EX-10.14





 Exhibit 10.14 

TUSIMPLE HOLDINGS INC. 

2021 EQUITY INCENTIVE PLAN 

(AS ADOPTED ON MARCH 4, 2021) 

 












 TUSIMPLE HOLDINGS INC.

 2021 EQUITY INCENTIVE PLAN 

ARTICLE 1. INTRODUCTION. 
 The Board
adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging
Service Providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to stockholder interests
through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may be ISOs or NSOs), SARs, Restricted Shares and Restricted Stock Units, any of which may be structured as
performance-based awards. Capitalized terms used in this Plan are defined in Article 14. 
 ARTICLE 2. ADMINISTRATION. 

2.1 General. The Plan may be administered by the Board or one or more Committees to which the Board (or an authorized Board committee)
has delegated authority. If administration is delegated to a Committee, the Committee shall have the powers theretofore possessed by the Board, including, to the extent permitted by applicable law, the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in this Plan to either the Board or the Administrator shall hereafter also encompass the Committee or subcommittee, as applicable). The Board may abolish the
Committee’s delegation at any time and the Board shall at all times also retain the authority it has delegated to the Committee. The Administrator shall comply with rules and regulations applicable to it, including under the rules of any
exchange on which the Common Shares are traded, and shall have the authority and be responsible for such functions as have been assigned to it. 

2.2 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of
Exchange Act Rule 16b-3. 
 2.3 Powers of Administrator. Subject to the terms of the Plan, and
in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number,
vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and Awards granted under the Plan, (d) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules
relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (e) impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the
use of a specified brokerage firm for such resales, and (f) make all other decisions relating to the operation of the Plan and Awards granted under 
  












 the Plan. In addition, with regard to the terms and conditions of Awards granted to Service Providers
outside of the United States or not subject to taxation under the laws of the United States, the Administrator may vary from the provisions of the Plan to the extent it determines it necessary and appropriate to do so, including, where applicable,
varying from the requirements set forth in Articles 5.3 and 6.3. 
 2.4 Effect of Administrator’s Decisions. The
Administrator’s decisions, determinations and interpretations shall be final and binding on all interested parties. 
 2.5 Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions). 

ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 

3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate
number of Common Shares issued under the Plan shall not exceed the sum of (a) 20,134,146 Common Shares, plus (b) up to 20,180,166 Common Shares subject to awards granted under the Predecessor Plan that are outstanding on the IPO Date and
that subsequently are forfeited, expire or lapse unexercised or unsettled and Common Shares issued pursuant to awards granted under the Predecessor Plan that are outstanding on the IPO Date and that are subsequently forfeited to or reacquired by the
Company, and (c) the additional Common Shares described in Articles 3.2 and 3.3. The number of Common Shares that are subject to Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available
for issuance under the Plan. The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9. 
 3.2
Annual Increase in Shares. In the event that the aggregate number of Common Shares that are available for issuance under the Plan as of the last day of a fiscal year is less than 5% of the Company Capitalization, then for the duration of the
Plan (ending on and including January 1, 2031), on the first day of each fiscal year of the Company thereafter, the aggregate number of Common Shares that may be issued under the Plan shall
automatically increase by a number of Common Shares equal to 2.5% of the Company Capitalization on the last day of the preceding fiscal year, or such other number of Common Shares as may be determined by the Board prior to the date of the automatic
increase. Notwithstanding the foregoing, the Board retains the right in its sole discretion to forego an increase for any fiscal year following an annual review by the Board of the share reserve of the Plan. 

3.3 Shares Returned to Reserve. To the extent that Options, SARs, Restricted Stock Units or other Awards are forfeited, cancelled or
expire for any reason before being exercised or settled in full, the Common Shares subject to such Awards shall again become available for issuance under the Plan. If SARs are exercised or Restricted Stock Units are settled, then only the number of
Common Shares (if any) actually issued to the Participant upon exercise of such SARs or settlement of such Restricted Stock Units, as applicable, shall reduce the number of Common Shares available under Article 3.1 and the balance shall again
become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such Common
Shares shall again become available for issuance under the Plan. Common Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for


  
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 issuance under the Plan (but such shares shall not again become available for issuance as ISOs). To the
extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan. 

3.4 Awards Not Reducing Share Reserve. To the extent permitted under applicable exchange listing standards, any dividend equivalents
paid or credited under the Plan with respect to Restricted Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Restricted Stock Units. In
addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Article 3.1, nor shall shares subject to Substitute Awards again be available for Awards under the Plan
in the event of any forfeiture, expiration or cash settlement of such Substitute Awards. 
 3.5 Code Section 422 and
Other Limits. Subject to adjustment in accordance with Article 9: 
 (a) The grant date fair value of Awards granted to an Outside
Director during any one fiscal year of the Company may not exceed $1,000,000 (on a per-Director basis); provided however that the limitation that will apply in the fiscal year in which the Outside
Director is initially appointed or elected to the Board shall instead be $2,000,000. For purposes of this limitation, grant date fair value of an Award shall be determined in accordance with the assumptions that the Company uses to estimate the
value of share-based payments for financial reporting purposes. For the sake of clarity, neither (i) Awards granted to an individual while they were an Employee or Consultant, but not an Outside Director, nor (ii) Awards granted pursuant
to an Outside Director’s election to receive Awards in lieu of cash retainers or other fees shall count towards this limitation. 
 (b)
No more than 20,000,000 Common Shares (subject to adjustment pursuant to Article 9) may be issued under the Plan upon the exercise of ISOs. 
 ARTICLE 4.
ELIGIBILITY. 
 4.1 Incentive Stock Options. Only Employees who are common-law employees
of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied. 

