Exhibit
10.1


 


Sonim
Technologies, Inc.


 


Amended
and Restated 2019 Equity Incentive Plan


 


Adopted
by the Board of Directors: March 2019

Approved by the Stockholders: May 2019

IPO Date/Effective Date: May 9, 2019

Amended by the Board of Directors: May 31, 2020

Approved by the Stockholders: September 29, 2020

Restated to illustrate the effect of the reverse stock split: September 15, 2021

Amended by the Board of Directors: September 15, 2022

Approved by the Stockholders: October 26, 2022


 


1.
General.


 


(a)
Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Sonim Technologies, Inc. 2012 Equity
Incentive Plan (the “Prior Plan”). From and after 12:01 a.m. Pacific time on the Effective Date, no additional
stock awards will be granted under the Prior Plan. All Awards granted on or after 12:01 a.m. Pacific Time on the Effective Date will
be granted under this Plan. All stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan.


 


(i)
Any shares that would otherwise remain available for future grants under the Prior Plan as of 12:01 a.m. Pacific Time on the Effective
Date (the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at such time.
Instead, that number of shares of Common Stock equal to the Prior Plan’s Available Reserve will be added to the Share Reserve (as
further described in Section 3(a) below) and will be immediately available for grants and issuance pursuant to Stock Awards hereunder,
up to the maximum number set forth in Section 3(a) below.


 


(ii)
In addition, from and after 12:01 a.m. Pacific Time on the Effective Date, with respect to the aggregate number of shares of Common
Stock subject, at such time, to outstanding stock awards granted under the Prior Plan that (1) expire or terminate for any reason prior
to exercise; (2) are forfeited or repurchased because of the failure to meet a contingency or condition required to vest such shares
or otherwise return to the Company; or (3) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection
with an award (such shares the “Returning Shares”) will immediately be added to the Share Reserve as shares
of Common Stock (as further described in Section 3(a) below) as and when such a share becomes a Returning Share, up to the maximum number
set forth in Section 3(a) below.


 


(b)
Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(c)
Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii)
Performance Cash Awards, and (viii) Other Stock Awards.


 






    	 



     


    

 


(d)
Purpose. The Plan, through the grant of Awards, is intended to help the Company secure and retain the services of eligible award
recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide
a means by which the eligible recipients may benefit from increases in value of the Common Stock.


 


2.
Administration.


 


(a)
Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or
Committees, as provided in Section 2(c).


 


(b)
Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)
To determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive
cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the
Fair Market Value applicable to a Stock Award.


 


(ii)
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or
in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient
to make the Plan or Award fully effective.


 


(iii)
To settle all controversies regarding the Plan and Awards granted under it.


 


(iv)
To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common
Stock may be issued in settlement thereof).


 


(v)
To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination
of the Plan will not impair a Participant’s rights under the Participant’s then-outstanding Award without the Participant’s
written consent, except as provided in subsection (viii) below.


 


(vi)
To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Awards
granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from, or compliant with, the requirements
for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required
by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company
will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available
for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially
increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may
be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Awards available
for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or an Award Agreement, no amendment of
the Plan will impair a Participant’s rights under an outstanding Award unless (1) the Company requests the consent of the affected
Participant, and (2) such Participant consents in writing.


 






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(vii)
To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 422 of the Code regarding “incentive stock options” or (B) Rule 16b-3.


 


(viii)
To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not
limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to
any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s rights
under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and
(B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have
been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially
impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of
any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an Incentive
Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment
of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code;
(C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply with
other applicable laws or listing requirements.


 


(ix)
Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests
of the Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)
To adopt such rules, procedures and sub-plans related to the operation and administration of the Plan as are necessary or appropriate
under local laws and regulations to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals
or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or
any Award Agreement made to ensure or facilitate compliance with the laws or regulations of the relevant foreign jurisdiction).


 


(xi)
To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of
any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1)
Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable
consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number
of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company;
or (C) any other action that is treated as a repricing under generally accepted accounting principles (collectively (A) through (C),
an “Exchange Program”).


 






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(c)
Delegation to Committee.


 


(i)
General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of
the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be
to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent
with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority
to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously
delegated.


 


(ii)
Rule 16b-3 Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.


 


(d)
Delegation to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i)
designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other
Stock Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common
Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such
delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and
that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award
Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation
authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director)
to determine the Fair Market Value pursuant to Section 13(x)(iii) below.


 


(e)
Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not
be subject to review by any person and will be final, binding and conclusive on all persons.


 






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3.
Shares Subject to the Plan.


 


(a)
Share Reserve.


