Exhibit 10.12




 




Adopted by the Board on July 18, 2017


 


2017 LONGEVERON LLC

INCENTIVE PLAN 


 


Article I – General Provisions


 


1.1 Establishment
and Purpose


 


There is hereby established
the 2017 Longeveron LLC Incentive Plan (the “Plan”). The purpose of the Plan is to attract, retain and reward persons
providing services to or for the direct, or indirect, benefit of the Company, a Company Subsidiary and/or an Affiliate, and to
motivate such persons to contribute to the growth and profits of the Company in the future. The Plan seeks to accomplish these
goals and objectives through the issuance of interests in the Company.


 


1.2 Definitions


 


Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Operating Agreement. For the purposes of the Plan and unless
otherwise specified in an Award Agreement, the following terms shall have the meanings ascribed thereto:


 


“Affiliate”
shall have the meaning assigned thereto in the Operating Agreement.


 


“Award” shall
mean the grant or issuance of Incentive Units, Common Units, Restricted Units and/or Unit Appreciation Rights awarded pursuant
to Article II of this Plan, or an Option awarded pursuant to Article III of this Plan.


 


“Award Agreement”
means the agreement between the Company and a Participant evidencing an award of Incentive Units, Common Units, Restricted Units
and/or Unit Appreciation Rights, as applicable, by the Board as described in Section 2.2 hereof.


 


“Bankruptcy”
shall mean (i) the entry of a decree or order for relief by a court having jurisdiction in respect of a Person in an involuntary
proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of a Person or for any substantial part
of such Person’s property or the entry of an order for the winding up or liquidation of its affairs, which decree or order remains
unstayed and in effect for a period of ninety (90) consecutive days; (ii) the commencement by a Person of a voluntary proceeding
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order
for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of a Person or for any substantial part of its property, or any
general assignment by a Person for the benefit of creditors; (iii) the attachment by a creditor of a Person’s interest in
the Company, which attachment is not discharged or vacated within ninety (90) days from the date it becomes effective; or (iv)
the occurrence of any event constituting a “Bankruptcy” within meaning assigned to such term in the Operating Agreement.


 


“Board of Managers”
or “Board” shall mean the Board of Managers of the Company.


 


“Capital Account(s)”
shall have the meaning assigned thereto in the Operating Agreement.


 






     

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“Cause” shall
have the meaning assigned thereto in the Operating Agreement; provided, however, in the event a Participant has entered into an
employment agreement with the Company or a Company Subsidiary that defines Cause, “Cause” shall also include the occurrence
of any event constituting “Cause” as defined in such Participant’s employment agreement.


 


“Change in Form”
shall mean a transaction or series of transactions under which the Company be conducted in a form different from that of a Delaware
limited liability company taxed as a partnership, for example a conversion in the a C-corporation.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any successor code or law.


 


“Common Units”
shall have the meaning assigned thereto in the Operating Agreement; provided, however, Common Units available for issuance under
the Plan shall be in the form of Series C Common Units.


 


“Company”
means Longeveron LLC, a Delaware limited liability company, including any successors thereto.


 


“Company Subsidiary”
shall have the meaning assigned thereto in the Operating Agreement.


 


“Disability”
shall have the meaning assigned thereto in the Operating Agreement.


 


“Effective Date”
means the date the Plan becomes effective as provided under Article IX hereto.


 


“Fair Market Value”
means, unless otherwise determined by the Board of Managers, the value of an Incentive Unit and/or Common Units (including any
Common Unit underlying an Option), as applicable, in the Company determined as of the most recent preceding Valuation Date by such
methods or procedures as shall be established from time to time in good faith by the Board of Managers; provided, however, in the
event a Participant’s Service is terminated for Cause, or the Board of Managers has determined that the Participant has violated
any nonsolicitation, noncompetition or nondisclosure provision contained in any agreement, including but not limited to an Award
Agreement, entered into by and between a Participant and the Company, a Company Subsidiary and/or an Affiliate, the Fair Market
Value of the Participant’s Incentive Units and/or Common Units (to the extent not otherwise Forfeited), as applicable, shall be
the lesser of the amount of the Participant’s Capital Account balance attributable to such Incentive Units and/or Common Units,
as applicable, or such value as determined in accordance with the foregoing procedures.