4.2 Other Awards. Awards other than ISOs may be granted to both Employees and other Service Providers. 

ARTICLE 5. OPTIONS. 
 5.1 Stock Option
Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that
are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is 

  
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intended to be an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 

5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall
adjust in accordance with Article 9. 
 5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which
shall not be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code
Section 409A and, if applicable, Code Section 424(a). 
 5.4 Exercisability and Term. Each Stock Option Agreement shall
specify the date or event when all or any installment of the Option is to become vested and/or exercisable. The vesting and exercisability conditions applicable to the Option may include service-based conditions, performance-based conditions, such
other conditions as the Administrator may determine, or any combination of such conditions. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law,
the term of an Option shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s service. 
 5.5 Death of Optionee. After an Optionee’s death, any
vested and exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options
held by the Optionee may be exercised by his or her estate. 
 5.6 Modification or Assumption of Options. Within the limitations of
the Plan, the Administrator may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or
a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially
impair his or her rights or obligations under such Option. 
 5.7 Buyout Provisions. The Administrator may at any time (a) offer
to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the
Administrator shall establish. 
 5.8 Payment for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of
Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of
the Exercise Price through any one or a combination of the following forms or methods: 

  
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 (a) Subject to any conditions or limitations established by the Administrator, by
surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee with a value on the date of surrender equal to the aggregate exercise price of the Common Shares as to which such Option will be exercised; 

(b) By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or
part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company; 
 (c) Subject to
such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or 
 (d) Through any
other form or method consistent with applicable laws, regulations and rules. 
 ARTICLE 6. STOCK APPRECIATION RIGHTS. 

6.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such
SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. 

6.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust
in accordance with Article 9. 
 6.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event
be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A. 

6.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested and
exercisable. The vesting and exercisability conditions applicable to the SAR may include service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. The SAR Agreement
shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may provide for accelerated vesting and
exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. 

6.5 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death)
shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon exercise
of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than
the Fair Market Value on such 

  
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 date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be
deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date. 

6.6 Death of Optionee. After an Optionee’s death, any vested and exercisable SARs held by such Optionee may be exercised by his or
her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any
time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her
estate. 
 6.7 Modification or Assumption of SARs. Within the limitations of the Plan, the Administrator may modify, reprice, extend
or assume outstanding stock appreciation rights or may accept the cancellation of outstanding stock appreciation rights (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of
shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, materially impair his or her rights or
obligations under such SAR. 
 ARTICLE 7. RESTRICTED SHARES. 

7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock
Agreements entered into under the Plan need not be identical. 
 7.2 Payment for Awards. Restricted Shares may be sold or awarded
under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, promissory notes, past services and future services, and such other
methods of payment as are permitted by applicable law. 
 7.3 Vesting Conditions. Each Award of Restricted Shares may or may not be
subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Vesting conditions may include
service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events. 

7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted
Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Award with respect to which the dividends were paid. In
addition, unless the 

  
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 Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such
Common Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid. 

7.5 Modification or Assumption of Restricted Shares. Within the limitations of the Plan, the Administrator may modify or assume
outstanding Restricted Shares or may accept the cancellation of outstanding restricted shares (whether granted by the Company or by another issuer) in return for the grant of new Restricted Shares for the same or a different number of shares or in
return for the grant of a different type of Award. The foregoing notwithstanding, no modification of Restricted Shares shall, without the consent of the Participant, materially impair his or her rights or obligations under such Restricted Shares.

 ARTICLE 8. RESTRICTED STOCK UNITS. 

8.1 Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a
Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of
the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. 
 8.2 Payment for Awards. To the
extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients. 

8.3 Vesting Conditions. Each Award of Restricted Stock Units may or may not be subject to vesting, as determined by the Administrator.
Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. Vesting conditions may include service-based conditions, performance-based conditions, such other conditions as
the Administrator may determine, or any combination thereof. A Restricted Stock Unit Agreement may provide for accelerated vesting upon certain specified events. 

8.4 Voting and Dividend Rights. The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture,
Restricted Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share
while the Restricted Stock Unit is outstanding. Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of
both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach. 

8.5 Form and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the
form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the number included in the
original Award, based on predetermined performance factors. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average value of Common Shares over a series of trading days. Vested Restricted
Stock Units shall be settled in such manner and at such time(s) as specified in the Restricted Stock Unit Agreement. Until an 

  
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 Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to
adjustment pursuant to Article 9. 
 8.6 Death of Recipient. Any Restricted Stock Units that become payable after the
recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Restricted Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the
Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then
any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate. 

8.7 Modification or Assumption of Restricted Stock Units. Within the limitations of the Plan, the Administrator may modify
or assume outstanding restricted stock units or may accept the cancellation of outstanding restricted stock units (whether granted by the Company or by another issuer) in return for the grant of new Restricted Stock Units for the same or a different
number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Restricted Stock Unit shall, without the consent of the Participant, materially impair his or her rights or obligations
under such Restricted Stock Unit. 
 8.8 Creditors’ Rights. A holder of Restricted Stock Units shall have no rights
other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement. 

ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS. 

