Exhibit 10.1

   

  DESRI INC.

    2022 OMNIBUS INCENTIVE PLAN

   

  Section 1.      Purpose of Plan.

   

  The name of the Plan is the DESRI Inc. 2022 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees,
    non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of
    such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability
    of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any
    combination of the foregoing.

   

  Section 2.      Definitions.

   

  For purposes of the Plan, the following terms shall be defined as set forth below:

   

  (a)           “Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the
    Committee in accordance with Section 3 hereof.

   

  (b)           “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or
    is controlled by, or is under common control with, the Person specified.

   

  (c)           “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus,
    Other Stock-Based Award or Cash Award granted under the Plan.

   

  (d)           “Award Agreement” means any written or electronic agreement, contract or other instrument or document
    evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. Each Participant who is granted an Award shall enter into
    an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion.

   

  (e)           “Base Price” has the meaning set forth in Section 8(b) hereof.

   

  (f)            “Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange
    Act.

   

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

  
     

    
      
 

  

  
   

  (h)           “Bylaws” means the amended and restated bylaws of the Company, as may be further amended and/or restated
    from time to time.

   

  (i)            “Cash Award” means an Award granted pursuant to Section 12 hereof.

   

  (j)            “Cause” has the meaning assigned to such term in the Award Agreement or in any individual employment,
    service or severance agreement (“Individual Agreement”) with the Participant or, if any such Award Agreement or Individual Agreement does not define “Cause,” Cause means, as determined by the
    Administrator, (i) the commission or attempted commission of an act of fraud, dishonesty or disloyalty by the Participant (x) in the course of the Participant’s employment or service or (y) that causes, could reasonably be expected to cause, or could
    reasonably be expected to have caused, harm to the Company or any of its Affiliates or any of their reputations, including any attempted misappropriation of business opportunities from the Company or any of its Affiliates or any expression of a
    statement that is libelous per se or slanderous per se concerning the Company or any of its Affiliates; (ii) the indictment of, or conviction of, or entering of a plea of nolo contendere by, the Participant for a crime constituting a felony or serious
    criminal offense or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to being enjoined, suspended,
    barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence, willful misconduct or commission of any criminal offense in connection with the
    performance of the Participant’s duties in connection with the Participant’s employment by or service to the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by or providing services to at the time) or the
    Participant’s failure to comply with any of the restrictive covenants to which the Participant is subject; (v) the Participant’s material violation of any policies or procedures of the Company as in effect from time to time, provided that the
    Participant shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure; (vi) a material breach by the Participant of any of the Participant’s obligations under any
    agreement between the Participant and the Company or any of its Affiliates; (vii) the Participant’s violation of any securities or commodities laws or regulations; (viii) the Participant’s failure or refusal to perform any duties required in good faith
    by the Company in the course of the Participant’s employment or service, unless the Participant remedies the failure or refusal referenced in this clause (viii) no later than ten (10) days following delivery to the Participant of a written notice from
    the Company (including any of its Subsidiaries or Affiliates) describing such failure or refusal in reasonable detail (provided that the Participant shall not be given more than one opportunity in the aggregate to remedy failures described in this
    clause (viii)); or (ix) any reason that courts applying the law of the State of New York or the laws of the jurisdiction in which the Participants is employed or providing services have determined or determine constitutes “cause.”

   

  (k)           “Certificate of Incorporation” means the amended and restated certificate of incorporation of the
    Company, as may be further amended and/or restated from time to time.

   

  (l)            “Change in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization,
    spin-off, spin-out, repurchase or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock, or other property), stock split, reverse
    stock split, subdivision or consolidation; (iii) combination or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the Administrator determines, in its sole discretion, affects the Common Stock such that an
    adjustment pursuant to Section 5 hereof is appropriate.