 


“Forfeit,”
“Forfeiture,” “Forfeited” means the loss by a Participant of any and all right, title and interest in and to
the Option, Incentive Units, Common Units, Restricted Units and/or Unit Appreciation Rights, as applicable, or any portion thereof,
including, but not limited to, any Units issuable thereunder and all profits or capital of the Company attributable to such Incentive
Unit or Common Unit; the elimination of the Participant’s Capital Account relating thereto; the loss of any and all rights to any
payment by the Company for such Option, Incentive Units, Common Units, Restricted Units and/or Unit Appreciation Rights, as applicable;
and the termination of all other rights of the Participant related to such Option, Incentive Unit, Common Units, Restricted Units
and/or Unit Appreciation Rights, as applicable, arising under this Plan, an Award Agreement, the Operating Agreement or otherwise.


 






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“Incentive Unit”,
“Restricted Incentive Units” and “Unrestricted Incentive Units” shall have the meaning assigned thereto in
the Operating Agreement.


 


“Initial Public
Offering” or “IPO” means following the Change in Form, the closing of an initial public offering of the stock or
other equity securities of the Company firmly underwritten by a nationally recognized underwriter.


 


“Member”
shall have the meaning assigned thereto in the Operating Agreement.


 


“Operating Agreement”
means that certain Limited Liability Company Agreement between the Company and the members named therein dated as of November 20,
2014, as may thereafter be amended or restated from time to time.


 


“Option”
means a right, whether issued in the form of an option, warrant or other similar equity-based instrument, to purchase one or more
Units, subject to the terms of the Plan and the related Option Award Agreement.


 


“Option Award
Agreement” means the agreement between the Company and a Participant or other document or instrument evidencing an Award of
an Option by the Board of Managers as described in Section 3.2 hereof.


 


“Participant”
means any person who has satisfied the eligibility requirements set forth in Section 1.6 and who has entered into an Award
Agreement under the Plan, which Award Agreement remains outstanding under the Plan.


 


“Person”
shall have the meaning assigned thereto in the Operating Agreement.


 


“Plan” shall
have the meaning provided in Section 1.1 hereof.


 


“Restricted Unit”
shall mean a right granted pursuant to Article II of the Plan to receive Series C Common Units at a future date in accordance with
the terms of the Award Agreement and this Plan. Notwithstanding any provision of an Award Agreement to the contrary, Restricted
Units may, in the Company’s sole discretion, be settled in cash in lieu of an issuance of Class C Common Units.


 


“Sale Transaction”
means: (i) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person;
or (ii) the acquisition of the Company by a Person or “group” of Persons (as that term is used in Section 13(d)
of the Securities Exchange Act of 1934, as amended), by means of any transaction or series of related transactions (including,
without limitation, any merger, consolidation, or reorganization), if, following such transaction or transactions, the Persons
that were securityholders immediately prior to such transaction or transactions beneficially own, directly or indirectly, less
than fifty percent (50%) of both the then outstanding securities of the purchaser, transferee or successor and do not otherwise
retain the power to direct or cause the direction, directly or indirectly, through one or more intermediaries, of the management
and policies of the purchaser, transferee or successor. Notwithstanding the foregoing, a Sale Transaction shall not include any
or all transactions necessary to effectuate a Change in Form.


 






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“Section 409A”
shall mean Section 409A of the Code, and the regulations and other binding guidance promulgated thereunder.


 


“Service”
shall mean the provision of services to the Company, a Company Subsidiary and/or an Affiliate by an individual in the capacity
of an employee, partner, manager or a consultant.


 


“Unit” shall
have the meaning assigned thereto in the Operating Agreement. Units available for issuance under the Plan shall be in the form
of Incentive Units or Series C Common Units.


 


“Unit Appreciation
Right” shall mean a right granted pursuant to Article II of the Plan to receive a payment of Series C Common Units based on
the increase in the value of the number of Series C Common Units specified in the Award Agreement. Notwithstanding any provision
of an Award Agreement to the contrary, Unit Appreciation Rights may, in the Company’s sole discretion, be settled in cash in lieu
of the issuance of Series C Common Units.


