Exhibit 10.7


 


NAVA HEALTH MD, INC.


2022 EQUITY INCENTIVE PLAN


 


1.            
Purposes of the Plan. The purposes of this Plan are: (a) to attract and retain the best available personnel for positions
of substantial responsibility; (b) to provide additional incentive to Employees, Directors and Consultants; and (c) to promote the success
of the Company’s business.


 


The Plan permits the grant of Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units and Performance Awards.


 


2.            
Definitions. As used herein, the following definitions will apply:


 


(a)            
“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance
with Section 4 of the Plan.


 


(b)            
“Affiliate” has the meaning given such term in Rule 405 promulgated under the Securities Act.


 


(c)            
“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based
awards, including but not limited to the related issuance of shares of Common Stock, including but not limited to, under U.S. federal
and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common
Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under
the Plan.


 


(d)            
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Stock Awards, Restricted Stock Units, or Performance Awards.


 


(e)            
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable
to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


(g)            
“Change in Control” means the occurrence of any of the following events:


 


(i)             Any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes, within the 12-month period
ending on the date of such person’s most recent acquisition, a “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then
outstanding securities of the Company; provided that a Change in Control shall not be deemed to occur as a result of a
transaction in which the Company becomes a subsidiary of another entity and in which the stockholders of the Company, immediately
prior to the transaction, will beneficially own, immediately after the transaction, securities entitling such stockholders to more
than 50% of all votes to which all security holders of the parent entity would be entitled in the election of directors (or
analogous governing body), without consideration of the rights of any class of securities to elect directors (or analogous persons)
by a separate class vote; and provided further that ownership or control of the Company’s voting securities,
individually or collectively, by any Affiliate that a benefit plan sponsored by the Company or any Affiliate shall not constitute a
Change in Control.


 






     


     


    

  


(ii)           
The consummation of (A) a merger, consolidation, or similar extraordinary event involving the Company and another entity where
the stockholders of the Company, immediately prior to the merger, consolidation or similar extraordinary event, will not beneficially
own, immediately after the merger, consolidation or similar extraordinary event, securities entitling such stockholders to more than 50%
of all votes to which all security holders of the surviving entity would be entitled in the election of directors (or analogous persons),
without consideration of the rights of any class of securities to elect directors (or analogous persons) by a separate class vote, or
(B) a sale or other disposition of all or substantially all of the assets of the Company; or


 


(iii)          
During any 12-month period after the Effective Date, individuals who at the beginning of such period constituted the Board cease
for any reason to constitute a majority thereof, unless the election, or the nomination for election by the Company’s stockholders,
of at least a majority of the directors who were not directors at the beginning of such period, was approved by a vote of at least two-thirds
of the directors then in office at the time of such election or nomination who either (A) were directors at the beginning of such period
or (B) whose appointment, election or nomination for election was previously so approved.


 


Notwithstanding the foregoing, the Administrator
may modify the definition of a Change in Control for a particular Award as the Administrator deems appropriate to comply with Section
409A.


 


(h)            
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the
Code or regulation thereunder will include such section or regulation, any valid regulation or other formal guidance of general or direct
applicability promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing
or superseding such section or regulation.


 


 


(i)             “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee
of the Board, in accordance with Section 4 hereof.


 


 


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


 


 


(k)            
“Company” means NAVA Health MD, Inc., a Maryland corporation, or any successor thereto.


 









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(l)            “Consultant”
means any natural person, including an advisor, engaged by the Company or any of its Parent or Subsidiaries to render bona fide services
to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction,
and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8
promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of
Shares may be registered under Form S-8 promulgated under the Securities Act.


 


(m)           
“Director” means a member of the Board.


 


(n)            
“Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that
in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(o)            
“Effective Date” means _______________, 2022, the effective date of this Plan, which is the date on which
this Plan was approved by the Company’s stockholders.


 


(p)            
“Employee” means any person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to
constitute “employment” by the Company.


 


(q)            
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.


 


(r)             
“Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in
exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type,
and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person
or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator
will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(s)             “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:


 


(i)            If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock
Exchange or the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair
Market Value will be the average of the closing sales prices for the Common Stock on the five Trading Days on which sales occurred that
immediately preceded the date of determination as quoted on such exchange or system on the date of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;


 






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(ii)            If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Share will be the average of the mean between the high bid and low asked prices for the Common Stock on each of the five Trading Days
on which a bid and ask occurred that immediately preceded the date of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or


 


(iii)            
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by
the Administrator.