  
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  (m)          “Change in Control” means an event set forth in any one of the following paragraphs shall have occurred:

   

  (1)       any Person (or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act), excluding any member
    of the D. E. Shaw Group or any IPO Contributor (or group of IPO Contributors), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities
    acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a
    transaction described in clause (I) of paragraph (3) below;

   

  (2)       the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective
    Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of
    directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were
    directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

   

  (3)       there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (I) a
    merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
    surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, more than fifty percent (50%) of the combined voting power
    of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute
    at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger
    or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially
    Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

  
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  (4)       the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or
    disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting
    power of the voting securities of which are owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or
    disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are
    sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

   

  Notwithstanding the foregoing, (i) a Change in Control shall not be deemed to have occurred as a result of any transaction or series of integrated transactions following which any member
    of the D. E. Shaw Group or any IPO Contributor (or group of IPO Contributors) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Company (or any successor thereto), whether through the
    ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the Board or the board of directors or similar
    body governing the affairs of any successor to the Company and (ii) for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A
    of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the
    Company shall also be deemed to have occurred under Section 409A of the Code.

   

  (n)           “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

   

  (o)           “Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to
    the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning of Rule 16b-3 and (ii) any other qualifications required by the applicable stock
    exchange on which the Common Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee, provided that if the Committee is
    not composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning of Rule 16b-3, then either (x) the Board or (y) a subcommittee of the Committee that is composed entirely of two or more individuals who
    meet the qualifications of a “non-employee director” shall approve grants of Awards under the Plan to any Participant who is subject to reporting under Section 16 of the Exchange Act. Except as otherwise provided in the Certificate of Incorporation or
    Bylaws, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members.

  
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  (p)           “Common Stock” means the common stock, $0.01 par value per share, of the Company.

   

  (q)           “Company” means DESRI Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).

   

  (r)            “D. E. Shaw Group” means, collectively: (a) D. E. Shaw & Co., L.P., and D. E. Shaw & Co., L.L.C.; (b) D. E. Shaw & Co., Inc. and D.
    E. Shaw & Co. II, Inc. (the general partner and managing member, respectively, of D. E. Shaw & Co., L.P., and D. E. Shaw & Co., L.L.C.); (c) any entity, trust, or unincorporated association that any of the foregoing owns, directly or
    indirectly and in whole or in part, or for which any of the foregoing acts, directly or indirectly, as general partner, manager, managing member, investment manager, or management company; and (d) any affiliate of any of the foregoing or of David E.
    Shaw, in each case of (a) through (d) excluding the Company and each of its Subsidiaries.

   

  (s)           “Disability” has the meaning assigned to such term in the Award Agreement or in any Individual Agreement
    with the Participant or, if any such Award Agreement or Individual Agreement does not define “Disability,” Disability means, with respect to any Participant, that such Participant, as determined by the Administrator in its sole discretion, is (i)
    unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
    or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a
    period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.

   

  (t)            “Effective Date” has the meaning set forth in Section 20 hereof.

   

  (u)           “Eligible Recipient” means an officer, employee, non-employee director, independent contractor or
    consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section
    409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company with respect to whom the Company is an
    “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.

   

  (v)           “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

   

  (w)          “Exercise Price” means, with respect to any Option, the per share price at which a holder of such Option
    may purchase such shares of Common Stock issuable upon the exercise of such Option.

  
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  (x)            “Fair Market Value” of Common Stock or another security as of a particular date shall mean the fair
    market value as determined by the Administrator in its sole discretion; provided, however, that except as otherwise determined by the Administrator, (i) if the Common Stock or other security is admitted to trading on a national
    securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock or other security
    on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share of Common Stock or other security in
    such over-the-counter market for the last preceding date on which there was a sale of such share of Common Stock or other security in such market.

   

  (y)           “Fall-Away Date” means the first to occur of (i) the second anniversary of the Effective Date and (ii) the day immediately following the first
    date on which the D. E. Shaw Group collectively owns, directly or indirectly, less than ten percent (10%) of the then-outstanding shares of Common Stock.

   

  (z)            “Free Standing Right” has the meaning set forth in Section 8(a) hereof.

   

  (aa)         “General Share Reserve” has the meaning set forth in Section 4(a) hereof.