 


“Unvested”
means the portion of an Award which has not become Vested in accordance with the terms of the Plan or a Participant’s Award Agreement.


 


“Valuation Date”
means the last day of each calendar year and such other dates, if any, as may be established from time to time by the Board.


 


“Vest,” “Vesting,”
“Vested” means the lapse, in accordance with the terms of the Plan or a Participant’s Award Agreement of the Forfeiture
restrictions applicable to all or a portion of an Award.


 


“Vesting Start
Date” means the “Grant Date” (as defined in an Award Agreement) unless such other date is specifically designated
as the Vesting Start Date under the terms of an Award Agreement.


 






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1.3 Administration


 


The Plan shall be administered
by the Board of Managers or a designee thereof (hereinafter collectively the “Board”). Subject to the terms of the Plan
and without limiting the Board’s authority, the Board shall, among other things, determine eligibility for participation in the
Plan, grant or issue Awards under the Plan, establish the terms and conditions of any such Award (including, without limitation,
the form of the Award and the number and/or type of Units underlying the Award), the ownership rights in the Company represented
by the Incentive Units and/or Common Units covered by the Award, and the Forfeiture provisions and other conditions applicable
to each Award), approve the form of, adjust, modify or amend any Award Agreement as necessary, construe the Plan and any Award
Agreement issued under the Plan, or, subject to the provisions of the Plan, accelerate at any time the Vesting of any Award. To
the extent the Board has delegated any administrative authority hereunder, such delegation of authority shall be and remain revocable
by the Board.


 


The Board shall have
full authority and discretion to decide all matters relating to the administration and interpretation of the Plan and any Award
Agreement, including but not limited to the resolution of any conflict or ambiguity contained in the terms of the Plan, which determinations
shall be final, conclusive, and binding on the Company, the Participant and any and all interested parties. In the event of a conflict
between the terms of the Plan and an Award Agreement, the Plan shall govern except to the extent that the Plan gives the Board
the express authority to vary the terms of the Plan by means of an Award Agreement, in which case, the Award Agreement shall govern
with respect to such terms. In the event of a conflict between the Operating Agreement and the Plan and/or the Award Agreement,
the Board shall have full authority and discretion to resolve the conflict, which determination shall be final, conclusive, and
binding on the Company, the Participant and any and all interested parties.


 


1.4 Types of Awards
Under the Plan


 


Awards under the Plan
may be in the form of Options, Incentive Units, Common Units, Restricted Units or Unit Appreciation Rights. The maximum number
of (i) Incentive Units available for grant or issuance pursuant to Awards under the Plan, (ii) Series C Common Units available
for grant or issuance pursuant to Options under the Plan, and (iii) Series C Common Units available for grant or issuance
pursuant to Awards (other than Options) under the Plan, shall, in the aggregate, not exceed 200,000. Incentive Units issued from
time to time, if any, will be issued for no consideration or de minimis consideration as such interests are intended to
constitute “profits interests” within the meaning of Revenue Procedure 93-27 and 2001-43. Incentive Units or Common Units
issued or reserved for issuance under an Award that is Forfeited, cancelled, expires or terminate for any reason shall again become
available for issuance under the Plan.


 


The Company may require
holders of Common Units and Incentive Units to transfer such Units to one or more entities organized for the purpose of holding
such Units (each, an “Employee Vehicle”) in exchange for interests in such Employee Vehicle, and the Company may
issue Common Units and Incentive Units directly to an Employee Vehicle in respect of individuals who perform Services. Interest
in the Employee Vehicle will generally entitle each holder of such interests to the distributions and allocations that correspond
to the distributions and allocations of the Common Units and Incentive Units that are held by the Employee Vehicle and that were
issued to or in respect of the holder of such interest in the Employee Vehicle.


 






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1.5 Dilution


 


The issuance of Incentive
Units and/or Common Units (including those issued under an Award) under the Plan shall cause the Membership Interests (and, where
appropriate, a proportionate amount of the Capital Account) of the Company’s pre-existing Members to decrease as provided under
the Operating Agreement. The Forfeiture or cancellation of Incentive Units and/or Common Units (including those issued under an
Award) under the Plan shall cause the Membership Interests (and, where appropriate, a proportionate amount of the Capital Account)
of the Company’s Members to increase as provided under the Operating Agreement.