9.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a
combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration
by the Company, proportionate adjustments shall be made to the following: 
 (a) The number and kind of shares available for issuance under
Article 3, including the numerical share limits in Articles 3.1, 3.2 and 3.5; 
 (b) The number and kind of shares covered by each
outstanding Option, SAR and Restricted Stock Unit; and/or 
 (c) The Exercise Price applicable to each outstanding Option and SAR, and the
repurchase price, if any, applicable to Restricted Shares. 
 In the event of a declaration of an extraordinary dividend payable in a form other than Common
Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion,
deems appropriate to the foregoing. Any adjustment in the number of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although 

  
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 the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as
provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class,
the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. For the sake of clarity, a stock split, if any, conducted in connection with an initial public offering of the Company’s common
stock shall trigger an adjustment under this paragraph. 
 9.2 Dissolution or Liquidation. To the extent not previously exercised or
settled, Options, SARs and Restricted Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 

9.3 Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one
described in Article 14.6(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the
transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat
all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with
respect to each outstanding Award: 
 (a) The continuation of such outstanding Award by the Company (if the Company is the
surviving entity); 
 (b) The assumption of such outstanding Award by the surviving entity or its parent, provided that the
assumption of an Option or a SAR shall comply with applicable tax requirements; 
 (c) The substitution by the surviving
entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option
or a SAR shall comply with applicable tax requirements; 
 (d) In the case of an Option or SAR, the cancellation of such
Award without payment of any consideration. An Optionee shall be able to exercise his or her outstanding Option or SAR, to the extent such Option or SAR is then vested or becomes vested as of the effective time of the transaction, during a period of
not less than five full business days preceding the closing date of the transaction, unless (i) a shorter period is required to permit a timely closing of the transaction and (ii) such shorter period still offers the Optionee a reasonable
opportunity to exercise such Option or SAR. Any exercise of such Option or SAR during such period may be contingent on the closing of the transaction; 

(e) The cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the
Award that is vested or becomes vested as of the effective time of the transaction equal to the excess of 

  
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(A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over
(if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent
having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as
such provisions apply to the holders of Common Shares. If the Spread applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. In the
event that an Award is subject to Code Section 409A, the payment described in this clause (e) shall be made on the settlement date specified in the applicable Award Agreement, provided that settlement may be accelerated in accordance with
Treasury Regulation Section 1.409A-3(j)(4); or 
 (f) The assignment of any
reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such
reacquisition or repurchase rights. 
 Unless an Award Agreement provides otherwise, each outstanding Award held by a Participant who remains a Service
Provider as of the effective time of a merger, consolidation or Change in Control (other than one described in Article 14.6(d)) (a “Current Participant”) shall become fully vested and, if applicable, exercisable immediately prior to
the effective time of the transaction and, in the case of an Award subject to performance-based vesting conditions, such performance-based vesting conditions shall be deemed achieved at 100% of target levels. However the prior sentence shall
not apply, and an outstanding Award shall not become vested and, if applicable, exercisable, if and to the extent the Award is continued, assumed or substituted as provided for in clauses (a), (b) or (c) above. In addition, the
prior two sentences shall not apply to an Award held by a Participant who is not a Current Participant, unless an Award Agreement provides otherwise or unless the Company and the acquirer agree otherwise. 

For avoidance of doubt, the Administrator shall have the discretion, exercisable either at the time a Award is granted or at any time while the Award remains
outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s service
following a transaction. 
 Any action taken under this Article 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or
comply with Code Section 409A. 
 ARTICLE 10. OTHER AWARDS. 

Subject in all events to the limitations under Article 3 above as to the number of Common Shares available for issuance under this Plan, the
Company may grant other forms of Awards not specifically described herein and may grant awards under other plans or programs, where such awards are settled in the form of Common Shares issued under this Plan. Such Common Shares shall be treated for
all purposes under the Plan like Common Shares issued in settlement of 

  
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 Restricted Stock Units and shall, when issued, reduce the number of Common Shares available under
Article 3. 
 ARTICLE 11. LIMITATION ON RIGHTS. 

11.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a
Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of
incorporation and by-laws and a written employment agreement (if any). 
 11.2
Stockholders’ Rights. Except as set forth in Article 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award
prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price.
No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan. 

11.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares
under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any
Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any
liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained. 

11.4 Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a
manner consistent with applicable law (including, other than an ISO, to a “family member” as such term is defined in the General Instructions to Form S-8 (whether by gift or a domestic relations order)). Unless otherwise determined by the
Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution; provided that, in any event, an ISO may only be transferred by will or by the
laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. Any transferee shall be bound by and subject to all of the terms and
conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations. 

11.5 Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Common Shares issued under the Plan
shall be subject to recoupment, clawback or recovery by the Company in accordance with applicable law and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other applicable law, as well as any implementing regulations and/or 

  
 11 













 listing standards thereunder.  

11.6 Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be subject to such forfeiture
conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and
shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company
policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage. 

ARTICLE 12. TAXES. 
 12.1 General.
It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in
connection with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such obligations are satisfied. 

12.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may
permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or
she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including any restrictions required by the
SEC, accounting or other rules. 
 12.3 Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it
is intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan,
the Award and any written agreement governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the
Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In
this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment
shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary for such payment to
comply with the requirements of Code Section 409A(a)(1). 
 12.4 Limitation on Liability. Neither the Company nor any person
serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law. 

  
 12 













 ARTICLE 13. FUTURE OF THE PLAN. 

13.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to
approval of the Company’s stockholders under Article 13.3 below. The Plan shall terminate automatically 10 years after the date when the Board adopted the Plan. 

13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted
under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. 

13.3 Stockholder Approval. To the extent required by applicable law, the Plan will be subject to the approval of the Company’s
stockholders within 12 months of its adoption date. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. 

ARTICLE 14. DEFINITIONS. 
 14.1
“Administrator” means the Board or any Committee administering the Plan in accordance with Article 2. 
 14.2
“Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. 

