Exhibit 10.6


 


Winc, INC.



2021
INCENTIVE AWARD PLAN


 


ARTICLE I.

Purpose


 


The Plan’s purpose is
to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized
terms used in the Plan are defined in Article XI.


 


ARTICLE II.

Eligibility


 


Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE III.

Administration and Delegation


 


3.1            Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant
Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority
to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal
Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply
omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan
and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all
persons having or claiming any interest in the Plan or any Award.


 


3.2            Appointment
of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the
Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries. The Board or the Administrator, as
applicable, may rescind any such delegation, abolish any such committee or Committee and/or re-vest in itself any previously delegated
authority at any time.


 


ARTICLE IV.

Stock Available for Awards


 


4.1            Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that
may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. As of the Effective Date, the Company will
cease granting awards under the Prior Plan; however, Prior Plan Awards will remain subject to the terms of the Prior Plan. Shares issued
under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares. Shares issued under
the Plan will be shares of Common Stock.


 


4.2            Share
Recycling. If all or any part of an Award or a Prior Plan Award expires, lapses or is terminated, exchanged for or settled in cash,
surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company
acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring)
paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the unused Shares covered
by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under the Plan. Further, Shares delivered
(either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an
Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation with respect to an Award or Prior Plan Award (including
Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the tax obligation) will,
as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction
with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding anything to the contrary contained herein,
the following Shares shall not be added to the Shares authorized for grant under Section 4.1 and shall not be available for future
grants of Awards: (a) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of
the Stock Appreciation Right on exercise thereof; and (b) Shares purchased on the open market with the cash proceeds from the exercise
of Options.


 






     


     


    

 


4.3           Incentive
Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 25,000,000 Shares may be issued pursuant to
the exercise of Incentive Stock Options.


 


4.4            Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s
property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before
such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems
appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor
shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that
Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant
to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted
in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as
adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination)
may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such
Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available
shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition or combination.


 


4.5           Non-Employee
Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for
non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the
terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business
judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time; provided that,
commencing with the calendar year following the calendar year in which the Effective Date occurs, the sum of any cash compensation, or
other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services
as a non-employee Director with respect to any fiscal year of the Company may not exceed $500,000 (which limit shall not apply to the
compensation for any non-employee Director of the Company who serves in any capacity in addition to that of a non-employee Director for
which he or she receives additional compensation).


 






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ARTICLE V.

Stock Options and Stock Appreciation Rights


 


5.1           General.
The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including
any limitations in the Plan that apply to Incentive Stock Options. A Stock Appreciation Right will entitle the Participant (or other person
entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation
Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise
price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised.
Such amount shall be subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2            Exercise
Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise
price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option (subject
to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a Stock Appreciation Right
that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable,
may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall
be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.


 


5.3            Duration.
Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term
of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the
Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than an Incentive Stock
Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the Company,
or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout
periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the
Option or Stock Appreciation Right shall be extended until the date that is 30 days after the end of the legal prohibition, black-out
period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten year
term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws,
if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation,
confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement
or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s
transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation,
unless the Company otherwise determines.


 


5.4            Exercise.
Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator
approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with,
as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and
(ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock
Appreciation Right may not be exercised for a fraction of a Share.


 






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5.5           Payment
Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws,
the exercise price of an Option must be paid by:


 


(a)            cash,
wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the
use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)            if
there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (i) delivery (including electronically
or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the
Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (ii) the Participant’s delivery to
the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company
cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required
by the Administrator;


 


(c)            to
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued
at their Fair Market Value;


 


(d)           to
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market
Value on the exercise date;


 


(e)            to
the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good
and valuable consideration; or


 


(f)            to
the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 


5.6           Additional
Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its
present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and
any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option
is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying
the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 


ARTICLE VI.

Restricted Stock; Restricted Stock Units; DIVIDEND EQUIVALENTS


 


6.1           General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s
right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require
forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable
restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers
Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods,
as set forth in an Award Agreement.


 






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6.2           Restricted
Stock.


 


(a)            Dividends.
Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless
the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends
or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary
cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares
of Restricted Stock with respect to which they were paid.


 


(b)            Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.


 


6.3           Restricted
Stock Units.


 


(a)            Settlement.
The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended
to comply with Section 409A.


 


(b)            Stockholder
Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and
until the Shares are delivered in settlement of the Restricted Stock Unit.


 


6.4           Dividend
Equivalents. If the Administrator provides, a grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant
with the right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation
Rights. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject
to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents
are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE VII.

Other Stock or Cash Based Awards


 


Other Stock or Cash Based
Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including
annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject
to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement
of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock
or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.


 






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ARTICLE VIII.

