Exhibit 10.1





 


TRANSCODE
therapeutics, inc.








 


2020
STOCK OPTION AND incentive PLAN


 


SECTION 1. GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Transcode Therapeutics, Inc.
2020 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers,
employees, directors, Consultants and other key persons of Transcode Therapeutics, Inc., a Delaware corporation (including
any successor entity, the “Company”), and its Subsidiaries, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.


 


The following terms shall be defined as
set forth below:


 


“Affiliate”
of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by
or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person
possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.


 


“Award
Agreement” means a written or electronic agreement setting forth the terms
and provisions applicable to an Award granted under the Plan. Each Award Agreement may contain terms and conditions in addition
to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the
Award Agreement, the terms of the Plan shall govern.


 


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


 


“Cause”
shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition
of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or
any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such
entity does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral
turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities
to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written
notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination
with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation of any provision
of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or
assignment of inventions.


 






    


     


    




 


“Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 





“Committee” means the
Committee of the Board referred to in Section 2.


 


“Consultant”
means any natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in
connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain
a market for the Company’s securities.


 


“Disability”
means “disability” as defined in Section 422(c) of the Code.


 


“Effective Date” means
the date on which the Plan is adopted as set forth on the final page of the Plan.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the
Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of
the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to
the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference
to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined
is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall
be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to
the Company’s Initial Public Offering.


 


“Grant Date” means the
date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award
is granted, which date may not precede the date of such Committee approval.


 


“Holder”
means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the
Award or any Permitted Transferee.


 


“Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the
Code.


 


“Initial Public Offering”
means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement
under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which
the Stock shall be publicly held.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 






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“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.








 


“Permitted Transferees”
shall mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section 9(a)(ii)(A)): the
Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing
the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of
the beneficial interest, a foundation in which these persons control the management of assets, and any other entity in which these
persons own more than fifty percent of the voting interests; provided, however, that any such trust does not require
or permit distribution of any Shares during the term of the Award Agreement unless subject to its terms. Upon the death of the
Holder, the term Permitted Transferees shall also include such deceased Holder’s estate, executors, administrators, personal
representatives, heirs, legatees and distributees, as the case may be.


 


“Person” shall mean any
individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association,
trust, joint venture, unincorporated organization or any similar entity.


 


“Restricted
Stock Award” means Awards granted pursuant to Section 6 and “Restricted Stock” means Shares
issued pursuant to such Awards.


 


“Restricted
Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined
by the Committee, pursuant to Section 8.


 


“Sale Event” means the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets
of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant
to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority
of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition
of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions
by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as determined by the Board;
provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital
raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Service
Relationship” means any relationship as a full-time employee, part-time employee, director or Consultants of the
Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption
in the event an individual’s status changes from full-time employee to part-time employee or Consultant).


 






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“Shares”
means shares of Stock.








 


“Stock” means the Common
Stock, par value $ 0.0001 per share, of the Company.


 


“Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly
or indirectly.


 


“Ten
Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of
the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company
or any Subsidiary.


 


“Termination
Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries
for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability,
retirement, discharge or resignation for any reason, whether voluntarily or involuntarily. The following shall not constitute a
Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or
from one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any
other purpose approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or
by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in
writing.


 


“Unrestricted
Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares
issued pursuant to such Awards.


 


SECTION 2. ADMINISTRATION
OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)           Administration
of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised
of not less than two directors. All references herein to the “Committee” shall be deemed to refer to the group then
responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees
of the Board, as applicable).


 


(b)           Powers
of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:


 


(i)             to
select the individuals to whom Awards may from time to time be granted;


 


(ii)            to
determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more
grantees;


 


(iii)           to
determine the number of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price,
conversion ratio or other price relating thereto;


 






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(iv)           to
determine and, subject to Section 12, to modify from time to time the terms and conditions, including restrictions, not inconsistent
with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve
the form of Award Agreements;








 


(v)            to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)           to
impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase
rights or obligations;


 


(vii)          subject
to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock
Options may be exercised; and


 


(viii)         at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements);
to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection
with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the Committee shall be
binding on all persons, including the Company and all Holders.


 


(c)            Delegation
of Authority to Grant Awards. Subject to applicable law, the Committee, in its discretion, may delegate to any one or more
members of the Board all or part of the Committee’s authority and duties with respect to the granting of Awards and may delegate
to an officer of the Company the power to designate non-officer employees to be recipients of Options, and to determine the number
of such Options to be received by such employees; provided, however, that the resolution so authorizing the officer shall specify
the total number of Options the officer may so award and may not delegate to the officer the authority to set the exercise price
or the vesting terms of such Options. Any such delegation by the Committee shall also provide that the officer may not grant Awards
to himself or herself (or other officers) without the approval of the Committee. The Committee may revoke or amend the terms of
a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates
that were consistent with the terms of the Plan.