14.3 “Award” means any award granted under the Plan, including as an Option, a SAR, a Restricted Share award, a Restricted
Stock Unit award or another form of equity-based compensation award. 
 14.4 “Award Agreement” means a Stock Option
Agreement, a SAR Agreement, a Restricted Stock Agreement, a Restricted Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan. 

14.5 “Board” means the Company’s Board of Directors, as constituted from time to time and, where the context so requires,
reference to the “Board” may refer to a Committee to whom the Board has delegated authority to administer any aspect of this Plan. 

14.6 “Change in Control” means: 

(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s
then-outstanding voting securities; 
 (b) The consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets; 
 (c) The consummation of a merger or consolidation of the Company with or into any other entity, other than a merger
or consolidation which would result in the voting 

  
 13 













 securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation; or 
 (d) Individuals who are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved
or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any
Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a
“change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. 

14.7 “Code” means the Internal Revenue Code of 1986, as amended. 

14.8 “Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws,
appointed by the Board to administer the Plan. 
 14.9 “Common Share” means one share of the Company’s Class A
Common Stock. 
 14.10 “Company” means TuSimple Holdings Inc., a Delaware corporation. 

14.11 “Company Capitalization” means all shares of the Company’s outstanding capital stock on a fully diluted, as
converted basis, including any treasury shares, shares underlying unexercised options, restricted stock units, warrants and other equity awards and convertible securities, or any shares reserved under any equity incentive or similar plans of the
Company. 
 14.12 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a
Parent, a Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act. 

14.13 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary or
an Affiliate. 
 14.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

  
 14 













 14.15 “Exercise Price,” in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is
subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 
 14.16 “Fair
Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable
date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such
basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons. Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set
forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code. 

14.17 “IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange
Commission for its initial offering of the Common Shares to the public. 
 14.18 “ISO” means an incentive stock option
described in Code Section 422(b). 
 14.19 “NSO” means a stock option not described in Code Sections 422 or 423.

 14.20 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares. 

14.21 “Optionee” means an individual or estate holding an Option or SAR. 

14.22 “Outside Director” means a member of the Board who is not an Employee. 

14.23 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if
each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 14.24 “Participant” means an
individual or estate holding an Award. 
 14.25 “Plan” means this TuSimple Holdings Inc. 2021 Equity Incentive Plan, as
amended from time to time. 
 14.26 “Predecessor Plan” means the Company’s 2017 Share Plan, as amended. 

14.27 “Restricted Share” means a Common Share awarded under the Plan. 

  
 15 













 14.28 “Restricted Stock Agreement” means the agreement consistent with the
terms of the Plan between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share. 

14.29 “Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the
Plan. 
 14.30 “Restricted Stock Unit Agreement” means the agreement consistent with the terms of the Plan between the
Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit. 

14.31 “SAR” means a stock appreciation right granted under the Plan. 

14.32 “SAR Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee that
contains the terms, conditions and restrictions pertaining to his or her SAR. 
 14.33 “Securities Act” means the Securities
Act of 1933, as amended. 
 14.34 “Service Provider” means any individual who is an Employee, Outside Director or
Consultant, including any prospective Employee, Outside Director or Consultant who has accepted an offer of employment or service and will be an Employee, Outside Director or Consultant after the commencement of their service. 

14.35 “Stock Option Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to his or her Option. 
 14.36 “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date 

14.37 “Substitute Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange
for, awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines to the extent permitted by the applicable
exchange listing requirements. 

  
 16 













 TUSIMPLE HOLDINGS INC.

 2021 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

You have been granted the following option to purchase shares of the common stock of TuSimple Holdings Inc. (the “Company”): 

 

			
	Name of Optionee:	  	«Name»
		
	Total Number of Shares:	  	«TotalShares»
		
	Type of Option:	  	«ISO» Incentive Stock Option (ISO)
		  	«NSO» Nonstatutory Stock Option (NSO)
		
	Exercise Price per Share:	  	«PricePerShare»
		
	Date of Grant:	  	«DateGrant»
		
	Vesting Commencement Date:	  	«VestDay»
		
	Vesting Schedule:	  	This option vests and becomes exercisable with respect to ________ of the shares subject to this option when you complete [*] months of continuous service as an Employee or Consultant (“Service”) after the Vesting
Commencement Date and ________ of the shares subject to this option when you complete each ________ of Service after the Vesting Commencement Date. [In addition, this option may become vested and exercisable on an accelerated basis, as
provided in the Stock Option Agreement.]
		
	Expiration Date:	  	«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9
of the Plan.


 You and the Company agree that this option is granted under and governed by the terms and conditions of the
Company’s 2021 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (the “Agreement”), both of which are attached to, and made a part of, this document. Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Plan and the Agreement. 
 The Company may, in its sole discretion, decide to deliver any documents related to
options awarded under the Plan, future options that may be awarded under the Plan and all other documents that the Company is required to deliver to security holders (including annual reports and proxy statements) by email or other electronic means
(including by posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company. 
 In
addition, by indicating acceptance of this award through the Company’s online acceptance procedure, you acknowledge that: (a) you have received, and understand and agree to the terms of, this Notice of Stock Option Grant (this
“Grant Notice”), the Agreement, and the Plan; (b) you accept this award on the terms and conditions set forth in this Grant Notice, the Agreement and the Plan; and (c) this Grant Notice, the Agreement and the Plan set forth the
entire understanding between you and the Company regarding 












 
the rights to acquire the shares subject to this award and supersede all prior oral and written agreements with respect thereto. 

  
 2 













 TUSIMPLE HOLDINGS INC.