 


1.6 Eligibility
and Participation


 


Employees, partners,
managers, independent contractors, and consultants of, or to, the Company, a Company Subsidiary and/or an Affiliate who are determined
by the Board to be responsible for the continued growth, development and future financial success of the Company and/or its subsidiary
entities shall be eligible to participate in the Plan.


 


Article II – Unit Awards


 


2.1 Award of Incentive
Units


 


The Board may, in its
discretion, from time to time, grant or issue Incentive Units, Common Units, Restricted Units or Unit Appreciation Rights to persons
eligible to participate in the Plan. All such Awards shall be subject to the provisions of this Plan and the Award Agreement pursuant
to which such Awards are granted or issued, and to the provisions of the Operating Agreement.


 


2.2 Award Agreement


 


Each Award of Incentive
Units, Common Units, Restricted Units or Unit Appreciation Rights shall be evidenced by an Award Agreement. The Award Agreement
shall specify, among other things, the purchase price, if any, of the Units acquired thereunder, the terms and conditions of the
Award, the number and type of Units issued or to be issued thereunder, the Vesting and Forfeiture provisions applicable thereto,
and such other provisions applicable thereto; provided, however, that the rights of a Participant as a Member shall only arise
as provided in Section 6.4 hereof.


 


2.3 Termination
of Service


 


Unless otherwise determined
by the Board or provided in an Award Agreement, any Incentive Units, Common Units, Restricted Units or Unit Appreciation Rights
which have not Vested in accordance with the terms of the applicable Award Agreement shall be Forfeited by a Participant if the
Participant’s Service terminates for any reason, including but not limited to death, Disability, voluntary termination or involuntary
termination with or without Cause.


 






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2.5 Fundamental
Transaction


 


Notwithstanding any
provision of this Plan or Award Agreement to the contrary, upon the occurrence of a Sale Transaction, Change in Form, IPO, or in
connection with the death, Disability or termination of the Participant’s Service, the Board may, in its sole discretion, accelerate
the Vesting of all or a portion of any outstanding Award. Any such action taken by the Board pursuant to the authority granted
under this Section is not required to be uniform among all Participants and may apply to such Participants, or classes or categories
of Participants as the Board, in its sole discretion, deems appropriate. To the extent that the Board exercises its authority granted
under this Section to accelerate the Vesting of an Award, the risk of Forfeiture applicable to the affected Award shall immediately
lapse and such Award shall become fully Vested.


 


Article III – Option Awards


 


3.1 Award of Options


 


The Board may, in its
discretion, from time to time, make an Award of Options to persons eligible to participate in the Plan. All such Options shall
be subject to the provisions of this Plan and the Option Award Agreement pursuant to which such Options are granted, and to the
provisions of the Operating Agreement. Each Option and all rights and obligations thereunder shall expire on such date as the Board
may determine, but not later than ten (10) years from the date such Option is awarded, and shall be subject to earlier termination
as provided elsewhere in the Plan and the applicable Option Award Agreement.


 


3.2 Option Award
Agreement


 


Each Award of an Option
shall be evidenced by an Option Award Agreement. The Option Award Agreement shall specify, among other things, the terms and conditions
of the Award and the exercise of such Option, the exercise price of the Option, the number of Units to which the Option relates,
the Vesting and Forfeiture provisions applicable thereto, and such other provisions applicable to such Option; provided, however,
that the rights of a Participant as a Member shall only arise as provided in Section 6.4 hereof.


 


3.3 Option Exercise
Price


 


The exercise price
of each Option shall be determined by the Board and shall not be less than the Fair Market Value of a Unit at the date of grant.
Unless otherwise provided in the Option Award Agreement or as otherwise determined by the Board, the exercise price of an Option
shall be paid in full in cash at the time of exercise.


 


3.4 Exercise of
Options


 


Options shall be exercisable
in accordance with the provisions of the Participant’s Option Award Agreement. Each Option shall, by its terms, be exercisable
during the Participant’s lifetime only by the Participant or by the Participant’s guardian or legal representative. Notwithstanding,
in the event of a Participant’s death, such Participant’s Options may be exercised (to the extent exercisable under the Option
Award Agreement) by the Participant’s personal representative or persons entitled thereto under the Participant’s will or the laws
of descent and distribution.