 


(d)            Award
Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations
for each Award.


 


(e)            Indemnification.
Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation
or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or
any indemnification agreement between such individual and the Company.


 






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(f)            Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its
sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the
Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify
the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines
such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof;
and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain
approval or comply with any local governmental regulatory exemptions or approvals.


 


SECTION 3. STOCK
ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION


 


Stock
Issuable.


 


(a)            The
maximum number of Shares reserved and available for issuance under the Plan shall be 5,000,000 Shares, subject to adjustment as
provided in Section 3(b) (the “Pool Limit”). Subject to such overall limitations, Shares may be issued up
to such maximum number pursuant to any type or types of Award, and no more than the Pool Limit may be issued pursuant to Incentive
Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the
Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to
no more than 5,000,000 Shares shall be granted to any one individual in any calendar year period. For purposes of the Pool Limit
Shares underlying any awards under the Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of
an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under
the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares
of Stock that may be issued as Incentive Stock Options.


 


(b)           Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company,
or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with
respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result
of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted
into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee
shall make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the
Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the
repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject
to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied
by the number of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make such adjustments
as may be required by Section 25102(o) of the California Corporation Code and the rules and regulations promulgated
thereunder. The adjustment by the Committee shall be final, binding and conclusive. No fractional Shares shall be issued under
the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional
shares.


 






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(c)           Sale
Events.


 


(i)            Options.
Subject to, in each case, the preferential rights of the holders of the Company’s Preferred Stock pursuant to the Company’s
restated certificate of incorporation.


 


(A)            In
the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options issued hereunder shall terminate
upon the effective time of any such Sale Event unless assumed or continued by the successor entity, or new stock options or other
awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to
the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into
account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).


 


(B)            In
the event of the termination of the Plan and all outstanding Options issued hereunder pursuant to Section 3(c), each Holder
of Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee,
to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Sale Event;
provided, however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation
of the Sale Event.


 


(C)            Notwithstanding
anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the
obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for
the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the
consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject
to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection
with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding
vested and exercisable Options.


 






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(ii)           Restricted
Stock and Restricted Stock Unit Awards. Subject to, in each case, the preferential rights of the holders of the Company’s
Preferred Stock pursuant to the Company’s restated certificate of incorporation.








 


(A)            In
the case of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards
(other than those becoming vested as a result of the Sale Event) issued hereunder shall be forfeited immediately prior to the effective
time of any such Sale Event unless assumed or continued by the successor entity, or awards of the successor entity or parent thereof
are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards
as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).


 


(B)            In
the event of the forfeiture of Restricted Stock pursuant to Section 3(c)(ii)(A), such Restricted Stock shall be repurchased
from the Holder thereof at a price per share equal to the original per share purchase price paid by the Holder (subject to adjustment
as provided in Section 3(b)) for such Shares.


 


(C)            Notwithstanding
anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the
obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent
of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject
to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.


 


SECTION 4. ELIGIBILITY


 


Grantees under the Plan will be such full
or part-time officers and other employees, directors and Consultants of the Company and any Subsidiary who are selected from time
to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals
described in Rule 701(c) of the Securities Act.


 


SECTION 5. STOCK
OPTIONS


 


Upon the grant of a Stock Option, the Company
and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined
by the Committee, and such terms and conditions may differ among individual Awards and grantees.


 


Stock Options granted under the Plan may
be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the
Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the
Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


(a)            Terms
of Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements
of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.


 






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(i)            Exercise
Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time
of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option
that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall
not be less than 110 percent of the Fair Market Value on the Grant Date.


 


(ii)           Option
Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten
years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock
Option shall be no more than five years from the Grant Date.


 


(iii)          Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or
a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to
restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed
to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement
as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired
upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any
Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and
the optionee’s name has been entered on the books of the Company as a stockholder.


 


(iv)         Method
of Exercise. Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic
notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:


 


(A)            In
cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;


 


(B)            If
permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized
the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock
Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in
cash if required by state law;


 


(C)            If
permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), through
the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are
beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid
variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered Shares if originally purchased
from the Company shall have been owned by the optionee for at least six months. Such surrendered Shares shall be valued at Fair
Market Value on the exercise date;


 






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(D)            If
permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), by the
optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the
event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment
procedure; or


 


(E)            If
permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of
Shares with a Fair Market Value that does not exceed the aggregate exercise price.