 2021 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

 

			
	Grant of Option	  	 Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant (the “Grant Notice”), this Stock Option
Agreement (this “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares specified in the Grant Notice at the exercise price indicated in the Grant Notice.

 
 All capitalized terms used in this Agreement shall have the meanings assigned to them in
this Agreement, the Grant Notice or the Plan.

		
	Tax Treatment	  	This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Grant Notice. However, even if this option is designated as an incentive stock option in
the Grant Notice, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under U.S. federal tax law, including under the $100,000 annual limitation under Section 422(d) of the
Code.
		
	Vesting	  	 This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Grant Notice. [In addition, this option
shall vest and become exercisable in full if the Company is subject to certain corporate transactions before your Service terminates and this option is not continued, assumed or substituted with a new award as set forth in Article 9.3 of the
Plan.]
  
 [Notwithstanding the foregoing, if you are, or become, eligible for more
favorable vesting acceleration provisions pursuant to a written agreement with the Company (an “Outside Agreement”), the more favorable terms in such Outside Agreement shall apply instead of the acceleration terms in this Agreement.]

 
 No additional shares will vest or become exercisable after your Service has terminated
for any reason[, except as set forth in this Agreement or such Outside Agreement, to the extent you are eligible for benefits thereunder].

		
	Term of Option	  	This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Grant Notice. (This option will expire earlier if your Service terminates
earlier, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.)
		
	Termination of	  	If your Service terminates for any reason, this option will expire to the extent it is unvested as of your termination date and does not vest as a















			
	Service	  	 result of your termination of Service. The Company determines when your Service terminates for all purposes of this option.

 
 If your Service terminates for any reason, except due to your death or Disability, then
this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date.

 
 For purposes of this option, your Service will be considered terminated as of the date
you are no longer providing active services to the Company, its Parent or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws and will not
be extended by any notice period. Unless otherwise expressly provided in the Plan or determined by the Company, (a) your right to vest in this option, if any, will terminate as of such date, and (b) the period (if any) during which you may
exercise this option after your Service terminates will commence on such date. The Administrator shall have exclusive discretion to determine when your Service terminates for purposes of this option (including when you are no longer considered to be
providing Service while on leave of absence).

		
	Death	  	If your Service terminates because of your death, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date twelve months after the date of your
death.
		
	Disability	  	 If your Service terminates because of your Disability, then this option, to the extent vested as of your termination date, will expire at the
close of business at Company headquarters on the date 6 months after your termination date.
  

For all purposes under this Agreement, “Disability” means that you are unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

		
	Leaves of Absence and Part-Time Work	  	 For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave
of absence, if the leave was approved by the Company, its Parent or one of its Subsidiaries or Affiliates in writing or as long as your right to re-employment is guaranteed by contract or applicable law (“Approved Leave”). However, your
Service terminates when the Approved Leave ends, unless you immediately return to active work.
  

If you go on an unpaid leave of absence [that lasts more than 30 days], then, to the extent permitted by applicable law, the vesting schedule specified in the
Grant Notice will be suspended on the [thirty-first] day of such unpaid leave, and this option will not vest or become exercisable















			
		  	 with respect to any additional shares during the remainder of such leave. Vesting will resume when you return to active Service. If you go on
a paid leave of absence, the vesting schedule specified in the Grant Notice may be adjusted and/or suspended by the Company, to the extent permitted by applicable law.
  

If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work
schedule, to the extent permitted by applicable law.

		
	Restrictions on Exercise / Compliance with Law	  	Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Company’s shares, the Company shall not be
required to permit the exercise of this option and/or delivery of Company shares prior to the completion of any registration or qualification of the shares under any local, state or federal securities law or under rulings or regulations of the
Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any local, state or federal governmental agency, which registration, qualification or approval the
Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Company’s shares with the SEC or any state securities commission or to seek approval or
clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that the Company shall have unilateral authority to amend this Agreement without your consent to the extent necessary to comply with securities or
other laws applicable to the issuance of shares.
		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address
given on the form or, if the Company has designated a third party to administer the Plan, you must notify such third party in the manner such third party requires. Your notice must specify how many shares you wish to purchase. The notice will be
effective when the Company receives it.
  
 However, if you wish to exercise this option
by executing a same-day sale (as described below), you must follow the instructions of the Company and the broker who will execute the sale.

 
 If someone else wants to exercise this option after your death, that person must prove
to the Company’s satisfaction that he or she is entitled to do so.
  
 You may only
exercise your option for whole shares.

		
	Form of Payment	  	When you submit your Notice of Exercise, you must make arrangements for the payment of the option exercise price for the shares that you are














			
		  	 purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following
forms:
  
 •  By delivering to
the Company a personal check, a cashier’s check or a money order, or arranging for a wire transfer.
  

•  By giving to a securities broker approved by the Company irrevocable directions to sell all or
part of your option shares and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any withholding obligations for Tax-Related Items (as defined below).
(The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a
“same-day sale.”

		
	Responsibility for Taxes	  	 Regardless of any action the Company (or, if applicable, the Parent, Subsidiary or Affiliate employing or retaining you (the
“Employer”)) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the participation in the Plan and
legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and
may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that neither the Company nor the Employer (a) make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this option, including, but not limited to, the grant, vesting or exercise of this option, the issuance of shares upon exercise of this option, the subsequent sale
of shares acquired pursuant to such exercise and the receipt of any dividends; nor (b) commit to and are under no obligation to structure the terms of this option or any aspect of this option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.
  