 


In addition, for purposes of determining the fair
market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, fair
market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose.
The determination of fair market value for purposes of tax withholding may be made in the Administrator’s sole discretion subject
to Applicable Laws and is not required to be consistent with the determination of fair market value for other purposes.


 


(t)     
         “Fiscal Year” means the fiscal year of the
Company.


 


(u)            
“Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify
as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(v)            
“Inside Director” means a Director who is an Employee.


 


(w)            
“Nonqualified Stock Option” means an Option that by its terms does not qualify or is not intended to
qualify as an Incentive Stock Option.


 


(x)            
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


 


(y)            
“Option” means a stock option granted pursuant to the Plan.


 


(z)            
“Outside Director” means a Director who is not an Employee.


 


(aa)          
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code
Section 424(e).


 


(bb)          
“Participant” means the holder of an outstanding Award.


 


(cc)           
“Performance Awards” means an Award which may be earned in whole or in part upon attainment of performance
goals or other vesting criteria as the Administrator may determine and which may be cash- or stock-denominated and may be settled for
cash, Shares or other securities or a combination of the foregoing under Section 10.


 


(dd)        
 “Performance Period” means Performance Period as defined in Section 10(a) of this Plan.


 






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(ee)           
“Period of Restriction” means the period (if any) during which the transfer of Shares of Stock issued
pursuant to a Stock Award are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as
determined by the Administrator.


 


(ff)            
“person” has the meaning given such term in Section 2(a)(2) of the Securities Act.


 


(gg)           “Plan”
means this NAVA Health MD, Inc. 2022 Equity Incentive Plan, as may be amended from time to time.


 


(hh)          
“Restricted Shares” means Shares issued pursuant to a Stock Award that are subject to a Period of Restriction.


 


(ii)       
      “Restricted Stock Unit” means a bookkeeping entry representing
an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9 of this Plan. Each Stock Unit represents an
unfunded and unsecured obligation of the Company.


 


(jj)            “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.


 


(kk)          
“Section 16b” means Section 16(b) of the Exchange Act.


 


(ll)            
“Section 409A” means Code Section 409A and the U.S. Treasury Regulations and guidance thereunder, and
any applicable state law equivalent, as each may be promulgated, amended or modified from time to time.


 


(mm)     
“Securities Act” means the U.S. Securities Act of 1933, as amended, including the rules and regulations
promulgated thereunder.


 


(nn)          
“Service Provider” means an Employee, Director or Consultant.


 


(oo)          
“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of this Plan.


 


(pp)          
“Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant
to Section 7 of this Plan is designated as a Stock Appreciation Right.


 


(qq)          
“Stock Award” means Shares issued pursuant to an Award of Stock under Section 8 of this Plan or issued
pursuant to the early exercise of an Option.


 


(rr)            Subsidiary”
has the meaning given such term in Rule 405 promulgated under the Securities Act; provided, however, that solely with respect
to an Incentive Stock Option, such term instead means a “subsidiary corporation,” whether now or hereafter existing, as defined
in Code Section 424(f).


 






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(ss)          
“Trading Day” means a day that the primary stock exchange, national market system, or other trading platform,
as applicable, upon which the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion)
is open for trading.


 


(tt)            “U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury
Regulation or Section of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section,
and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.            
Stock Subject to the Plan.


 


(a)            
Stock Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section
14 of this Plan and the automatic increase set forth in Section 3.2 of this Plan, the maximum number of Shares that may be subject to
Awards and sold or issued under the Plan will be equal to [___________]. In addition, Shares may become available for issuance under Section
3(b) and/or Section 3(c) of this Plan. The Shares may be authorized but unissued, or reacquired Common Stock.


 


(b)            
Automatic Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided
in Section 14 in this Plan and to Section 18 of this Plan, the number of Shares available for issuance under the Plan will be increased
on the first day of each Fiscal Year, beginning with the 2023 Fiscal Year, in an amount equal to the lesser of (i) the number of Shares
needed to cause the Shares that may be subject to Awards and sold or issued under the Plan to be equal to 13% of the total number of shares
of Common Stock outstanding on the last day of the immediately preceding Fiscal Year, and (ii) such lesser number of Shares as may be
determined by the Administrator no later than the last calendar day of the immediately preceding Fiscal Year.