 


(i)
Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate
number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 6,908,247, which number is the sum of (A)
188,503 shares that were approved in connection with the initial adoption of the Plan on the Effective Date, plus (B) the number of shares
that remained available for issuance under the Prior Plan’s Available Reserve as of the initial adoption of the Plan on the Effective
Date, plus (C) the Returning Shares, if any, which become available for grant under this Plan from time to time, plus (D) 300,000 shares
that were approved at the Company’s 2020 Annual Meeting of Stockholders, plus (E) the entirety of the evergreen increases under
the Plan; plus (F) 5,000,000 shares approved at the Company’s 2022 Annual Meeting of Stockholders (such aggregate number of shares
described in (A), (B), (C), (D), (E) and (F) above, the “Share Reserve”). In addition, the Share Reserve will
automatically increase on January 1st of each calendar year, beginning on January 1 in the calendar year following the calendar year
in which the IPO Date occurs and ending on (and including) January 1, 2029 (each, an “Evergreen Date”) in an
amount equal to five percent (5%) of the total number of shares of Capital Stock outstanding on the last day of the preceding calendar
year. Notwithstanding the foregoing, the Board may act prior to the Evergreen Date of a given year to provide that there will be no increase
in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common
Stock than would otherwise occur pursuant to the preceding sentence.


 


(ii)
For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant
to the Plan. As a single share may be subject to grant more than once (e.g., if a share subject to a Stock Award is forfeited,
it may be made subject to grant again as provided in Section 3(b) below), the Share Reserve is not a limit on the number of Stock Awards
that can be granted.


 


(iii)
Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE
Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the
number of shares available for issuance under the Plan.


 


(b)
Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all
of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather
than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that
may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or
repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant
or shares of Common Stock that are surrendered to the Company pursuant to an Exchange Program, then the shares that are forfeited, repurchased
or so surrendered will again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax
withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available
for issuance under the Plan.


 


(c)
Incentive Stock Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum
number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be a number of shares of
Common Stock equal to three (3) multiplied by the Share Reserve.


 






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(d)
Limitation on Compensation of Non-Employee Directors. During any one calendar year, no Non-Employee Director may receive Stock Awards
under the Plan that, when combined with cash compensation received for service as a Non-Employee Director, exceeds $600,000 in a calendar
year, increased to $1,000,000 in the calendar year of his or her initial services as a Non-Employee Director (calculating the value of
any such Stock Awards based on the grant date fair value of such Stock Awards for financial reporting purposes). Stock Awards granted
to an individual while he or she was serving in the capacity as an Employee or Consultant but not a Non-Employee Director will not count
for purposes of the limitations set forth in this Section 3(d).


 


(e)
Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.


 


4.
Eligibility.


 


(a)
Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).
Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that
Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent”
of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated
as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to
a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that
such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has
determined that such Stock Awards comply with the requirements of Section 409A of the Code.


 


(b)
Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such
Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five
years from the date of grant.


 


5.
Provisions Relating to Options and Stock Appreciation Rights.


 


Each
Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option
fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory
Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will
conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of
each of the following provisions:


 


(a)
Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the
expiration of ten years from the date of its grant or such shorter period specified in the Award Agreement.


 






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(b)
Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each
Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award
is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair
Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another
option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A
of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c)
Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the
extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment
set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method
of payment. The permitted methods of payment are as follows:


 


(i)
by cash, check, bank draft or money order payable to the Company;


 


(ii)
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the
stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)
if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does
not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant
to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares
to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that
(A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered
to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)
in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 






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(d)
Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company
in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of
the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike
price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation
distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined
by the Board and contained in the Award Agreement evidencing such SAR.


 


(e)
Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options
and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options and SARs will apply:


 


(i)
Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or
pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.
The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable laws or regulations. Except as explicitly
provided in the Plan, neither an Option nor a SAR may be transferred for consideration.


 


(ii)
Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred
pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument
as permitted by Treasury Regulations Section 1.421-1(b)(2) or comparable non-U.S. law. If an Option is an Incentive Stock Option, such
Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(iii)
Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written
notice to the Company or to any third party designated by the Company, in a form approved by the Company (or the designated broker),
designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive
the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant,
the executor or administrator of the Participant’s estate or the Participant’s legal heirs will be entitled to exercise the
Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation
of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions
of applicable laws.


 






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(f)
Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic
installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when
it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option
or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g)
Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the
Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date which
occurs three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified
in the applicable Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If,
after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable
time frame, the Option or SAR will terminate.


 


(h)
Extension of Termination Date. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than
for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate
on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination
exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would
not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received
upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would
violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of the
period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the
Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not
be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in
the applicable Award Agreement.