 






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3.5 Termination
of Service


 


Unless otherwise provided
in an Option Award Agreement, any portion of an Option which has not Vested in accordance with the terms of the applicable Option
Award Agreement shall be Forfeited by a Participant if the Participant’s Service is terminated for any reason, including but not
limited to death, Disability, voluntary termination or involuntary termination with or without Cause. Unless otherwise provided
in the Participant’s Option Award Agreement, in the event a Participant’s Service is terminated for Cause, the Participant’s interest
in the unexercised portion of an outstanding Option shall be immediately Forfeited regardless of whether such Option has otherwise
Vested in accordance with the provisions of the applicable Option Award Agreement.


 


3.6 Fundamental
Transaction


 


Notwithstanding any
provision of this Plan or an Option Award Agreement to the contrary, upon the occurrence of a Sale Transaction, Change in Form,
IPO, or in connection with the death, Disability or termination of the Participant’s Service, the Board may, in its sole discretion,
accelerate the Vesting of all or portion of the Options awarded under an Option Award Agreement. Any such action taken by the Board
pursuant to the authority granted under this Section is not required to be uniform among all Participants and may apply to such
Participants, or classes or categories of Participants as the Board, in its sole discretion, deems appropriate. To the extent that
the Board exercises its authority granted under this Section to accelerate the Vesting of Options, the risk of Forfeiture applicable
to the affected Options shall immediately lapse and such Units shall become fully Vested.


 


Article IV
– Right of First Refusal/Right to Repurchase


 


4.1 Transfer
Restrictions/Right of First Refusal


 


The right to sell,
transfer, assign, pledge, hypothecate, gift or otherwise dispose of any Incentive Units acquired under an Award Agreement shall
be determined by and be subject to the terms of the Plan and the Operating Agreement. To the extent that the transfer of any Units
acquired under an Award Agreement is otherwise permitted, such transfer shall be subject to the transfer restrictions contained
in the Operating Agreement, including, without limitation, the rights of first refusal and transfer restrictions set forth in Article
XI thereof.


 


4.2 Company’s
Right to Purchase Incentive Units From the Participant


 


If a Participant’s
Service is terminated for any reason, the Company shall have the right for a period of twelve (12) months, or such shorter period
as is required by applicable law, beginning as of the date of the Participant’s termination of Service, to purchase from the Participant
(or any transferee of a Participant) any and all, or any portion thereof, of the Units issued to the Participant under this Plan,
to the extent vested (regardless of who then owns the Units) at a price equal to the Fair Market Value of such Units.


 






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The Fair Market Value
of the Units to be purchased pursuant to this Article III shall be fixed as of the date the Participant (or any transferee of a
Participant) is notified by the Company of its intent to purchase the Units and shall not increase or decrease thereafter. The
closing for the purchase of a Participant’s Units shall occur within one hundred twenty (120) days of the date the Participant
(or any transferee of a Participant) is notified by the Company of its intent to purchase the Participant’s Units. Up to one hundred
percent (100%) of the aggregate purchase price for the Units to be repurchased pursuant to this Article III may, at the discretion
of the Company, be paid by deferred payment. Any such deferred payment to be made pursuant to this Article III shall be evidenced
by a promissory note executed, dated and delivered as of the date of closing. Such note shall be due and payable in four (4) equal
annual installments of principal, together with accrued interest, beginning on the first anniversary of the closing date, and continuing
on each succeeding anniversary until fully paid. Any promissory note delivered under this Article III shall bear interest accruing
from the date of the closing at the lowest rate permitted to be charged for indebtedness of this nature under Section 483
and Section 1274 of the Internal Revenue Code (whichever Section shall be applicable) and as announced from time to time by
the Internal Revenue Service so as to avoid an “imputation” of interest (as that term is used in Section 483 of
the Internal Revenue Code) and the presence of “original issue discount” (as that term is used in Section 1274 and
the related provisions of the Internal Revenue Code). Such note shall provide that the obligor shall have the right, at any time
and from time to time, to make prepayments of the principal thereon either in whole, or in part, together with all interest accrued
to the date of each prepayment, without prepayment penalty or premium of any kind.