 


(c)             Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Stock Awards, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by
the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the
forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless
the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares
isused) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock
Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that
actually have been issued under the Plan under any Award will not be returned to the Plan and will not become available for future
distribution under the Plan; provided, however, that if Shares issued pursuant to Stock Awards, Restricted Stock Units or
Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will
become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax
liabilities or withholdings related to an Award will become available for future grant or sale under the Plan. To the extent an
Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares
available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14 of this
Plan, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share
number stated in Section 3(a) plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated
thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b) and Section 3(c) of this Plan.


 






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(d)            
Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number
of Shares as will be sufficient to satisfy the requirements of the Plan.


 


4.            
Administration of the Plan.


 


(a)            
Procedure.


 


(i)            Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii)            Rule
16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
will be approved in a manner that satisfies the requirements for exemption under Rule 16b-3.


 


(iii)           
Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which Committee will be constituted to comply with Applicable Laws.


 


(b)            
Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee that serves as
the Administrator, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority,
in its discretion:


 


(i)            to determine the Fair Market Value;


 


(ii)            to select the Service Providers to whom Awards may be granted hereunder;


 


(iii)           
to determine the number of Shares or dollar amounts to be covered by each Award granted hereunder;


 


(iv)           
to approve forms of Award Agreements for use under the Plan;


 


(v)             to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto (including but not limited to, temporarily suspending the exercisability of an Award if the
Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable Laws,
provided that such suspension must be lifted prior to the expiration of the maximum term and post-termination exercisability period
of an Award), based in each case on such factors as the Administrator will determine;


 






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(vi)            
to institute and determine the terms and conditions of an Exchange Program, including, subject to Section 19(b) of this
Plan, to unilaterally implement an Exchange Program without the consent of the applicable Award holder;


 


(vii)         
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)       
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan
and/or for qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the Administrator may deem necessary
or advisable;


 


(ix)            
to modify or amend each Award (subject to Section 19(b) of this Plan), including but not limited to the discretionary authority
to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right
(subject to Section 6(d) and Section 7(e) of this Plan);


 


(x)            
to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 15 of this Plan;


 


(xi)            
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously
granted by the Administrator;


 


(xii)         
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due
to such Participant under an Award; and


 


(xiii)       
to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)            
Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations
will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable
Laws.


 


5.            
Eligibility. Nonqualified Stock Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units, or Performance
Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees (after giving effect to the definition
of “Subsidiary” set forth in Section 2(rr) hereof).


 






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6.            
 Stock Options.


 


(a)            
Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to
time, may grant Options to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)            
Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option,
and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c)            
Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonqualified
Stock Option. Notwithstanding such designation, however, to the extent that the aggregate fair market value of the shares with respect
to which incentive stock options are exercisable for the first time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such options will be treated as Nonqualified Stock
Options. For purposes of this Section 6(c), incentive stock options will be taken into account in the order in which they were granted,
the fair market value of the shares will be determined as of the time the option with respect to such shares is granted, and calculation
will be performed in accordance with Code Section 422 and the U.S. Treasury Regulations promulgated thereunder.


 


(d)            
Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will
be no more than 10 years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option will be five (5) years from the
date of grant or such shorter term as may be provided in the Award Agreement.


 


(e)            
Option Exercise Price and Consideration.


 


(i)              
Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will
be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price
will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section
424(a).


 


(ii)             
Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within
which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 






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(iii)            
 Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (A) cash (including cash equivalents); (B) check; (C) promissory note,
to the extent permitted by Applicable Laws, (D) other Shares, provided that such Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such
Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(E) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the
Company in connection with the Plan; (F) by net exercise; (G) such other consideration and method of payment for the issuance of Shares
to the extent permitted by Applicable Laws, or (H) any combination of the foregoing methods of payment. In making its determination as
to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected
to benefit the Company.


 


(f)            Exercise of Option.


 


(i)            
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement.
An Option may not be exercised for a fraction of a Share.


 


An Option will be deemed exercised when the
Company receives: (A) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to
exercise the Option, and (B) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholdings).
Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement
and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant,
in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue
(or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as provided in Section 14 of this Plan.


 


Exercising an Option in any manner will decrease
the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised.


 






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(ii)              Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon such cessation as the
result of the Participant’s death or Disability, the Participant may exercise his or her Option within three (3) months of
such cessation, or such shorter or longer period of time as is specified in the Award Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement or Section 6(d) of this Plan, as applicable) to the extent
the Option is vested on such date of cessation. Unless otherwise provided by the Administrator or set forth in the Award Agreement
or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or
Parents, as applicable, if on such date of cessation the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan immediately. If after such cessation the Participant does not
exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such
Option will revert to the Plan.