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer
to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer to satisfy any withholding obligations with regard to Tax-Related Items
by one or a combination of the following: (a) withholding shares of Company common stock that otherwise would be issued to you when you exercise this option; (b) surrendering shares that you previously acquired; (c) withholding from
proceeds of the sale of shares acquired upon the exercise of this option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);
(d) withholding from your wages or other compensation payable to you by the Company and/or the Employer; or (e) any other method determined by the Company to be in compliance with applicable laws.

 
 The Company may withhold or account for
Tax-Related Items by















			
		  	 considering the statutory withholding amount or other withholding rates, in which case you may receive a refund of any over-withheld amount
in cash and will have no entitlement to the equivalent in shares.
  
 If the obligation
of Tax-Related Items is satisfied by withholding in shares, for tax purposes, you will be deemed to have been issued the full number of shares subject to the exercised portion of this option, notwithstanding
that a number of shares are held back solely for the purpose of paying the Tax-Related Items.
  

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to permit your exercise of this option or to issue and deliver the
shares or proceeds from the sale of shares of Company stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

		
	Restrictions on Resale	  	You agree not to sell any option shares at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your
Service as the Company may specify. You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock.
		
	Transfer of Option	  	 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option
or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation (if authorized by the
Company and to the extent such designation is valid under applicable laws), which must be filed with the Company on the proper form; provided, however, that your beneficiary or a representative of your estate acknowledges and agrees in writing in a
form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or representative of the estate were you.
  

Regardless of any marital property settlement agreement, the Company is not obligated to honor a Notice of Exercise from your former spouse, nor is the Company
obligated to recognize your former spouse’s interest in your option in any other way.

		
	Nature of Grant	  	In accepting this option, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company may amend, modify, suspend or terminate the Plan at any
time, to the extent permitted by the Plan; (b) the grant of this option is exceptional, voluntary and occasional and does not create any














			
		  	contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future option or other grants, if any, will be at
the sole discretion of the Company; (d) neither this option nor this Agreement alters the at-will nature of your Service relationship; (e) neither this option nor this Agreement gives you the right
to remain retained by the Company, its Parent, or any Subsidiary or Affiliate in any capacity; (f) if you are not providing services to the Company, this option grant does not establish an employment or other service relationship with the
Company; (g) you are voluntarily participating in the Plan; (h) this option and the shares of Company common stock subject to this option, and the income from and value of same, are not intended to replace any pension rights or
compensation; (i) this option and the shares of Company common stock subject to this option, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance,
resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar
mandatory payments; (j) the future value of the shares of Company common stock subject to this option is unknown, indeterminable, and cannot be predicted with certainty; (k) if the shares of Company common stock subject to this option do
not increase in value, this option will have no value; (l) if you exercise this option and acquire shares of Company common stock, the value of such shares may increase or decrease in value, even below the exercise price; (m) no claim or
entitlement to compensation or damages shall arise from forfeiture of this option resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other applicable
laws); (n) unless otherwise agreed with the Company, this option and any shares of Company common stock acquired upon exercise of this option, and the income from and value of same, are not granted as consideration for, or in connection with, any
service you may provide as a director of any Parent, Subsidiary or Affiliate; and (o) unless otherwise provided in the Plan or by the Company in its discretion, this option and the benefits evidenced by this Agreement do not create any
entitlement to have this option transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Company common stock.
		
	Stockholder Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company, paying the exercise price, and satisfying any applicable withholding
obligations for Tax-Related Items. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Recoupment Policy	  	This option, and the shares acquired upon exercise of this option, shall be subject to any Company recoupment or clawback policy in effect from














			
		  	time to time.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company common stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to the Plan.
		
	Effect of Significant Corporate Transactions	  	If the Company is a party to a merger, consolidation, or certain change in control transactions, then this option will be subject to the applicable provisions of Article 9.3 of the Plan; provided that no modification or
substitution of this option shall, without your consent, impair your rights or increase your obligations under such option.
		
	No Advice Regarding Grant	  	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or the acquisition or sale of shares of Company common stock. You should
consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
		
	Insider Trading/Market Abuse Laws	  	You understand that you may be subject to applicable insider trading restrictions and/or market abuse laws which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of
shares, rights to shares (options), or rights linked to the value of shares during such times as you are considered to have “inside information” regarding the Company (as defined by applicable law). Insider trading laws and regulations
prohibit the cancellation or amendment of orders you placed before possessing the inside information. Furthermore, you understand that you may be prohibited from (a) disclosing the inside information to any third party, including fellow
employees (other than on a “need to know” basis) and (b) “tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these
laws or regulations are separate from and in addition to restrictions that may apply to you under the Company’s Insider Trading Policy. It is your responsibility to comply with the Company’s Insider Trading Policy and any applicable legal
or regulatory trading restrictions. You should consult with your personal legal advisor on this matter.
		
	Imposition of Other Requirements	  	The Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Company common stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
		
	Governing Law; Venue	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes
of any action, lawsuit or other proceedings brought to enforce














			
		  	this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of San Diego County, California, or the federal courts for the Southern District of
California, and no other courts, where this grant is made and/or to be performed.
		
	Severability	  	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and
enforceable.
		
	Waiver	  	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by your or any other
Optionee.
		
	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.

 
 The Plan, this Agreement[, any Outside Agreement] and the Grant Notice constitute the
entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.


 BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND IN THE PLAN.













 TUSIMPLE HOLDINGS INC.