 


Article V – Tax Matters/Section
409A


 


5.1 Withholding


 


The Company shall have
the right to require the Participant to remit to the Company, or withhold from any wages payable to a Participant, an amount sufficient
to satisfy federal, state and local tax withholding requirements, if any, arising from or in connection with the Participant’s
receipt and/or ownership of Units Unit Appreciation Rights or Restricted Units granted or acquired under the Plan. The Company
shall have a right to withhold from any payment of Units and/or cash payment to a Participant or other person under the Plan an
amount sufficient to cover any required tax withholding requirements, including the Participant’s social security and Medicare
taxes and federal, state, local income tax or such other applicable taxes (“Taxes”) with respect to an Award. The Company
shall have the right to require the payment of any Taxes before issuing any Units pursuant to the Award. The Board may, if it deems
appropriate in the case of a Participant, withhold such Taxes through a reduction of the number or percentage of Units delivered
to such individual, or allow the Participant to elect to cover all or any part of the required withholdings through a reduction
of the number or percentage of Units delivered to such individual or a subsequent return to the Company of Units held by the Participant.
To the extent appropriate, any such Taxes may be withheld by, or remitted to, a Company Subsidiary or an Affiliate.


 






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5.2 Section
409A


 


Notwithstanding any
provision of the Plan or an Award Agreement to the contrary, if any Award or benefit provided under this Plan is subject to the
provisions of Section 409A of the Code, the provisions of the Plan and any applicable Award Agreement shall be administered, interpreted
and construed in a manner necessary in order to comply with Section 409A or an exception thereto (or disregarded to the extent
such provision cannot be so administered, interpreted or construed), and the following provisions shall apply, as applicable:


 


(a) The
grant of Options or Unit Appreciation Rights shall be granted under terms and conditions consistent with Treas. Reg. § 1.409A-1(b)(5)
such that any such Award does not constitute a deferral of compensation under Section 409A. Accordingly, any such Award may be
granted to eligible employees, partners, managers and consultants of the Company, a Company Subsidiary and/or an Affiliate in which
the Company has a controlling interest. In determining whether the Company has a controlling interest, the rules of Treas. Reg.
§ 1.414(c)-2(b)(2)(i) shall apply; provided that the language “at least 50 percent” shall be used instead of “at
least 80 percent” in each place it appears; provided, further, where legitimate business reasons exist (within the meaning
of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)(1)), the language “at least 20 percent” shall be used instead of “at
least 80 percent” in each place it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and 1.414(c)-4 shall apply for
purposes of determining ownership interests in an organization.


 


(b) For
purposes of Section 409A, and to the extent applicable to any Award or benefit under the Plan, it is intended that distribution
events qualify as permissible distribution events for purposes of Section 409A and shall be interpreted and construed accordingly.
Whether a Participant has separated from service or employment will be determined by the Board based on all of the facts and circumstances
and, to the extent applicable to any Award or benefit, in accordance with the guidance issued under Section 409A. For this purpose,
separation from service shall mean the Participant’s death, retirement or other termination of service with the Company and all
of its controlled group members within the meaning of Section 409A of the Code; provided, that, a Participant will be presumed
to have experienced a separation from service when the level of bona fide services performed permanently decreases to a
level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding
thirty-six (36) month period or such other applicable period as provided by Section 409A.


 


(c) If
a Participant is a “specified employee” for purposes of Section 409A and a payment subject to Section 409A (and not excepted
therefrom) to the Participant is due upon separation from service, such payment shall be delayed for a period of six (6) months
after the date the Participant separates from service (or, if earlier, the death of the Participant). Any payment that would otherwise
have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another
compliant date is specified in the applicable agreement. The provisions of this Section 4.2(c) shall apply at such time as the
Company’s Units (or other applicable securities) are publicly traded on an established securities market or otherwise, consistent
with the elections and provisions authorized and/or established under Section 409A.


 


(d) In
no event shall the Company (or its employees, partners, officers, or directors or Affiliates) or any member of the Board have any
liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Section 409A.