 


Payment instruments will be received subject
to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated Stock,
no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed
necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may include, without limitation,
(i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the
Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations
relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the certificate (or
notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee
payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing
the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated Stock) to be
purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser
acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for
such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and
(B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with
the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee chooses to
pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of Shares attested to.


 


(b)           Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock
Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time
to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.






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(c)            Termination.
Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship
shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s
right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the
event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which
is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability
(or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three
months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason
other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award
Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an
Award Agreement may provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall terminate
immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.


 


SECTION 6. RESTRICTED
STOCK AWARDS


 


(a)            Nature
of Restricted Stock Awards. The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price
determined by the Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan. The
Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions
may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives
and/or such other criteria as the Committee may determine. Upon the grant of a Restricted Stock Award, the Company and the grantee
shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee,
and such terms and conditions may differ among individual Awards and grantees.


 


(b)            Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted
Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares
are entitled to voting rights, subject to such conditions contained in the Award Agreement. The grantee shall be entitled to receive
all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no
duty to declare any such dividends or to make any such distribution. Unless the Committee shall otherwise determine, certificates
evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided
in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to
the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.


 






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(c)            Restrictions.
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or,
subject to Section 12 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with
the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified in the relevant
instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.


 


(d)            Vesting
of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment
of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall
lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified
in the Award Agreement.


 


SECTION 7. UNRESTRICTED
STOCK AWARDS


 


The Committee may, in its sole discretion,
grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person under Section 4
hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other
valid consideration, or in lieu of cash compensation due to such grantee.


 


SECTION 8. RESTRICTED
STOCK UNITS


 


(a)            Nature
of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof
Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted
Stock Unit at the time of grant. Vesting conditions may be based on continuing employment (or other Service Relationship), achievement
of pre-established performance goals and objectives and/or other such criteria as the Committee may determine. Upon the grant of
Restricted Stock Units, the grantee and the Company shall enter into an Award Agreement. The terms and conditions of each such
Award Agreement shall be determined by the Committee and may differ among individual Awards and grantees. On or promptly following
the vesting date or dates applicable to any Restricted Stock Unit, but in no event later than March 15 of the year following
the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock,
as specified in the Award agreement. Restricted Stock Units may not be sold, assigned,
transferred, pledged, or otherwise encumbered or disposed of.


 


(b)            Rights
as a Stockholder. A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted
Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have
been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a
certificate representing the Shares to the grantee (or transferred on the records of the Company with respect to uncertificated
stock), and the grantee’s name has been entered in the books of the Company as a stockholder.


 






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(c)           Termination.
Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued,
a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s
cessation of Service Relationship with the Company and any Subsidiary for any reason.


 


SECTION 9. transfer
restrictions; company RIGHT OF FIRST REFUSAL; COMPANY repurchase rights


 


(a)           Restrictions
on Transfer.


 


(i)             Non-Transferability
of Stock Options. Stock Options and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be
transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be
exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian
in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide
in the Award Agreement regarding a given Stock Option that the optionee may transfer by gift, without consideration for the transfer,
his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts
for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such
trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided
that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable
Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, and the Shares issuable upon
exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position,
any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined
in the Exchange Act) prior to exercise.


 


(ii)            Shares.
No Shares shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered,
whether voluntarily or by operation of law, unless (i) the transfer is in compliance with the terms of the applicable Award
Agreement, all applicable securities laws (including, without limitation, the Securities Act), and with the terms and conditions
of this Section 9, (ii) the transfer does not cause the Company to become subject to the reporting requirements of the
Exchange Act, and (iii) the transferee consents in writing to be bound by the provisions of the Plan and the Award Agreement,
including this Section 9. In connection with any proposed transfer, the Committee may require the transferor to provide at
the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Committee, that such transfer is
in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted
transfer of Shares not in accordance with the terms and conditions of this Section 9 shall be null and void, and the Company
shall not reflect on its records any change in record ownership of any Shares as a result of any such transfer, shall otherwise
refuse to recognize any such transfer and shall not in any way give effect to any such transfer of Shares. The Company shall be
entitled to seek protective orders, injunctive relief and other remedies available at law or in equity including, without limitation,
seeking specific performance or the rescission of any transfer not made in strict compliance with the provisions of this Section 9.
Subject to the foregoing general provisions, and unless otherwise provided in the applicable Award Agreement, Shares may be transferred
pursuant to the following specific terms and conditions (provided that with respect to any transfer of Restricted Stock, all vesting
and forfeiture provisions shall continue to apply with respect to the original recipient):


 






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(A)            Transfers
to Permitted Transferees. The Holder may transfer any or all of the Shares to one or more Permitted Transferees; provided,
however, that following such transfer, such Shares shall continue to be subject to the terms of this Plan (including this
Section 9) and such Permitted Transferee(s) shall, as a condition to any such transfer, deliver a written acknowledgment
to that effect to the Company and shall deliver a stock power to the Company with respect to the Shares. Notwithstanding the foregoing,
the Holder may not transfer any of the Shares to a Person whom the Company reasonably determines is a direct competitor or a potential
competitor of the Company or any of its Subsidiaries.