 


(iii)            
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s
Disability, the Participant may exercise his or her Option within six (6) months of cessation, or such shorter or longer period of time
as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award
Agreement or Section 6(d) of this Plan, as applicable) to the extent the Option is vested on such date of cessation. Unless otherwise
provided by the Administrator or set forth in the Award Agreement or other written agreement authorized by the Administrator between the
Participant and the Company or any of its Subsidiaries or Parents, as applicable, if on the date of cessation the Participant is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If after
such cessation the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.


 


(iv)            
Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6)
months following the Participant’s death or such shorter or longer period of time as is specified in the Award Agreement (but in
no event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6(d) of this Plan, as applicable)
to the extent the Option is vested on such date of cessation, by the Participant’s designated beneficiary, provided such beneficiary
has been designated prior to the Participant’s death in a form (if any) acceptable to the Administrator. If the Administrator has
not permitted the designation of a beneficiary or if no such beneficiary has been designated by the Participant, then such Option may
be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant
to the Participant’s will or in accordance with the laws of descent and distribution (each, a “Legal Representative”).
If the Option is exercised pursuant to this Section 6(f)(iv), Participant’s designated beneficiary or Legal Representative shall
be subject to the terms of this Plan and the Award Agreement, including but not limited to the restrictions on transferability and forfeitability
applicable to the Service Provider. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written
agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable,
if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
will revert to the Plan immediately. If the Option is not so exercised within the time specified herein, the Option will terminate, and
the Shares covered by such Option will revert to the Plan.


 






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(v)            
Tolling Expiration. A Participant’s Award Agreement may also provide that:


 


(A)            
 if the exercise of the Option following the cessation of Participant’s status as a Service Provider (other than upon
the Participant’s death or Disability) would result in liability under Section 16b, then the Option will terminate on the later
to occur of (1) the expiration of the term of the Option set forth in the Award Agreement and (2) the 10th day after the last
date on which such exercise would result in liability under Section 16b; or


 


(B)            if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than
upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate
the registration requirements under the Securities Act, then the Option will terminate on the later of (1) the expiration of the term
of the Option or (2) the expiration of a period of 30 days after the cessation of the Participant’s status as a Service Provider
during which the exercise of the Option would not be in violation of such registration requirements.


 


7.            
Stock Appreciation Rights.


 


(a)            
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may
be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)            
Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any
Award of Stock Appreciation Rights.


 


(c)            
Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the
payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) of this Plan will be determined by the
Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise,
the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock
Appreciation Rights granted under the Plan.


 


(d)            
Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that
will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 


(e)            
Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules
of Section 6(d) of this Plan relating to the maximum term and Section 6(f) of this Plan relating to exercise also will apply to Stock
Appreciation Rights.


 


(f)             
Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled
to receive payment from the Company in an amount determined by multiplying:


 


(i)            
The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 






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(ii)            The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the Administrator, the payment
upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


8.            
Stock Awards.


 


(a)            
Grant of Stock Awards. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time
to time, may grant Shares of Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)            
Stock Award Agreement. Each Stock Award will be evidenced by an Award Agreement that will specify the Period of Restriction
(if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Restricted Shares until the restrictions on such
Shares have lapsed. The Administrator, in its sole discretion, may determine that an Stock Award will not be subject to any Period of
Restriction and that the consideration for such Award is paid for by past services rendered as a Service Provider.


 


(c)            
Transferability. Except as provided in this Section 8 or as the Administrator determines, Restricted Shares may not
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d)            
Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Restricted Shares
as it may deem advisable or appropriate.


 


(e)            
Removal of Restrictions. Except as otherwise provided in this Section 8, Restricted Shares covered by each Stock
Award made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such
other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions
will lapse or be removed.


 


(f)             
Voting Rights. During the Period of Restriction, Service Providers holding Restricted Shares granted hereunder shall
not have any voting rights with respect to those Shares unless the Award Agreement provides otherwise.


 


(g)            
Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Restricted Shares
will not be entitled to receive any dividends or other distributions paid with respect to such Shares unless the Award Agreement provides
otherwise. If any dividends or distributions are payable with respect to the Restricted Shares and are paid in Shares, then such Shares
will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were
paid.


