persons subject to section 16 of the Exchange Act, after a Public Offering it is the intent of
the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors
under the Exchange Act. In addition, it is the intent of the Company that the Plan and applicable Grants under the Plan comply
with the applicable provisions of section 162(m) of the Code, after a Public Offering, and sections 409A and 422 of the Code.
The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory
government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Grantees. The Committee
may, in its sole discretion, agree to limit its authority under this Section.


 


(c)
Employees Subject to Taxation Outside the United States. With respect to Grantees who are subject to taxation in countries
other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to
comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make
such modifications as may be necessary or advisable to comply with such laws.


 


(d)
Governing Law. The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the
Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect
to the conflict of laws provisions thereof.


 


(e)
Compliance with Section 409A of the Code. To the extent that the Committee determines that any Option granted hereunder
is subject to Section 409A of the Code, the Grant Instrument shall incorporate the terms and conditions necessary to avoid the
consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Grant Instruments shall be interpreted
in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Grant Instrument
specifically provides otherwise), this Plan and any Grant Instrument may be amended by the Committee at any time, without the
consent of any Grantee, to cause a Grant Instrument to comply with Section 409A of the Code.


 


*     
*      *      *      *


 




    	15



    	 



    

 


LINELIBRARY
INC.


AMENDMENT
NO. 2020-1 TO


2020
EQUITY COMPENSATION PLAN


 


May
24th, 2020


 


WHEREAS,
LineLibrary Inc., a Delaware corporation (the “Company”), maintains the LineLibrary Inc. 2020 Equity
Compensation Plan (the “Plan”) for the benefit of certain employees, consultants, advisors, and directors
of the Company; and


 


WHEREAS,
the Company’s Board of Directors and stockholders approved the amendment of the Plan as set forth herein.


 


NOW,
THEREFORE, in accordance with the foregoing, the Plan shall be, and hereby is, amended as follows:


 


1.
Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:


 


“(a)
Shares Authorized. Subject to adjustment as described below, the aggregate number of shares of common stock of the Company,
$0.001 par value per share (“Company Stock”), that may be issued or transferred under the Plan is 396,591.
The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards, Stock Units,
or Other Equity Awards are forfeited, the shares subject to such Grants shall again be available for purposes of the Plan.”


 


2.
Except as modified herein, all provisions of the Plan shall remain in full force and effect.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment No. 2020-1 to 2020 Equity Compensation Plan as of the date first
set forth above.


 


	 	LINELIBRARY
    INC.
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Amendment No. 2020-1 to 2020 Equity Compensation Plan]


 




    	 



    	 



    

 


AMENDMENT
NO. 2020-2 TO


2020
EQUITY COMPENSATION PLAN


 


September
24, 2020


 


WHEREAS,
Vigtory, Inc., a Delaware corporation (the “Company”), maintains the LineLibrary Inc. 2020 Equity Compensation Plan
(the “Plan”) for the benefit of certain employees, consultants, advisors, and directors of the Company; and


 


WHEREAS,
the Company’s Board of Directors approved the amendment of the Plan as set forth herein.


 


NOW,
THEREFORE, in accordance with the foregoing, the Plan shall be, and hereby is, amended as follows:


 


1.
The name of the Plan is hereby changed from the “LineLibrary Inc. 2020 Equity Compensation Plan” to the “Vigtory,
Inc. 2020 Equity Compensation Plan,” and all references to “LineLibrary Inc.” therein are hereby replaced with
references to “Vigtory, Inc.”


 


2.
Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:


 


(a)
Shares Authorized. Subject to adjustment as described below, the aggregate number of shares of common stock of the Company,
$0.001 par value per share (“Company Stock”), that may be issued or transferred under the Plan is 163,636.
The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards, Stock Units,
or Other Equity Awards are forfeited, the shares subject to such Grants shall again be available for purposes of the Plan.