   

  (bb)         “IPO Contributor” means each of David Zwillinger and Bryan Martin.

   

  (cc)         “IPO Share Reserve” has the meaning set forth in Section 4(b) hereof.

   

  (dd)         “ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning of
    Section 422 of the Code.

   

  (ee)         “Nonqualified Stock Option” means an Option that is not designated as an ISO.

   

  (ff)           “Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”

   

  (gg)         “Other Stock-Based Award” means an Award granted pursuant to Section 10 hereof.

   

  (hh)         “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s
    authority provided for in Section 3 hereof, to receive grants of Awards, and, upon such Eligible Recipient’s death, such Eligible Recipient’s successors, heirs, executors and administrators, as the case may be.

  
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  (ii)           “Performance Goals” means performance goals based on criteria selected by the Administrator in its sole
    discretion, including, without limitation, one or more of the following criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation,
    amortization, adjusted EBITDA, Net Asset Value, Net Asset Value per share, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per
    share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii)
    operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of
    critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) stock price, average stock price or total shareholder return; (xv) cost targets, reductions and savings, productivity and
    efficiencies; (xvi) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, ESG
    objectives, supervision of litigation and information technology goals, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvii) personal professional objectives, including any of the
    foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other
    corporate transactions; and (xviii) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a
    percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or any Affiliate thereof, or a division or strategic business unit of the Company or any Affiliate thereof, or may be applied to the
    performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Administrator. The Performance Goals may include a threshold level of performance below which no payment shall be made
    (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur).
    The Administrator shall have the authority to make equitable adjustments to the Performance Goals as may be determined by the Administrator, in its sole discretion.

   

  (jj)            “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
    13(d) and 14(d) thereof.

   

  (kk)          “Plan” means this DESRI Inc. 2022 Omnibus Incentive Plan, as may be amended and/or restated from time to
    time.

   

  (ll)            “Reorganization Transactions” has the meaning set forth in the registration statement on Form S-1 filed
    by the Company with the U.S. Securities and Exchange Commission on ________, 2022.

   

  (mm)        “Related Right” has the meaning set forth in Section 8(a) hereof.

   

  (nn)         “Restricted Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that
    lapse at the end of a specified period or periods.

   

  (oo)         “Restricted Stock Unit” means the right, granted pursuant to Section 9 hereof, to receive an amount in
    cash or Shares (or any combination thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end of a specified period or periods.

   

  (pp)         “Rule 16b-3” has the meaning set forth in Section 3(a) hereof.

  
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  (qq)         “Shares” means shares of Common Stock reserved for issuance under the Plan, as adjusted pursuant to the
    Plan, and any successor (pursuant to a merger, consolidation or other reorganization) security.

   

  (rr)           “Stock Appreciation Right” means the right to receive, upon exercise of the right, the applicable
    amounts as described in Section 8 hereof.

   

  (ss)          “Stock Bonus” means a bonus payable in fully vested shares of Common Stock granted pursuant to Section 11
    hereof.

   

  (tt)           “Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to
    which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person.

   

  (uu)         “Transfer” has the meaning set forth in Section 18 hereof.

   

  Section 3.      Administration.

   

  (a)           The Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under the Exchange Act (“Rule 16b-3”), to the extent applicable.

   

  (b)           Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the
    Board, shall have the power and authority, without limitation:

   

  (1)       to select those Eligible Recipients who shall be Participants;

   

  (2)       to determine whether and to what extent Awards are to be granted hereunder to Participants;

   

  (3)       to determine the number of Shares to be covered by each Award granted hereunder;

   

  (4)       to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the
    restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the Performance Goals and periods applicable to Awards,
    (iii) the Exercise Price of each Option and the Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the
    requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of
    such Awards);

  
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  (5)       to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;

   

  (6)       to determine the Fair Market Value in accordance with the terms of the Plan;

   

  (7)       to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s
    employment or service for purposes of Awards granted under the Plan;

   

  (8)       to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

   

  (9)       to prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying applicable foreign laws or
    qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan or the applicable Award Agreement; and

   

  (10)     to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise
    supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.