 


(h)            
Return of Restricted Shares to Company. On the date set forth therefor in the Award Agreement, the Restricted Shares
for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.


 






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9.            
 Restricted Stock Units.


 


(a)            
Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator.
After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of
the terms, conditions, and restrictions related to the Award, including the number of Restricted Stock Units.


 


(b)            
Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending
on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant.
The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals
(including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined
by the Administrator in its discretion.


 


(c)            
Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to
receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d)            
Form and Timing of Payment. Payment of earned Restricted Stock Units will be made at the time(s) determined by the
Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units
in cash, Shares, or a combination of both.


 


(e)            
Cancellation. On the date set forth therefor in the Award Agreement, all unearned Restricted Stock Units will be
forfeited to the Company.


 


10.             
Performance Awards.


 


(a)            
Award Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify any time period
during which any performance objectives or other vesting provisions will be measured (“Performance Period”), and such
other terms and conditions as the Administrator determines. Each Performance Award will have an initial value that is determined by the
Administrator on or before its date of grant.


 


(b)            
Objectives or Vesting Provisions and Other Terms. The Administrator will set any objectives or vesting provisions
that, depending on the extent to which any such objectives or vesting provisions are met, will determine the value of the payout for the
Performance Awards. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit,
or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or
any other basis determined by the Administrator in its discretion.


 


(c)             Earning
Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to
receive a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its
discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Award.


 






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(d)            
Form and Timing of Payment. Payment of earned Performance Awards will be made at the time(s) determined by the Administrator
and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Performance Awards in cash, Shares,
or a combination of both.


 


(e)            
Cancellation of Performance Awards. On the date set forth therefor in the Award Agreement, all unearned or unvested
Performance Awards will be forfeited to the Company, and again will be available for grant under the Plan.


 


11.            Compliance
With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or
comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional
tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and
each Award Agreement under the Plan is intended to be exempt from or meet the requirements of Section 409A and will be construed and
interpreted in accordance with such intent (including with respect to any ambiguities or ambiguous terms), except as otherwise determined
in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject
to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such
that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A.
In no event will the Company or any of its Parent or Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify,
or hold harmless a Participant (or any other person) in respect of Awards, for any taxes, penalties or interest that may be imposed on,
or other costs incurred by, Participant (or any other person) as a result of Section 409A.


 


12.            Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the
case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, its
Parent, or any of its Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option
held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonqualified
Stock Option.


 


13.            Limited
Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent and distribution (which, for purposes of clarification,
shall be deemed to include through a beneficiary designation if available in accordance with Section 6(f)(iv) of this Plan, and may be
exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award
will contain such additional terms and conditions as the Administrator deems appropriate.


 






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14.            Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)            
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of
the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order
to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the
number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered
by each outstanding Award, and numerical Share limits in Section 3 of this Plan.


 


(b)            
Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Administrator
will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not
been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)            
Change in Control. In the event of a Change in Control, each outstanding Award will be treated as the Administrator
determines (subject to the provisions of paragraph (d) of this Section 14) without a Participant’s consent, including, without limitation,
that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding entity (or an
Affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant,
that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control;
(iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse,
in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Administrator determines, terminate
upon or immediately prior to the effectiveness of such Change in Control; (iv) (A) the termination of an Award in exchange for an amount
of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the
Participant’s rights as of the date of the occurrence of the Change in Control (and, for the avoidance of doubt, if as of the date
of the occurrence of the Change in Control the Administrator determines in good faith that no amount would have been attained upon the
exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment),
or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination
of the foregoing. In taking any of the actions permitted under this Section 14(c), the Administrator will not be obligated to treat all
Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.


 






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In the event that the successor entity does
not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise his
or her outstanding Options and Stock Appreciation Rights (or portions thereof) not assumed or substituted for, including Shares as
to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Shares, Restricted Stock Units, or
Performance Awards (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with
performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless
specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator between the
Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or
portion thereof) is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the
Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable
for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its
applicable portion) will terminate upon the expiration of such period.


 


For the purposes of this Section 14(c) and Section
14(d) below, an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase
or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock,
cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is
not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted
Stock Unit or Performance Award, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control.


 


Notwithstanding anything in this Section 14(c)
to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered
assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent, in all cases,
unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such
performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate
an otherwise valid Award assumption.