 


3.
Section 13 of the Plan is hereby deleted in its entirety and replaced with the following:


 


13.
Change of Control of the Company. As used herein, “Change of Control” means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary
to avoid adverse personal income tax consequences to the Grantee in connection with a Grant under Section 409A of the Code, also
constitutes a “change in ownership,” a “change in effective control” or a “change in the ownership
of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code:


 


(a)
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, the following acquisitions of securities of the Company will not constitute a Change of Control:
(i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise, exchange or conversion of
any Convertible Security (as defined below in this Section 13) unless such Convertible Security was itself acquired directly from
the Company; (ii) any acquisition by the Company or any of its subsidiaries; (iii) any acquisition by any employee benefit plan
of the Company or any subsidiary of the Company or by any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any subsidiary of the Company; (iv) any acquisition by an underwriter temporarily holding securities pursuant
to a registered public offering of such securities; (v) any acquisition by an entity owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (vi) any acquisition
by any Person that, as of the Effective Time, beneficially owns securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities;


 




    	 



    	 



    

 


(b)
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior
thereto do not beneficially own either (i) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving entity (as defined below) in such merger, consolidation or similar transaction or (ii) more than
50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company
immediately prior to such transaction;


 


(c)
the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or
a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;
or


 


(d)
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets
of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting
securities of which are beneficially owned by stockholders of the Company in substantially the same proportions as their beneficial
ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition.


 


Notwithstanding
the foregoing or any other provision of the Plan, (i) the term Change of Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile of the Company, and (ii) the definition of Change
of Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition
of Change of Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall
apply. For purposes of this Section 13, (i) “beneficially own,” “beneficially owned,”
“beneficial owner,” and “beneficial ownership” mean that a Person will be
deemed to “beneficially own,” to have “beneficially owned,” to be the “beneficial owner” of,
or to have acquired “beneficial ownership” of securities within the meaning of Rule 13d-3 promulgated under the Exchange
Act; and “Convertible Security” means any security of the Company convertible into or exchangeable for
any other security of the Company, or any option, warrant or other right to acquire any security of the Company.


 


4.
Except as modified herein, all provisions of the Plan shall remain in full force and effect.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	2



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment 2020-2 to the 2020 Equity Compensation Plan as of the date first
set forth above.


 


	 	VIGTORY,
    INC.
	 	 
	 	By:	 
	 	Name:	Samuel
    R. Rattner
	 	Title:	Co-Chief
    Executive Officer


 




    	3



    	 



    

 


AMENDMENT
NO. 2020-3 TO


2020
EQUITY COMPENSATION PLAN


 


September
28, 2020


 


WHEREAS,
Vigtory, Inc., a Delaware corporation (the “Company”), maintains the LineLibrary Inc. 2020 Equity Compensation Plan
(the “Plan”) for the benefit of certain employees, consultants, advisors, and directors of the Company; and


 


WHEREAS,
the Company’s Board of Directors approved the amendment of the Plan as set forth herein.


 


NOW,
THEREFORE, in accordance with the foregoing, the Plan shall be, and hereby is, amended as follows:


 


1.
The name of the Plan is hereby changed from the “LineLibrary Inc. 2020 Equity Compensation Plan” to the “Vigtory,
Inc. 2020 Equity Compensation Plan,” and all references to “LineLibrary Inc.” therein are hereby replaced with
references to “Vigtory, Inc.”


 


2.
Except as modified herein, all provisions of the Plan shall remain in full force and effect.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment 2020-3 to the 2020 Equity Compensation Plan as of the date first
set forth above.


 


	 	VIGTORY,
    INC.
	 	 
	 	By:	 
	 	Name:	Samuel
    R. Rattner
	 	Title:	Co-Chief
    Executive Officer


 




    	2



    	 



    

 


Vigtory,
Inc.


 


2020
Equity Compensation Plan


 


Incentive
Stock Option Grant


 


This
INCENTIVE STOCK OPTION GRANT (this “Agreement”), dated as of [insert] (the “Date of Grant”),
is delivered by Vigtory, Inc., a Delaware corporation (together with any subsidiaries, the “Company”), to [insert]
(the “Grantee”).