 2021 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK UNIT AWARD 

You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of common stock of TuSimple Holdings Inc.
(the “Company”) on the following terms: 
  

			
	 Name of Recipient:
	  	«Name»
		
	 Total Number of RSUs Granted:
	  	«TotalRSUs»
		
	 Date of Grant:
	  	«DateGrant»
		
	 Vesting Commencement Date:
	  	«Vesting Commencement Date»
		
	 Vesting Schedule:
	  	The first «CliffPercent»% of the RSUs subject to this award will vest on «InitialVestDate», an additional «IncrementPercent»% of the RSUs subject to this award will vest on
«SecondVestDate», and an additional «IncrementPercent»% of the RSUs subject to this award will vest on the final day of each «IncrementPeriod»-month period thereafter, provided that you remain in continuous
service as an [Employee or Consultant][Outside Director] (“Service”) through each such date. [In addition, the RSUs may become vested on an accelerated basis, as provided in the Restricted Stock Unit Agreement.]

 You and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Company’s 2021
Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are attached to, and made a part of, this document. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Plan or the Agreement. 
 The Company may, in its sole discretion, decide to deliver any documents related to RSUs
awarded under the Plan, future RSUs that may be awarded under the Plan and all other documents that the Company is required to deliver to security holders (including annual reports and proxy statements) by email or other electronic means (including
posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company. 
 In
addition, by indicating acceptance of this award through the Company’s online acceptance procedure, you acknowledge that: (a) you have received, and understand and agree to the terms of, this Notice of Restricted Stock Unit Award
(this “Grant Notice”), the Agreement, and the Plan; (b) you accept this award on the terms and conditions set forth in this Grant Notice, the Agreement and the Plan; and (c) this Grant Notice, the Agreement and the Plan set forth
the entire understanding between you and the Company regarding the rights to acquire the shares subject to this award and supersede all prior oral and written agreements with respect thereto. 

 












 TUSIMPLE HOLDINGS INC.

 2021 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

 

			
	Grant of RSUs	  	 Subject to all of the terms and conditions set forth in the Notice of Restricted Stock Unit Award (the “Grant Notice”), this
Restricted Stock Unit Agreement (this “Agreement”) and the Plan, the Company has granted to you the number of RSUs set forth in the Grant Notice.
  

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Grant Notice or the Plan.

		
	Nature of RSUs	  	The RSUs are bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of common stock on a future date. As a holder of RSUs, you have no rights other than the rights of a general
creditor of the Company.
		
	Payment for RSUs	  	No payment is required for the RSUs that you are receiving.
		
	Vesting	  	 The RSUs vest in accordance with the vesting schedule set forth in the Grant Notice.

 
 [Notwithstanding the foregoing, if you are, or become, eligible for more favorable
vesting acceleration provisions pursuant to a written agreement with the Company (an “Outside Agreement”), the more favorable terms in such Outside Agreement shall apply instead of the acceleration terms in this Agreement.]

 
 No additional RSUs will vest after your Service has terminated for any reason[, except
as set forth in this Agreement or an Outside Agreement, to the extent you are eligible for benefits thereunder].

		
	Forfeiture	  	 If your Service terminates for any reason, then the RSUs will be forfeited to the extent that they have not vested before the termination
date and do not vest as a result of the termination of your Service. This means that any RSUs that have not vested under this Agreement will be cancelled immediately. You receive no payment for RSUs that are forfeited. The Company determines when
your Service terminates for all purposes of the RSUs.
  
 For purposes of the RSUs, your
Service will be considered terminated as of the date you are no longer providing active services to the Company, its Parent or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be
invalid or in breach of employment laws) and will not be extended by any notice period. The Administrator shall have exclusive discretion to determine when your Service terminates for purposes of this award (including when you are no longer
considered to be providing Service while on a leave of absence).



  
 2 














			
	Leaves of Absence and Part-Time Work	  	 Service shall be deemed to continue for any purpose under this Agreement while you are on a bona fide leave of absence, if
(a) such leave was approved by the Company in writing and (b) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law or policy (as determined by the Company). Subject to
applicable law or policy (as determined by the Company), service may be deemed to terminate when such leave ends, unless you immediately return to active work.
  

If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work
schedule, to the extent permitted by applicable law.

		
	Settlement of RSUs	  	 Each RSU will be settled on or after it vests (unless you and the Company have agreed in writing to a later settlement date pursuant to
procedures the Company may prescribe at its discretion); provided that settlement shall in all events occur within the “short term deferral period” as defined under Section 409A of the Code.

 
 At the time of settlement, you will receive one share of the Company’s common stock
for each vested RSU.
  
 No fractional shares will be issued upon
settlement.

		
	Section 409A	  	 Unless you and the Company have agreed to a deferred settlement date (pursuant to procedures that the Company may prescribe at its
discretion), settlement of these restricted stock units is intended to be exempt from the application of Code Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) and shall be administered and
interpreted in a manner that complies with such exception.
  
 Notwithstanding the
foregoing, if it is determined that settlement of the RSUs is not exempt from Code Section 409A and the Company determines that you are a “specified employee,” as defined in the regulations under Code Section 409A at the time of
your “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), then this paragraph will apply. If this paragraph applies, and the event triggering settlement is your
“separation from service,” then any RSUs that otherwise would have been settled during the first six months following your “separation from service” will instead be settled on the first business day following the earlier of
(a) the six-month anniversary of your separation from service or (b) your death.
  

Each installment of RSUs that vests is hereby designated as a separate payment for purposes of Code Section 409A.

		
	No Voting Rights or Dividends	  	The RSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until the RSUs are settled by issuing shares of the Company’s common
stock.


  
 3 














			
	RSUs Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any RSUs. For instance, you may not use the RSUs as security for a loan. In addition, regardless of any marital property settlement agreement, the Company is not
obligated to recognize your former spouse’s interest in the RSUs in any way.
		