 


(B)            Transfers
Upon Death. Upon the death of the Holder, any Shares then held by the Holder at the time of such death and any Shares acquired
after the Holder’s death by the Holder’s legal representative shall be subject to the provisions of this Plan, and
the Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated
to convey such Shares to the Company or its assigns under the terms contemplated by the Plan and the Award Agreement.


 


(b)            Right
of First Refusal. In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her
Shares (other than shares of Restricted Stock which by their terms are not transferrable), the Holder first shall give written
notice to the Company of the Holder’s intention to make such transfer. Such notice shall state the number of Shares that
the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made
and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company,
the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered
by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering
written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights
under this Section 9(b), the closing for such purchase shall, in any event, take place within 45 days after the receipt by
the Company of the initial notice from the Holder. In the event that the Company or its assigns do not elect to exercise such purchase
right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder
shall be required to pay a transaction processing fee of $10,000 to the Company (unless waived by the Committee) and then may,
within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified
in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to the Plan. If the Holder is
a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders
relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or
other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases
Offered Shares shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s
stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.


 






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(c)           Company’s
Right of Repurchase.


 


(i)             Right
of Repurchase for Shares Issued Upon the Exercise of an Option. Upon a Termination Event, the Company or its assigns shall
have the right and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option. Such repurchase rights
may be exercised by the Company within the later of (A) six months following the date of such Termination Event or (B) seven
months after the acquisition of Shares upon exercise of a Stock Option. The repurchase price for unvested Shares shall be equal
to the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of
the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.
The repurchase price for vested Shares shall be equal to (X) if the Holder’s Service Relationship is terminated for
Cause, the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of
the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights,
or (Y) in the case of any other Termination Event, the current Fair Market Value of such Shares as of the date the Company
elects to exercise its repurchase rights.


 


(ii)            Right
of Repurchase With Respect to Shares Granted as Restricted Stock Awards. Upon a Termination Event, the Company or its assigns
shall have the right and option to repurchase from a Holder of Shares received pursuant to a Restricted Stock Award any Shares.
Such repurchase right may be exercised by the Company within six months following the date of such Termination Event. The repurchase
price for unvested Shares shall be the lower of the original per share purchase price paid by the Holder, subject to adjustment
as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects
to exercise its repurchase rights. The repurchase price for vested Shares shall be equal to (X) if the Holder’s Service
Relationship is terminated for Cause, the lower of the original per share price paid by the Holder, subject to adjustment as provided
in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise
its repurchase rights, or (Y) in the case of any other Termination Event, the current Fair Market Value of such Shares as
of the date the Company elects to exercise its repurchase rights.


 


(iii)           Procedure.
Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or
before the last day of the repurchase period of its intention to exercise such repurchase right. Upon such notification, the Holder
shall promptly surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares
being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s
assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Holder, the Company
or its assignee or assignees shall deliver to him, her or them a check for the applicable repurchase price; provided, however,
that the Company may pay the repurchase price by offsetting and canceling any indebtedness then owed by the Holder to the Company.


 


(d)           Reserved.


 






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(e)           Escrow
Arrangement.


 





(i)             Escrow.
In order to carry out the provisions of this Section 9 of this Plan more effectively, the Company shall hold any Shares issued
pursuant to Awards granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer.
The Company shall not dispose of the Shares except as otherwise provided in this Plan. In the event of any repurchase by the Company
(or any of its assigns), the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete
the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms
hereof. At such time as any Shares are no longer subject to the Company’s repurchase and first refusal rights, the Company
shall, at the written request of the Holder, deliver to the Holder a certificate representing such Shares with the balance of the
Shares to be held in escrow pursuant to this Section.


 


(ii)            Remedy.
Without limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required
to sell a Holder’s Shares pursuant to the provisions of Sections 9(b) or (c) hereof and in the further event that
he or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Shares the certificate
or certificates evidencing such Shares together with a related stock power, the Company or such designated purchaser may deposit
the applicable purchase price for such Shares with a bank designated by the Company, or with the Company’s independent public
accounting firm, as agent or trustee, or in escrow, for such Holder or other Person, to be held by such bank or accounting firm
for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any
indebtedness then owed by such Holder as provided above. Upon any such deposit and/or offset by the Company or its designated purchaser
of such amount and upon notice to the Person who was required to sell the Shares to be sold pursuant to the provisions of Sections
9(b) or (c), such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser,
such Holder shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable),
and the Company shall record such transfer in its stock transfer book or in any appropriate manner.