   

  (c)           Notwithstanding the foregoing, but subject to Section 5 hereof, the Company may not, without first obtaining the approval of the Company’s shareholders,
    (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the Exercise Price or Base Price, as applicable, of such Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange
    for Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price or Base Price of the original Options or Stock Appreciation Rights or (iii) cancel outstanding Options or Stock
    Appreciation Rights with an Exercise Price or Base Price, as applicable, that is above the current per share stock price, in exchange for cash, property or other securities.

   

  (d)           All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the
    Company and the Participants. The provisions and administration of each Award need not be the same with respect to each Participant. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on
    behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or
    employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.

   

  (e)           The Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited to, its
    authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant who is subject to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements
    of applicable law or any stock exchange on which the Shares are traded.

  
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  Section 4.      Shares Reserved for Issuance; Certain Limitations

   

  (a)           The maximum number of shares of Common Stock reserved for general issuance under the Plan (the “General Share Reserve”) shall be __________ shares
    (subject to adjustment as provided in Section 5 hereof), provided, however, that effective as of the Fall-Away Date, such number of shares of Common Stock shall be increased to the number of shares of Common Stock equal to 10% of the
    number of outstanding shares of Common Stock on the Fall-Away Date (subject to adjustment as provided in Section 5 hereof). Additionally, the maximum number of shares of Common Stock reserved for general issuance under the Plan pursuant to the General
    Share Reserve shall be increased on the first day of each fiscal year of the Company beginning in the first calendar year following the calendar year in which the Fall-Away Date occurs by a number of shares of Common Stock equal to the excess, if any,
    of (x) 10% of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year, over (y) the number of shares of Common Stock reserved and available for issuance in respect of future grants of Awards under the
    Plan pursuant to the General Share Reserve as of the last day of the immediately preceding fiscal year.

   

  (b)           In addition to the General Share Reserve, __________ of shares of Common Stock (subject to adjustment as provided in Section 5 hereof) (the “IPO Share
      Reserve”) shall be reserved for issuance under the Plan. The purpose of the IPO Share Reserve is to allow the Company to grant (i) the shares of Restricted Stock contemplated by the Reorganization Transactions to the Company’s executive officers
    (other than the Company’s Chief Executive Officer and Executive Chairman) and certain other senior employees and (ii) additional shares of Restricted Stock to other Eligible Recipients on or shortly following the Effective Date. Notwithstanding the
    foregoing, the Administrator may grant Awards pursuant to the IPO Share Reserve (including any shares that become available for subsequent Awards pursuant to the IPO Share Reserve in accordance with Section 4(d) hereof) to any Eligible Participant in
    its sole discretion. Additionally, the maximum number of shares of Common Stock reserved for issuance under the Plan pursuant to the IPO Share Reserve shall be increased by the number of shares of Common Stock subject to awards granted in the form of
    restricted shares of Common Stock in connection with the Reorganization Transactions to or for the benefit of the Company’s Chief Executive Officer and Executive Chairman that are subsequently forfeited or cancelled prior to the applicable vesting
    dates of such awards.

   

  (c)           Prior to the Fall-Away Date, the IPO Contributors may not be granted (and the IPO Contributors may not accept or receive) Awards granted pursuant to the
    General Share Reserve; provided that, for the avoidance of doubt, before or after the Fall-Away Date, the IPO Contributors may receive Awards pursuant to the IPO Share Reserve (including any shares that become available for subsequent Awards
    pursuant to the IPO Share Reserve in accordance with Section 4(d) hereof) as determined by the Administrator in its sole discretion.