 


(i)
Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date
of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date which occurs 12 months
following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration
of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does
not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.


 






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(j)
Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant
dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s
Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death,
but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period
specified in the Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If,
after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable)
will terminate.


 


(k)
Termination for Cause. Except as explicitly provided otherwise in the applicable Award Agreement or other written agreement between
the Participant and the Company, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate
immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his
or her Option or SAR from and after the date of such termination of Continuous Service. If a Participant’s Continuous Service is
suspended pending an investigation of the existence of Cause, all of the Participant’s rights under the Option or SAR will also
be suspended during the investigation period.


 


(l)
Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor
Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six
months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions
of the U.S. Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction
in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement in another agreement between the Participant and the
Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested
portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the U.S. Worker Economic Opportunity
Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under
any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to
all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.


 






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6.
Provisions of Stock Awards other than Options and SARs.


 


(a)
Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as
the Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common
Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted
Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board.
The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate
Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i)
Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to
the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services)
that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)
Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in
accordance with a vesting schedule to be determined by the Board.


 


(iii)
Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive
through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested
as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)
Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the
Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine
in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the
Restricted Stock Award Agreement.


 


(v)
Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same
vesting and forfeiture restrictions as apply to the shares of Common Stock subject to the Restricted Stock Award to which they relate.


 


(b)
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions
as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award
Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of
each of the following provisions:


 


(i)
Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid
by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid
(if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal
consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 






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(ii)
Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the
vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)
Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)
Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose
such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted
Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)
Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit
Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such
dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner
as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents
will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.


 


(vi)
Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award
Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination
of Continuous Service.


 


(c)
Performance Awards.


 


(i)
Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, may vest or
may be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award
may but need not require the Participant’s completion of a specified period of Continuous Service. The length of any Performance
Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance
Goals have been attained will be conclusively determined by the Board or Committee, in its sole discretion. In addition, to the extent
permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance
Stock Awards.


 






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(ii)
Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during a Performance
Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service.
At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the
Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined
by the Board or Committee, in its sole discretion. The Board may specify the form of payment of Performance Cash Awards, which may be
cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof
as the Board may specify, to be paid in whole or in part in cash or other property.


 


(iii)
Board Discretion. The Board retains the discretion to adjust or eliminate the compensation or economic benefit due upon attainment
of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period.


 


(d)
Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,
including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the
Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under
Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares
of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions
of such Other Stock Awards. 


 


7.
Covenants of the Company.


 


(a)
Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to
satisfy then-outstanding Stock Awards.


 


(b)
Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as necessary, such authority as may
be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan or other securities or
applicable laws, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts
and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for
the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved
from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Stock Awards unless and until such authority
is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant
to the Award if such grant or issuance would be in violation of any applicable law.


 


(c)
No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as
to the time or manner or tax treatment of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn
or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be
exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 






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8.
Miscellaneous.


 


(a)
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute
general funds of the Company.


 


(b)
Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant
will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that
the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain
terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related
grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records
will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.


 


(c)
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to,
any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of,
or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to
such Award has been entered into the books and records of the Company.


 


(d)
No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in
connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an
Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate
(i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the
terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws
of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the
Company or the Affiliate is domiciled or incorporated, as the case may be. Furthermore, to the extent the Company is not the employer
of a Participant, the grant of an Award will be not establish an employment or other service relationship between the Company and the
Participant.


 


(e)
Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company
and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after
the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction
in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date
of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule
applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award
that is so reduced or extended.


 






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(f)
Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under
all plans of the Company and any Affiliates) exceeds U.S. $100,000 (or such other limit established in the Code) or otherwise does not
comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order
in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 


(g)
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative, the merits
and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring
Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise
distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative
if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate
in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(h)
Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any
U.S. and non-U.S. federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination
of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common
Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that (A) no shares
of Common Stock are withheld with a value exceeding the maximum amount of tax that may be required to be withheld by law (or such other
amount as may be permitted while still avoiding classification of the Stock Award as a liability for financial accounting purposes) ),
and (B) with respect to a Stock Award held by any Participant who is subject to the filing requirements of Section 16 of the Exchange
Act, any such share withholding must be specifically approved by the Compensation Committee as the applicable method that must be used
to satisfy the tax withholding obligation or such share withholding procedure must otherwise satisfy the requirements for an exempt transaction
under Section 16(b) of the Exchange Act; (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any
amounts otherwise payable to the Participant; (v) by means of a “cashless exercise” pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.


 






    	15



     


    

 


(i)
Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet
(or other shared electronic medium controlled by the Company to which the Participant has access).