 


(f)           Lockup
Provision. If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including,
without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective
date of a public offering by the Company of Shares as the Company shall specify reasonably and in good faith. If requested by the
underwriter engaged by the Company, each Holder shall execute a separate letter confirming his or her agreement to comply with
this Section.


 


(g)          Adjustments
for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased
or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section 9
shall apply with equal force to additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue
of his or her ownership of, Shares.


 






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(h)           Termination.
The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase
Shares still subject to a risk of forfeiture upon a Termination Event) shall terminate upon the closing of the Company’s
Initial Public Offering or upon consummation of any Sale Event, in either case as a result of which Shares are registered under
Section 12 of the Exchange Act and publicly-traded on any national security exchange.








 


SECTION 10. TAX
WITHHOLDING


 


(a)            Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts
received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by
law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation
to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding
obligations being satisfied by the grantee.


 


(b)            Payment
in Stock. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company
withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the minimum withholding amount due.


 


SECTION 11. Section 409A
AWARDS.


 


To the extent that any Award is determined
to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”),
the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time.
In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of
Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A),
then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s
separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such
payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. The Company makes
no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect to any
penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.


 


SECTION 12. AMENDMENTS
AND TERMINATION


 


The Board may, at any time, amend or discontinue
the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law
or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent
of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options
or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of
the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive
Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject
to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 12 shall limit
the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c). The Board reserves
the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with
the requirements of the exemption pursuant to paragraph (f)(4) of Rule 12h-1 of the Exchange Act.


 






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SECTION 13. STATUS
OF PLAN


 


With respect to the portion of any Award
that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have
no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in
connection with any Award.


 


SECTION 14. GENERAL
PROVISIONS


 


(a)            No
Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award
to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof.
No Shares shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates
for Stock and Awards as it deems appropriate.


 


(b)            Delivery
of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company
or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee,
at the grantee’s last known address on file with the Company; provided that stock certificates to be held in escrow pursuant
to Section 9 of the Plan shall be deemed delivered when the Company shall have recorded the issuance in its records. Uncertificated
Stock shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have given to
the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s
last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic
 “book entry” records).


 


(c)            No
Employment Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued
employment or Service Relationship with the Company or any Subsidiary.


 


(d)            Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by
the Committee, from time to time.


 






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(e)           Legend.
Any certificate(s) representing the Shares shall carry substantially the following legend (and with respect to uncertificated
Stock, the book entries evidencing such shares shall contain the following notation):


 





The transferability of this certificate and the shares
of stock represented hereby are subject to the restrictions, terms and conditions (including repurchase and restrictions against
transfers) contained in the Transcode Therapeutics, Inc. 2020 Stock Option and Incentive Plan and any agreements entered into
thereunder by and between the company and the holder of this certificate (a copy of which is available at the offices of the company
for examination).


 


(f)           Information
to Holders of Options. In the event the Company is relying on the exemption from the registration requirements of Section 12(g) of
the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information
described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the
requirements thereunder. The foregoing notwithstanding, the Company shall not be required to provide such information unless the
optionholder has agreed in writing, on a form prescribed by the Company, to keep such information confidential.


 


SECTION 15. EFFECTIVE
DATE OF PLAN


 


The
Plan shall become effective upon adoption by the Board and shall be approved by stockholders in accordance with applicable state
law and the Company’s articles of incorporation and bylaws within 12 months thereafter. If the stockholders fail to approve
the Plan within 12 months after its adoption by the Board of Directors, then any Awards granted or sold under the Plan shall be
rescinded and no additional grants or sales shall thereafter be made under the Plan. Subject to such approval by stockholders
and to the requirement that no Shares may be issued hereunder prior to such approval, Stock Options and other Awards may be granted
hereunder on and after adoption of the Plan by the Board. No grants of Stock Options and other Awards may be made hereunder after
the tenth anniversary of the date the Plan is adopted by the Board or the date the Plan is approved by the Company’s stockholders,
whichever is earlier.


 


SECTION 16. GOVERNING
LAW


 


This Plan, all Awards and any controversy
arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the General Corporation
Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed
in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in
the application of any law other than the law of the State of Delaware.


 


	DATE
    ADOPTED BY THE BOARD OF DIRECTORS:	April 15,
2020
	 	 
	DATE
    APPROVED BY THE STOCKHOLDERS:	April 15,
2020



 







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