  
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  (d)           Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the
    Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant,
    the Shares with respect to such Award (i) if granted pursuant to the General Share Reserve, shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan pursuant
    to the General Share Reserve and (ii) if granted pursuant to the IPO Share Reserve, shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan pursuant to the
    IPO Share Reserve. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under the Plan or the payment of any purchase price with
    respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for
    subsequent Awards under the Plan. After the Fall-Away Date, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made
    shall again be available for grants of Awards pursuant to the Plan (if granted pursuant to the General Share Reserve, under the General Share Reserve, and if granted pursuant to the IPO Share Reserve, under the IPO Share Reserve) and (ii) shares of
    Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan; provided that, in each case, prior to the Fall Away Date, such
    Awards will be counted against the total number of shares of Common Stock available for Awards under the Plan (if granted pursuant to the General Share Reserve, against the General Share Reserve, and if granted pursuant to the IPO Share Reserve,
    against the IPO Share Reserve).

   

  Section 5. Equitable Adjustments.

   

  (a)           In the event of any Change in Capitalization (including a Change in Control), an equitable substitution or proportionate adjustment shall be made, in
    each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan pursuant to Sections 4(a) and 4(b) hereof, (ii) the kind and number of securities
    subject to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of shares of Common Stock, or the amount of cash or amount or type of other
    property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan or (iv) the Performance Goals and performance periods applicable to any Awards granted under the Plan; provided,
    however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.

   

  (b)           Without limiting the generality of the foregoing, in connection with a Change in Capitalization (including a Change in Control), the Administrator may
    provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to
    the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any
    outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant.

  
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  (c)           The determinations made by the Administrator pursuant to this Section 5 shall be final, binding and conclusive.

   

  Section 6.      Eligibility.

   

  Subject to the limitations set forth in Section 4(c) hereof, the Participants under the Plan shall be selected from time to time by the Administrator, in its sole
    discretion, from those individuals that qualify as Eligible Recipients.

   

  Section 7.      Options.

   

  (a)           General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as
    the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option
    is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). More than one Option may be granted to the same Participant and be outstanding
    concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator
    shall deem desirable and set forth in the applicable Award Agreement.

   

  (b)           Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the
    time of grant, but, except as provided in the applicable Award Agreement, in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant.

   

  (c)           Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years
    after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement.

   

  (d)           Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of
    Performance Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise
    provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.

  
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  (e)           Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of
    whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with
    respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise
    issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised,
    (iii) any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing.

   

  (f)            ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions,
    limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such
    term is defined in Section 424(e) of the Code) or a Subsidiary of the Company. All of the shares of Common Stock reserved for issuance under the Plan pursuant to Sections 4(a) and 4(b) hereof (subject to adjustment as provided in Section 5 hereof) may
    be granted as ISOs.

   

  (i)         ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares
    representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed
    five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.

   

  (ii)        $100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which ISOs
    are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.

   

  (iii)       Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the
    Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant
    of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired
    pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Shares.

  
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  (g)           Rights as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
    or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section
    17 hereof.

   

  (h)           Termination of Employment or Service. In the event of the termination of employment or service with the Company and all Affiliates thereof of a
    Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms and conditions as set forth in the Award Agreement.

   

  (i)            Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of
    absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.

   

  Section 8.      Stock Appreciation Rights.

   

  (a)           General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in
    conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall
    determine the Eligible Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the
    foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall
    contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.

   

  (b)           Base Price. Except as provided in the applicable Award Agreement, each Stock Appreciation Right shall be granted with a base price that is not
    less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant (such amount, the “Base Price”).

   

  (c)           Rights as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
    or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 17
    hereof.

   

  (d)           Exercisability.

   

  (1)       Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be
    determined by the Administrator in the applicable Award Agreement.

  
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  (2)       Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall
    be exercisable in accordance with the provisions of Section 7 hereof and this Section 8.

   

  (e)           Consideration Upon Exercise.

   

  (1)       Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i)
    the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being
    exercised.

   

  (2)       A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the
    Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Exercise Price specified in the related
    Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so
    exercised.

   

  (3)       Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of Shares
    and cash).

   

  (f)            Termination of Employment or Service.

   

  (1)       In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Free
    Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the Award Agreement.

   

  (2)       In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related
    Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.

   

  (g)           Term.

   

  (1)       The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the
    date such right is granted.

   

  (2)       The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after
    the date such right is granted.