 


Notwithstanding anything in this Section
14(c) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out under an
Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement (or other
agreement related to the Award, as applicable) does not comply with the definition of “change in control” for purposes
of a distribution under Section 409A, then any payment of an amount that is otherwise accelerated under this Section 14(c) will be
delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties
applicable under Section 409A.


 






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(d)            
Outside Director Awards. With respect to Awards granted to an Outside Director while such individual was an Outside
Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status
as a Director or a director of the successor entity, as applicable, is terminated other than upon a voluntary resignation by the Participant
(unless such resignation is at the request of the acquirer), then the Outside Director will fully vest in and have the right to exercise
Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares that otherwise would not
be vested or exercisable, all restrictions on Restricted Shares and Restricted Stock Units will lapse, and, with respect to Awards with
performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target
levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written
agreement authorized by the Administrator between the Participant and the Company or any of Affiliates, as applicable.


 


15.            Tax
Withholding.


 


(a)            
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof)
or such earlier time as any tax withholdings are due, the Company (or any of its Parent, Subsidiaries, or Affiliates employing or retaining
the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit
to the Company (or any of its Parent, Subsidiaries, or Affiliates, as applicable) or a relevant tax authority, an amount sufficient to
satisfy U.S. federal, state, local, non-U.S., and other taxes (including the Participant’s FICA or other social insurance contribution
obligation) required to be withheld or paid with respect to such Award (or exercise thereof).


 


(b)             Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax liability or withholding obligation, in whole or in part by such methods as the
Administrator shall determine, including, without limitation, (i) paying cash, check or other cash equivalents, (ii) electing to
have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount
required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting
consequences, as the Administrator determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a
fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may
determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the
Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant
through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the
amount required to be withheld or paid, (v) such other consideration and method of payment for the meeting of tax liabilities or
withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, or (vi) any combination of
the foregoing methods of payment. The amount of the withholding obligation will be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not
have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to
be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 






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16.            No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they
interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable, to
terminate such relationship at any time, free from any liability or claim under the Plan.


 


17.            Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.


 


18.            Term of Plan. This Plan will continue in effect until terminated under Section 19 hereof, but (a) no Options that qualify
as incentive stock options within the meaning of Code Section 422 may be granted after __________, 2032 (i.e., 10 years following
the date on which this Plan was approved by the Board) and (b) Section 3(b) of this Plan relating to the automatic share reserve increase
will operate only until the 10th anniversary of the Effective Date unless this Plan is again approved by the Company’s
stockholders.


 


19.            Amendment and Termination of the Plan.


 


(a)            
Amendment and Termination. The Administrator, in its sole discretion, may amend, alter, suspend or terminate the
Plan, or any part thereof, at any time and for any reason.


 


(b)            
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially
impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement
must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability
to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


20.            Conditions
Upon Issuance of Shares.


 


(a)            
Legal Compliance. Shares will not be issued pursuant to an Award unless the exercise or vesting of such Award and
the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the
Company with respect to such compliance.


 






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(b)            
 Investment Representations. As a condition to the exercise or vesting of an Award, the Company may require the person
exercising or vesting in such Award to represent and warrant at the time of any such exercise or vesting that the Shares are being acquired
only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.


 


(c)            
Inability to Obtain Authority. If the Company determines it to be impossible or impractical to obtain authority from
any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the
Shares under any U.S. state or federal law or non-U.S. law or under the rules and regulations of the U.S. Securities and Exchange Commission,
the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration,
qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any
Shares hereunder, the Company will be relieved of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority, registration, qualification or rule compliance will not have been obtained.


 


21.             
Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and
benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition
upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events may include, without limitation, termination of such Participant’s status as an employee and/or other service provider
for cause or any specified action or inaction by a Participant, whether before or after such termination of employment and/or other service,
that would constitute cause for termination of such Participant’s status as an employee and/or other service provider. Notwithstanding
any provisions to the contrary under this Plan, all Awards granted under the Plan will be subject to reduction, cancellation, forfeiture,
recoupment, reimbursement, or reacquisition under any clawback policy that the Company is required to adopt pursuant to the listing standards
of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the
Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws (the “Clawback Policy”). The Administrator
may require a Participant to forfeit, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant
to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws, including without limitation any reacquisition
right regarding previously acquired Shares or other cash or property. Unless this Section 21 specifically is mentioned and waived in an
Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers
or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar
term) under any agreement with the Company or any Parent or Subsidiary of the Company.


 







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