 






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Article VI – Other Provisions


 


6.1 Adjustment in
Interests/Successor


 


In the event that the
Board shall determine that any dividend or other distribution, recapitalization, Unit split, reverse Unit split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Units or other securities of the Company, or
other similar corporate transaction or event, including any transaction(s) in connection with a Change in Form, affects the Awards
such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under this Plan, then the Board shall, in such manner as it may deem equitable,
adjust any or all of: (i) the number and type of Units (or other securities or property) which thereafter may be made the
subject of Awards, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and
(iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award. Adjustments under this Section shall be made by the Board, whose determination as
to what adjustments shall be made, and the extent thereof, shall be final and conclusive. Fractional interests may, at the discretion
of the Board, be issued under the Plan on account of any such adjustment. Upon any such adjustment, the rights and obligations
under the Plan and any applicable Award Agreement, including but not limited to Vesting and Forfeiture provisions, shall continue
with respect to such interests or securities in the same manner as applied to the original interests of the Company issued under
the Plan.


 


The Company shall use
commercially reasonable efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to expressly assume and agree to perform the obligations of this Plan in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place.


 


6.2 No Employment
or Service Rights


 


Nothing contained in
the Plan or an Award Agreement shall confer upon any Participant any right with respect to continued Service nor shall the Plan
interfere in any way with the right of the Company, a Company Subsidiary and/or Affiliate to at any time reassign the Participant
to a different job, change the compensation of the Participant or terminate the Participant’s Service for any reason.


 


6.3 Nontransferability


 


Notwithstanding any
other provision of this Plan or an Award Agreement to the contrary, the Awards issued under the Plan and the Participant’s rights
and obligations arising therefrom may not be assigned, pledged or otherwise transferred (hereinafter collectively “Transfer”)
without the written consent of the Company and then only in accordance with the terms of the Operating Agreement. In the event
the Company consents to any such Transfer of Units, no such Transfer shall be deemed effective until the transferee delivers to
the Company a signed joinder agreement(s) (in the form prescribed by the Company) agreeing to be bound by the provisions of
the Plan, the applicable Award Agreement, and the Operating Agreement and otherwise complies with the terms of the Operating Agreement.


 






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6.4 Member


 


A Participant shall
obtain the rights and obligations as a Member with respect to the Units acquired under an Award Agreement and the Plan only upon
satisfaction of all the following: (i) the execution by the Company and the Participant of the applicable Award Agreement and the
Participant’s satisfaction of the terms of the Award Agreement; (ii) the satisfaction of any tax withholding obligation as described
in Article IV of the Plan; and (iii) the delivery by the Participant to the Company of a signed joinder agreement (in the
form prescribed by the Company) agreeing to be bound by the provisions of the Operating Agreement. Upon satisfying the foregoing
conditions, the Participant shall have the rights and obligations of a Member with respect to such Units, subject to the terms
of the Plan, the applicable Award Agreement and the Operating Agreement.


 


6.5 Foreign Jurisdictions


 


Subject to the provisions
of this Article VI, the Board shall have the authority to adopt or amend the provisions of the Plan or an Award Agreement
with foreign nationals or United States citizens employed abroad, as it may deem necessary or desirable to comply with the tax
or other laws of foreign countries in order to promote achievement of the purposes of the Plan.


 


6.6 Other Compensation
Plan


 


Nothing contained in
this Plan shall prevent the Company, a Company Subsidiary and/or Affiliate from adopting other or additional compensation arrangements
for employees, consultants, independent contractors or other persons of the Company, a Company Subsidiary and/or Affiliate.


 


6.7 Compliance With
Governmental Regulations


 


It is intended that
Units issued under the Plan shall be exempt from the registration requirements of federal and state securities laws. The Company
shall use commercially reasonable efforts to affect any registrations or exemption filings and to comply with such laws, regulations
and rulings forthwith upon advice by its counsel that any such registration, filing or compliance is necessary.


 


6.8 Exculpation
and Indemnification


 


The Company shall indemnify
and hold harmless the members of the Board and any Person or member of any committee to which the Board has delegated any administrative
authority under the Plan from and against any and all liabilities, costs and expenses incurred by such persons as a result of any
act, or omission to act, in connection with the performance of such person’s duties, responsibilities and obligations under the
Plan, other than such liabilities, costs and expenses as may result from the gross negligence, willful misconduct, and/or criminal
acts of such persons.