   

  (h)           Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,
    by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, in the discretion of the
    Administrator.

  
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  Section 9.      Restricted Stock and Restricted Stock Units.

   

  (a)           General. Restricted Stock and Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to
    whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the
    period of time prior to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”); the Performance Goals (if any); and all other
    conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit the Participant’s Restricted Stock or Restricted
    Stock Units, in accordance with the terms of the grant.

   

  (b)           Awards and Certificates.

   

  (1)       Except as otherwise provided in Section 9(b)(3) hereof, (i) each Participant who is granted an Award of Restricted Stock may, in the Company’s sole discretion,
    be issued a stock certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions
    applicable to any such Award. The Company may require that the stock certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of
    any award of Restricted Stock, the Participant shall have delivered a stock transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for shares of unrestricted Common Stock may, in the Company’s sole discretion, be
    delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock.

   

  (2)       With respect to an Award of Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, stock certificates in respect of the
    shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or the Participant’s legal representative, in a number equal to the number of shares of Common Stock underlying the
    Award of Restricted Stock Units.

   

  (3)       Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the
    Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form.

   

  (4)       Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares
    (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and
    such issuance or payment shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the
    Code.

  
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  (c)           Restrictions and Conditions. The Restricted Stock and Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following
    restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:

   

  (1)       The Award Agreement may provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such
    factors and such circumstances as set forth in the Award Agreement, including, but not limited to, the attainment of certain performance related goals, the Participant’s termination of employment or service with the Company or any Affiliate thereof, or
    the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 13 hereof.

   

  (2)       Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to shares of
    Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares. Any dividends declared during the Restricted Period with respect to shares of Restricted Stock
    shall, to the extent set forth in an Award Agreement, be payable either currently or at the time (and to the extent) that the underlying Restricted Shares vest. Except as provided in the applicable Award Agreement, the Participant shall generally not
    have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to any dividends
    declared during the Restricted Period with respect to the number of shares of Common Stock covered by Restricted Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant either currently or at the time (and to the
    extent) that the shares of Common Stock in respect of the related Restricted Stock Units are delivered to the Participant.

   

  (d)           Termination of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment
    or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.

   

  (e)           Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any
    Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.

   

  Section 10.    Other Stock-Based Awards.

   

  Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be
    granted either alone or in addition to other Awards (other than, in the case of dividend equivalents, in connection with Options or Stock Appreciation Rights) under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and
    complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards, or the manner in which
    such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to,
    achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.

  
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  Section 11.    Stock Bonuses.

   

  In the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator, be evidenced in
    uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.

   

  Section 12.    Cash Awards.

   

  The Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and such Cash Awards
    shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of Performance Goals.

   

  Section 13.    Change in Control Provisions.

   

  Except as provided in the applicable Award Agreement, in the event that (a) a Change in Control occurs and (b) either (x) an outstanding Award is not assumed or
    substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause on or after
    the effective date of the Change in Control but prior to twenty-four (24) months following the Change in Control, then:

   

  (a)           any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and

   

  (b)           the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse and such
    Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at the greater of target and actual performance levels.

   

  For purposes of this Section 13, an outstanding Award shall be considered to be assumed or substituted for if, following the Change in Control, the Award remains
    subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to Shares, the Award instead confers the right to receive common stock of the acquiring entity (or
    cash or such other security or entity as may be determined by the Administrator, in its sole discretion, pursuant to Section 5 hereof).

  
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  Section 14.    Voting Proxy

   

  The Company reserves the right to require the Participant, to the fullest extent permitted by applicable law, to appoint such Person as shall be determined by the
    Administrator in its sole discretion as the Participant’s proxy with respect to all applicable unvested Awards of which the Participant may be the record holder of from time to time to (A) attend all meetings of the holders of the shares of Common
    Stock, with full power to vote and act for the Participant with respect to such Awards in the same manner and extent that the Participant might were the Participant personally present at such meetings, and (B) execute and deliver, on behalf of the
    Participant, any written consent in lieu of a meeting of the holders of the shares of Common Stock in the same manner and extent that the Participant might but for the proxy granted pursuant to this sentence.