 


RECITALS


 


A.
The Vigtory, Inc. 2020 Equity Compensation Plan (the “Plan”) provides for the grant of incentive stock options
to purchase shares of Company Stock. The Board of Directors of the Company (the “Board”) has decided to make
an incentive stock option grant to encourage the Grantee to contribute materially to the growth of the Company, thereby benefiting
the Company’s stockholders, and aligning the economic interests of the participants with those of the stockholders. A copy
of the Plan is attached. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Plan.


 


B.
The Board is authorized to appoint a committee to administer the Plan. If a committee is appointed, all references in this Agreement
to the “Board” shall be deemed to refer to the committee.


 


NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:


 


1.
Grant of Option.


 


(a)
Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee an incentive
stock option (the “Option”) to purchase [insert] shares of Company Stock (“Shares” at an
exercise price of $[insert] per Share. The Option shall become exercisable according to Paragraph 2 below.


 


(b)
The Option is designated as an incentive stock option, as described in Paragraph 5 below. However, if and to the extent the Option
exceeds the limits for an incentive stock option, as described in Paragraph 5, the Option shall be a nonqualified stock option.


 


2.
Exercisability of Option.


 


The
Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Company on
the applicable vesting date (each, a “Vesting Date”):


 




    	 



    	 



    

 





	Vesting
    Date	 	Aggregate
        Number of Shares

                                                                                                                               for Which the Option is

                                                                                                                               Exercisable
                                                                                                                               on Vesting Date
	 	Aggregate
        Percentage of

                                                                                                                               Shares for Which the

                                                                                                                               Option is Exercisable

        on
        Vesting Date

	[insert]	 	[insert]	 	[insert]
	[insert]	 	[insert]	 	[insert]


 


The
exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule
would produce fractional Shares, the number of Shares for which the Option becomes exercisable will be rounded down to the nearest
whole Share.


 


[Confirm
vesting schedule is appropriate for each Grantee] The stock option will vest and become exercisable at the rate of 25% of the
total number of shares subject to the option after the first 12 months of continuous service and the remaining option shares shall
become vested and exercisable in equal monthly installments over the next three years of continuous service and contain such other
terms and conditions as are set forth in the Plan and related agreements, which documents will be provided to you shortly following
your execution hereof.


 


3.
Option Terms.


 


(a)
The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless
it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. However, if the Option is granted
to an Employee who, at the Date of Grant, owns stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the Date
of Grant.


 


(b)
The Option shall automatically terminate upon the happening of the first of the following events:


 


(i)
The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, the Company, if the termination
is for any reason other than Disability, death or Cause.


 


(ii)
The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account
of the Grantee’s Disability.


 


(iii)
The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company, if the Grantee
dies while employed by, or providing service to, the Company or within 90 days after the Grantee ceases to be so employed or provide
services or account of a termination described in subparagraph (i) above.


 


(iv)
The date on which the Grantee ceases to be employed by, or provide service to, the Company for Cause. In addition, notwithstanding
the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment
or service terminates, the Option shall immediately terminate.


 




    	2



    	 



    

 


Notwithstanding
the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the
Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide
service to, the Company shall immediately terminate.


 


4.
Exercise Procedures.


 


(a)
Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving
the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as
to which the Option is to be exercised and the method of payment. Payment of the Exercise Price shall be made in accordance with
procedures established by the Board from time to time based on the type of payment being made but, in any event, prior to the
issuance of the Shares. The Grantee shall pay the Exercise Price as specified by the Board (i) in cash, (ii) with the approval
of the Board, by delivering Shares owned by the Grantee (including Shares acquired in connection with the exercise of an Option,
subject to such restrictions as the Board deems appropriate) and having a Fair Market Value on the date of exercise equal to the
Exercise Price or by attestation (on a form prescribed by the Board) to ownership of Shares having a Fair Market Value on the
date of exercise equal to the Exercise Price, (iii) after a Public Offering of the Company Stock, by payment through a broker
in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Board
may approve. Shares of Company Stock used to exercise an Option shall have been held by the Grantee for the requisite period of
time to avoid adverse accounting consequences to the Company with respect to the Options.