Adjustments for Changes in Common Stock

and Certain Other Events


 


8.1           Equity
Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary
in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity
Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s
exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments
provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided
that the Administrator will determine whether an adjustment is equitable.


 


8.2           Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common
Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company
or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except
that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after
such change) is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action
is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be
made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or
event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)            To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than
zero, then the Award may be terminated without payment; provided, further, that Awards held by members of the Board will be settled in
Shares on or immediately prior to the applicable event if the Administrator takes action under this clause (a);


 


(b)            To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c)           To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)            To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or
with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV
on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price
or applicable performance goals), and the criteria included in, outstanding Awards;


 






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(e)            To
replace such Award with other rights or property selected by the Administrator; and/or


 


(f)            To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3           Effect
of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs and a
Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a) the Company,
or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant
has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become fully vested, exercisable
and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which case, such Awards
shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration
payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to holders of Common Stock
under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions)
or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of shares subject
to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred
compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under
Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration
provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be
entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award
may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with
a Change in Control.


 


8.4           Administrative
Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change
affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar
transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days before
or after such transaction.


 


8.5           General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to
any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or
dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an
Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares of
any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares
subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted
hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution
or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights
superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and
Awards (or portions thereof) differently under this Article VIII.


 






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ARTICLE IX.

General Provisions Applicable to Awards


 


9.1           Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options,
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and,
during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award hereunder shall be
without consideration, except as required by Applicable Law. References to a Participant, to the extent relevant in the context, will
include references to a Participant’s authorized transferee that the Administrator specifically approves.


 


9.2          Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. The Award Agreement
will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions in addition to those set forth
in the Plan.


 


9.3           Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each
Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 


9.4           Termination
of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change
or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which,
the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under
the Award, if applicable.


 


9.5           Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable
Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company
may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate
as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due
to a Participant. In the absence of a contrary determination by the Company (or, with respect to withholding pursuant to clause (ii) below
with respect to Awards held by individuals subject to Section 16 of the Exchange Act, a contrary determination by the Administrator),
all tax withholding obligations will be calculated based on the minimum applicable statutory withholding rates. Subject to Section 10.8
and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by
wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the
use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator,
in whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax
obligation, valued at their fair market value on the date of delivery, (iii) if there is a public market for Shares at the time the
tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including electronically or telephonically
to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver
promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check
sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator,
or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. Notwithstanding
any other provision of the Plan, the number of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately
preceding sentence shall be limited to the number of Shares which have a fair market value on the date of delivery or retention no greater
than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the
time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally
accepted accounting principles in the United States of America). If any tax withholding obligation will be satisfied under clause (ii) above
by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time
the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose
to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company
or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.


 






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9.6           Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award
of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified
Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related
action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator
may, without the approval of the stockholders of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation
Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation
Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.


 


9.7           Conditions
on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously
delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as
determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any
applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable
Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines
is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell
such Shares as to which such requisite authority has not been obtained.


 


9.8           Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9           Cash
Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement
or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 






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ARTICLE X.

Miscellaneous


 


10.1            No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will
not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim
under the Plan or any Award, except as expressly provided in an Award Agreement.


 


10.2            No
Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights
as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding
any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required
to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock
certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.


 


10.3            Effective
Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the day prior to the Public Trading
Date and will remain in effect until the tenth anniversary of earlier of (i) the date the Board adopted the Plan or (ii) the
date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with
the Plan. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years
from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan.
If the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under
the Plan and the Prior Plan will continue in full force and effect in accordance with its terms.


 


10.4            Amendment
of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase
to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected
Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary
to comply with Applicable Laws.


 


10.5            Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6            Section 409A.


 


(a)            General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences,
interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the
Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other
actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended
tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply
with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after
an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A
or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest
under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation
or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to
taxes, penalties or interest under Section 409A.


 






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(b)            Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under
Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A),
whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship.
For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
 “termination of employment” or like terms means a “separation from service.”


 


(c)            Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes
under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation
from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement)
on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments
of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation
from service” will be paid at the time or times the payments are otherwise scheduled to be made. Furthermore, notwithstanding any
contrary provision of the Plan or any Award Agreement, any payment of “nonqualified deferred compensation” under the Plan
that may be made in installments shall be treated as a right to receive a series of separate and distinct payments.


 


10.7            Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable
with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer,
other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee
and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s
administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in
settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from
such person’s own fraud or bad faith.


 


10.8            Lock-Up
Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering
of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring
any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration statement
filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9            Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and
affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and
its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address
and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These
recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data
privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without
cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the
Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws
the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may
contact their local human resources representative.


 



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10.10          Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been
excluded, and the illegal or invalid action will be null and void.


 


10.11          Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such
Award Agreement or other written document that a specific provision of the Plan will not apply.