   

  Section 15.    Amendment and Termination.

   

  The Administrator may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a Participant
    under any outstanding Award without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such approval in order to satisfy any
    rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any outstanding Award, prospectively or retroactively, but, subject to Section 5 hereof and the immediately preceding
    sentence, no such amendment shall impair the rights of any Participant without the Participant’s consent; provided that the Administrator may amend the terms of any such Award to take effect retroactively or otherwise, as deemed
    necessary or advisable for the purpose of conforming the Award to any applicable law, government regulation or stock exchange listing requirement relating to such Award (including, but not limited to, Section 409A of the Code), and by accepting an
    Award under this Plan, the Participant thereby agrees to any amendment made pursuant to this Section 14 to such Award (as determined by the Administrator) without further consideration or action. Notwithstanding the generality of the foregoing or
    anything to the contrary in the Plan, the Board shall be required to obtain approval of the Company’s stockholders for any amendment to Section 4 hereof and the definitions of the D. E. Shaw Group, Fall-Away Date or IPO Contributor.

   

  Section 16.    Unfunded Status of Plan.

   

  The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing
    contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

  
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  Section 17.    Withholding Taxes.

   

  Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of
    applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount in respect of such taxes up to the maximum statutory rates in the Participant’s applicable jurisdiction with respect to the Award, as
    determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any
    payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto as
    determined by the Company. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related
    taxes to be withheld and applied to the tax obligations as determined by the Company; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company
    withhold from such delivery Shares or other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax
    obligations as determined by the Company. Such withheld Shares or other property or already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and
    any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the
    necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Award as determined by the Company.

   

  Section 18.    Transfer of Awards.

   

  Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage,
    hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or
    withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation or
    liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any shares of Common
    Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option or Stock Appreciation Right may be exercised, during the lifetime of the
    Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.

   

  Section 19.    Continued Employment or Service.

   

  Neither the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment or service with the
    Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

  
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  Section 20.    Effective Date.

   

  The Plan was adopted and approved on ______, 2022 and became effective on _______, 2022 (the “Effective Date”).

   

  Section 21.    Term of Plan.

   

  No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

   

  Section 22.    Securities Matters and Regulations.

   

  (a)           Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under
    the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, the receipt of all such approvals by governmental agencies as may be deemed necessary or appropriate by the
    Administrator and the listing requirements of any securities exchange on which the Shares are traded. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms
    hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.

   

  (b)           Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Common
    Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant
    of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any
    conditions not acceptable to the Administrator.

   

  (c)           In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the
    Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving
    Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.

   

  Section 23.    Notification of Election Under Section 83(b) of the Code.

   

  If any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code,
    such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service.

  
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  Section 24.    No Fractional Shares.

   

  No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator 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.

   

  Section 25.    Beneficiary.

   

  A Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time,
    amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

   

  Section 26.    Paperless Administration.

   

  In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of
    Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

   

  Section 27.    Severability.

   

  If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or
    unenforceable provision had not been included in the Plan.

   

  Section 28.    Clawback.

   

  Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement,
    will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or
    stock exchange listing requirement).

  
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  Section 29.    Section 409A of the Code.

   

  The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code,
    and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties
    under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant
    would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in
    Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program
    or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement
    and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier). Each amount to be paid or benefit
    to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Administrator shall have the sole authority to make any accelerated distributions permissible under Treas. Reg. Section
    1.409A-3(j)(4) to Participants with respect to any deferred amounts, provided that such distributions meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company makes no representation that any or all of the payments or benefits
    described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes
    and penalties incurred under Section 409A of the Code.

   

  Section 30.    Governing Law.

   

  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such
    state.

   

  Section 31.    Titles and Headings.

   

  The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such
    titles or headings, shall control.

   

  Section 32.    Successors.

   

  The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other
    reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

   

  Section 33.    Relationship to Other Benefits.

   

  No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance,
    welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

   

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