 


(b)
The Company’s obligation to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules and
regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions
as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may
require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is
purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of
the Shares, or such other representation as the Board deems appropriate.


 


(c)
All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to
withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the Grantee may elect to satisfy
any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not
exceed the minimum applicable withholding tax rate for federal (including FICA), State and local tax liabilities. The election
must be in a form and manner prescribed by the Board and shall be subject to the prior approval of the Board.


 


5.
Designation as Incentive Stock Option.


 


(a)
This Option is designated an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
If the aggregate Fair Market Value of the stock on the date of the grant with respect to which incentive stock options are exercisable
for the first time by the Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a
parent or subsidiary, exceeds $100,000, then the Option, as to the excess only, shall be treated as a nonqualified stock option
that does not meet the requirements of Code Section 422. If and to the extent that the Option fails to qualify as an incentive
stock option under the Code, the Option shall remain outstanding according to its terms as a nonqualified stock option.


 




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(b)
The Grantee understands that favorable incentive stock option tax treatment is available only if the Option is exercised while
the Grantee is an employee of the Company or a parent or subsidiary of the Company or within a period of time specified in the
Code after the Grantee ceases to be an employee. The Grantee understands that the Grantee is responsible for the income tax consequences
of the Option, and, among other tax consequences, the Grantee understands that he or she may be subject to the alternative minimum
tax under the Code in the year in which the Option is exercised. The Grantee will consult with his or her tax adviser regarding
the tax consequences of the Option.


 


6.
Change of Control. The provisions of the Plan applicable to a Change of Control of the Company shall apply to the Option,
and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.


 


7.
Stockholders Agreements. As a condition of receiving this Option, the Grantee hereby agrees that all Shares issued under
the Plan shall be subject to a right of first refusal and repurchase right as described in the Plan; provided, however, that the
Board may require that the Grantee (or other person exercising the Option) execute the Company’s Stockholders Agreements,
as the same may be amended and in effect from time to time, in such form as the Board determines, as a condition precedent to
the issuance of any Shares upon the exercise of the Option before a Public Offering.


 


8.
Restrictions on Exercise. Only the Grantee may exercise the Option during the Grantee’s lifetime. After the Grantee’s
death the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of
the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution,
to the extent that the Option is exercisable pursuant to this Agreement.


 


9.
Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject
to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect
to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company
and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Option pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.


 


10.
Restrictions on Sale or Transfer of Shares.


 


(a)
The Grantee agrees that he or she shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber
the Shares underlying the Option unless the Shares are registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is
not required under the Securities Act.


 




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(b)
As a condition to receive any Shares upon the exercise of the Option, the Grantee agrees to be bound by the Company’s policies
regarding the limitations on the transfer of such Shares, and understands that the Grantee will be prohibited from selling, transferring,
pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the Shares.


 


11.
No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by or
in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s
employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at
any time for any reason is specifically reserved.


 


12.
No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event
of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject
to the Option, until certificates for Shares have been issued upon the exercise of the Option.


 


13.
Assignment and Transfers. The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered
or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution.
In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the
Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall
extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement
may be assigned by the Company without the Grantee’s consent.


 


14.
Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.


 


15.
Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of Samuel R.
Rattner, the Co-Chief Executive Officer, at the headquarters of the Company, and any notice to the Grantee shall be addressed
to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate
to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed
as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal
Service.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has
executed this Agreement, effective as of the Date of Grant.


 


	Attest:	 	Vigtory,
    Inc.
	 	 	 
	 	 	By:	 
	 	 	Name:	Samuel
    R. Rattner
	 	 	Title:
    	Co-Chief
    Executive Officer


 


I
hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby
further agree that all of the decisions and determinations of the Board shall be final and binding.


 


	 	Grantee:_________________________________________
	 	 
	 	Date:___________________________________________


 


(Signature
Page to Incentive Stock Option Grant)