 


10.12          Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13          Claw-back
Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received
by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award)
shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy
adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder), as and to the extent set forth in such claw-back policy or the Award Agreement.


 


10.14          Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.


 


10.15          Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent
Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.


 






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10.16          Relationship
to Other Benefits. No payment under the Plan will 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 Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


10.17          Broker-Assisted
Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with
respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold
through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such
Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the
applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant
agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to
the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in
cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to
arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash
sufficient to satisfy any remaining portion of the Participant’s obligation.


 


ARTICLE XI.

Definitions


 


As used in the Plan, the following
words and phrases will have the following meanings:


 


11.1            “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.


 


11.2            “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards
are granted.


 


11.3            “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Dividend Equivalents, or Other Stock or Cash Based Awards.


 


11.4            “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


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


 


11.6            “Change
in Control” means and includes each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed
with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and
(ii) of subsection (c) below) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries,
an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the
total combined voting power of the Company’s securities outstanding immediately after such acquisition; or


 






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(b)            During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other
than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in
subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by
a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof (a “Non-Transactional
Change in Control”); or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,
and


 


(ii)            after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the
consummation of the transaction.


 


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral
of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall
only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided
that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 






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11.7            “Closing
Date” means the date on which the Company’s initial public offering closes.


 


11.8            “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9            “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member
of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee
director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee
director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan.


 


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


 


11.11          “Company”
means Winc, Inc., a Delaware corporation, or any successor.


 


11.12          “Consultant”
means any consultant, advisor or other person or entity that is not an Employee, in each case, that can be granted an Award that is eligible
to be registered on a Form S-8 Registration Statement.


 


11.13          “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.14          “Director”
means a Board member.


 


11.15          “Disability”
means a permanent and total disability under Section 22(e)(3) of the Code, as amended.


 


11.16          “Dividend
Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of
dividends paid on Shares.


 


11.17          “Employee”
means any employee of the Company or its Subsidiaries.


 


11.18          “Equity
Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its
stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other
large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of
Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding
Awards.


 


11.19          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


11.20          “Fair
Market Value” means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Common
Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted
on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as
reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on
a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred
on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another
source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine
the Fair Market Value in its discretion.


 






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Notwithstanding the foregoing,
with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean
the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering
filed with the Securities and Exchange Commission.


 


11.21          “Greater
Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined
in Section 424(e) and (f) of the Code, respectively.


 


11.22          “Incentive
Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422
of the Code.


 


11.23          “Non-Qualified
Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.


 


11.24          “Option”
means an option to purchase Shares, which will either be an Incentive Stock option or a Non-Qualified Stock Option.


 


11.25          “Other
Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.26          “Overall
Share Limit” means the sum of (a) [     ]1 Shares and (b) any Shares
which, as of the Effective Date, are (i) available for issuance under the Prior Plan or (ii) subject to Prior Plan Awards which,
on or following the Effective Date, become available for issuance under the Plan pursuant to Article IV (which aggregate number of
Shares under subclauses (i) and (ii) added to the Overall Share Limit shall not exceed 4,848,888 Shares). In addition a, an
annual increase on the first day of each calendar year beginning on and including January 1, 2022 and ending on and including January 1,
2031, equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately
preceding calendar year, or (ii) such smaller number of Shares as is determined by the Board.


 


11.27          “Participant”
means a Service Provider who has been granted an Award.


 


11.28          “Performance
Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals
for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes,
depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth;
net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit
growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before
or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash
flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’
equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings
or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such
price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research,
development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models;
division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance
of personnel; human capital management (including diversity and inclusion); supervision of litigation and other legal matters; strategic
partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels
or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing
activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease.
Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division,
business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies
or upon comparisons of any of the indicators of performance relative to performance of other companies.


 





 






1 To equal 10% of the number of shares of outstanding Common
Stock as of the closing.


 






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11.29          “Plan”
means this 2021 Incentive Award Plan.


 


11.30          “Prior
Plan” means the 2013 Winc, Inc. Stock Plan, as amended.


 


11.31          “Prior
Plan Award” means an award outstanding under the Prior Plan as of the Effective Date.


 


11.32          “Public
Trading Date” means the first date upon which the Common Stock is listed (or approved for listing) upon notice of issuance
on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer
quotation system.


 


11.33          “Restricted
Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.34          “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in
cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant under
Article VI subject to certain vesting conditions and other restrictions.


 


11.35          “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act.


 


11.36          “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


11.37          “Securities
Act” means the Securities Act of 1933, as amended.


 


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


 


11.39          “Shares”
means a share of Common Stock.


 


11.40          “Stock
Appreciation Right” means a stock appreciation right granted under Article V.


 






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11.41          “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if
each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other
entities in such chain.


 


11.42          “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any
Subsidiary or with which the Company or any Subsidiary combines.


 


11.43          “Termination
of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 






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