 






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6.9 Change
in Form


 


In preparation for
the Company engaging in a transaction or series of transactions in which the Company contemplates a Change in Form and/or an IPO,
notwithstanding any other provisions to the contrary herein and without the consent of any Participant, the Board, in its sole
discretion, shall have the authority to take any and all action the Board considers or deems necessary or appropriate to modify
or amend the Plan and any Award and/or Award Agreement in connection with such Change in Form and/or IPO regardless of whether
such modification or amendment of the Plan and/or Award Agreement shall adversely affect the rights of a Participant under the
Plan and/or Award Agreement or otherwise.


 


6.9 Voting
Agreement; Proxy


 


By participating in
the Plan, a Participant agrees to vote Units issued pursuant to the Plan, with respect to any matter in which the Participant shall
have the right to vote, in accordance with the recommendation of the Board. Without in any way limiting the generality of the foregoing
voting agreement, in the event of an Approved Sale (as defined below), each Participant agrees (i) to vote all Units then
owned by the Participant at any regular or special meeting of members (or consent pursuant to a written consent in lieu of such
meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which
the Approved Sale was arranged, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such
Approved Sale, and (iii) if the Approved Sale is structured as a sale of equity securities by the members of the Company,
to sell the Units then owned by the Participant on the terms and conditions of such Approved Sale. “Approved Sale”
means a Change of Control, Sale Transaction or Change in Form which has been approved by the Board and the holders of a majority
of the Company’s outstanding Voting Units (as defined in the Operating Agreement). The Participant will take all actions
requested by the Company in connection with the consummation of an Approved Sale, including, without limitation, entering into
an agreement reflecting the terms of the Approved Sale, surrendering certificates, giving customary and reasonable representations
and warranties, and executing and delivering customary certificates or other documents.


 


As security for the
Participant’s obligations hereunder this Section, each Participant grants to the Chairman of the Board, with full power of
substitution and resubstitution, an irrevocable proxy to vote all Units owned or hereafter acquired by the Participant, at all
meetings of the members of the Company held or taken after the date of this Agreement, or to execute any written consent in lieu
thereof. This proxy shall be deemed to be coupled with an interest, shall be irrevocable, and shall remain valid and continue in
effect until terminated by the Company. Each Participant hereby irrevocably appoints the Chairman of the Board as the Participant’s
attorney-in-fact with authority to sign any documents with respect to any such vote or any actions by written consent of the members
taken after the date of this Agreement.


 






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Article VII – Amendment and Termination


 


The Board may modify,
amend or terminate the Plan at any time; provided, however, that no modification, amendment or termination of this Plan shall materially
adversely affect the Vested rights of a Participant under an Award previously made to such Participant without the consent of such
Participant.


 


Notwithstanding the
foregoing or any provision of the Plan or an Award Agreement to the contrary, the Board may at any time (without the consent
of the Participant) modify, amend or terminate any or all of the provisions of this Plan or an Award Agreement to the extent necessary
to conform the provisions of the Plan with Section 409A of the Code regardless of whether such modification, amendment, or termination
of the Plan or an Award Agreement shall adversely affect the rights of a Participant under the Plan.


 


Article VIII – Governing Law


 


This Plan shall be
construed in accordance with and governed exclusively by the laws of the State of Delaware, without giving effect to any conflicts
or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction.


 


Article IX
– Venue


 


Jurisdiction and venue
in any proceeding relating to the Plan or any Award granted or issued hereunder is specifically limited to any court geographically
located in Miami, FL.


 


Article X – Effective Date


 


IN WITNESS WHEREOF,
the undersigned has caused this Plan to be duly adopted, executed and effective as of this 18th day of July, 2017 (the “Effective
Date”).


 


	 	LONGEVERON LLC
	 	 	 
	 	By:	/s/ Joshua M. Hare
	 	 	Joshua M. Hare, M.D.,
	 	 	Chairman of the Board



 




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2017 Longeveron LLC Incentive Plan