	Beneficiary Designation	  	You may dispose of the RSUs in a written beneficiary designation, if authorized by the Company and to the extent such designation is valid under applicable laws. Any beneficiary designation must be filed with the Company on the
proper form. It will be recognized only if it has been received at the Company’s headquarters before your death. If you file no beneficiary designation, if the beneficiary designation is not valid or if none of your designated beneficiaries
survives you, then your estate will receive any vested RSUs that you hold at the time of your death.
		
	Responsibility for Taxes	  	 Regardless of any action the Company (or, if applicable, the Parent, Subsidiary or Affiliate employing or retaining you (the
“Employer”)) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the participation in the Plan
and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility
and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that neither the Company nor the Employer: (a) make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the issuance of shares upon vesting of the RSUs, the subsequent sale of shares acquired
pursuant to such vesting or the receipt of any dividends; nor (b) commit to or are under any obligation to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result.
  

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer
to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer to satisfy any withholding obligations with regard to Tax-Related Items
by one or a combination of the following: (a) withholding shares of Company common stock otherwise issuable in connection with the vesting of the RSUs; (b) withholding from proceeds of the sale of shares acquired upon vesting either
through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) withholding from your wages or other compensation payable to you by the Company and/or the
Employer; or (d) any other method determined by the Administrator to be in compliance with applicable laws; provided, however, that if you are a Company officer subject to Section 16 of the Exchange Act, then the Tax-Related Items will be satisfied by withholding in shares of Company common stock,



  
 4 














			
		  	  
 unless otherwise determined in advance by the Board.

 
 The Company may withhold or account for
Tax-Related Items by considering the statutory withholding amount or other withholding rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the
equivalent in shares.
  
 If the withholding obligation for Tax-Related Items is satisfied by withholding in shares of Company common stock, for tax purposes, you will be deemed to have been issued the full number of shares subject to the RSUs, notwithstanding that a number
of shares are held back solely for the purpose of paying the Tax-Related Items.
  

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver the shares of Company common stock or
proceeds from the sale of shares of Company common stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

		
	Restrictions on Issuance / Compliance with Law	  	Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Company common stock, the Company
shall not be required to issue any shares to you prior to the completion of any registration or qualification of the shares under any local, state or federal securities law or under rulings or regulations of the Securities and Exchange Commission
(“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute
discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Company’s shares with the SEC or any state securities commission or to seek approval or clearance from any governmental
authority for the issuance or sale of the shares. Further, you agree that the Company shall have unilateral authority to amend this Agreement with your consent to the extent necessary to comply with securities or other laws applicable to the
issuance of shares.
		
	Restrictions on Resale	  	You agree not to sell any shares at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as
the Company may specify. You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock.
		
	Nature of Grant	  	In accepting the RSUs, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate
the


  
 5 














			
		  	Plan at any time, to the extent permitted by the Plan; (b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or benefits in lieu
of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; (d) neither your award nor this Agreement alters the at-will nature of your Service relationship; (e) neither the RSUs nor this Agreement gives you the right to remain retained by the Company, its Parent or any Subsidiary or Affiliate in any capacity; (f) if you
are not providing services to the Company, the RSU grant does not establish an employment or other service relationship with the Company; (g) you are voluntarily participating in the Plan; (h) the RSUs and the shares of Company common
stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (i) the RSUs and the shares of Company common stock subject to the RSUs, and the income from and value of same,
are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal,
end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (j) the future value of
the shares of Company common stock subject to the RSUs is unknown, indeterminable, and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs resulting from the
termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other applicable laws); (l) unless otherwise agreed with the Company, the RSUs and the shares of Company common stock
acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) unless otherwise provided in
the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in
connection with any corporate transaction affecting the shares of Company common stock.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of the RSUs will be adjusted pursuant to the Plan.
		
	No Advice Regarding Grant	  	 The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation
in the Plan, or the acquisition or sale of shares of Company common stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

 

	Insider	  	You understand that you may be subject to applicable insider trading


  
 6 














			
	Trading/Market Abuse Laws	  	restrictions and/or market abuse laws, which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares, rights to shares (RSUs), or rights linked to the value of shares
during such times as you are considered to have “inside information” regarding the Company (as defined by applicable law). Insider trading laws and regulations prohibit the cancellation or amendment of orders you placed before possessing
the inside information. Furthermore, you understand that you may be prohibited from (a) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (b)
“tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to
restrictions that may apply to you under the Company’s Insider Trading Policy. It is your responsibility to comply with the Company’s Insider Trading Policy and any applicable legal or regulatory trading restrictions. You should consult
with your personal legal advisor on this matter.
		
	Effect of Significant Corporate Transactions	  	If the Company is a party to a merger, consolidation, or certain change in control transactions, then the RSUs will be subject to the applicable provisions of Article 9.3 of the Plan, provided that any action taken must either
(a) preserve the exemption of the RSUs from Code Section 409A or (b) comply with Code Section 409A.
		
	Recoupment Policy	  	This award, and the shares acquired upon settlement of this award, shall be subject to any Company recoupment or clawback policy in effect from time to time.
		
	Imposition of Other Requirements	  	The Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Company common stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
		
	Governing Law; Venue	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes
of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of San Diego County, California, or the
federal courts the Southern District of California, and no other courts, where this grant is made and/or to be performed.
		
	Severability	  	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and
enforceable.


  
 7 














			
	Waiver	  	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by your or any other
Participant.
		
	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.

 
 The Plan, this Agreement[, any Outside Agreement] and the Grant Notice constitute the
entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded.


 BY ACCEPTING THIS RSU AWARD, YOU AGREE TO ALL OF THE 

TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT 

AND IN THE PLAN. 

  
 8