 


(j)
Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common
Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with
Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still
an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and
in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination
of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with
applicable law.


 


(k)
Compliance with Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements
will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section
409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award
granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award
will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the
extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award
Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if
the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment
of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to
alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s
“separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment
can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day
after such six month period elapses, with the balance paid thereafter on the original schedule.


 


(l)
Exchange Program. Without prior stockholder approval, the Board may engage in an Exchange Program.


 


(m)
Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with 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 U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable
law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock
or other cash or property upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback policy
will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar
term) under any agreement with the Company or an Affiliate.


 






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9.
Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust:
(i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number
of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es)
and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and
its determination will be final, binding and conclusive.


 


(b)
Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not
subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture
condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous
Service; provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,
exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated)
before the dissolution or liquidation is completed but contingent on its completion.


 


(c)
Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the Stock Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless
otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding
any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon
the closing or completion of the Corporate Transaction:


 


(i)
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company)
to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 






    	17



     


    

 


(ii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant
to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);


 


(iii)
accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised)
to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such
a date, to the date that is five days prior to the effective date of the Corporate Transaction), which exercise is contingent upon the
effectiveness of such Corporate Transaction with such Stock Award terminating if not exercised (if applicable) at or prior to the effective
time of the Corporate Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company
a notice of exercise before the effective date of a Corporate Transaction


 


(iv)
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock
Award;


 


(v)
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time
of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)
make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the per share amount (or value
of property per share) payable to holders of Common Stock in connection with the Corporate Transaction, over (B) the per share exercise
price under the applicable Stock Award, multiplied by the number of shares subject to the Stock Award. For clarity, this payment may
be zero (U.S. $0) if the amount per share (or value of property per share) payable to the holders of the Common Stock is equal to or
less than the exercise price of the Stock Award. In addition, any escrow, holdback, earnout or similar provisions in the definitive agreement
for the Corporate Transaction may apply to such payment to the holder of the Stock Award to the same extent and in the same manner as
such provisions apply to the holders of Common Stock.


 


The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.
The Board may take different actions with respect to the vested and unvested portions of a Stock Award.


 


(d)
Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 


10.
Termination or Suspension of the Plan.


 


The
Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier
of (i) the Adoption Date, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the
Plan while the Plan is suspended or after it is terminated.


 






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11.
Existence of the Plan; Timing of First Grant or Exercise.


 


The
Plan will come into existence on the Adoption Date; provided, however, no Stock Award may be granted prior to the IPO Date (that
is, the Effective Date). In addition, no Stock Award will be exercised (or, in the case of a Restricted Stock Award, Restricted Stock
Unit Award, Performance Stock Award, or Other Stock Award, will be granted) and no Performance Cash Award will be settled unless and
until the Plan has been approved by the stockholders of the Company, which approval will be within 12 months after the Adoption Date.


 


12.
Choice of Law.


 


The
law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.


 


13.
Definitions. As used in the Plan, the following definitions will apply to
the capitalized terms indicated below:


 


(a)
“Adoption Date” means the date the Plan is adopted by the Board.


 


(b)
“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of
the Company as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times
at which “parent” or “subsidiary” status is determined within the foregoing definition.


 


(c)
“Award” means a Stock Award or a Performance Cash Award.


 


(d)
“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms
and conditions of an Award.


 


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


 


(f)
“Capital Stock” means each and every class of common stock of the Company, regardless of the number of
votes per share.


 


(g)
“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to,
the Common Stock subject to the Plan or subject to any Stock Award after the Adoption Date without the receipt of consideration by the
Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other
than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the
conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 






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(h)
“Cause” will have the meaning ascribed to such term in any written agreement between the Participant and
the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence
of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral
turpitude under the laws of the United States, any state thereof, or any applicable foreign jurisdiction; (ii) such Participant’s
attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any Affiliate; (iii) such Participant’s
intentional, material violation of any contract or agreement between the Participant and the Company or any Affiliate or of any statutory
duty owed to the Company or any Affiliate; (iv) such Participant’s unauthorized use or disclosure of the Company’s or any
Affiliate’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that
a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company in its
sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal
without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the
rights or obligations of the Company or such Participant for any other purpose.


 


(i)
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(i)
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the
Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the
primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of the acquisition
of securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director (either, an “IPO
Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest (whether in the form of voting
rights or participation in profits or capital contributions) of more than 50% (collectively, the “IPO Entities”)
or on account of the IPO Entities continuing to hold shares that come to represent more than 50% of the combined voting power of the
Company’s then outstanding securities as a result of the conversion of any class of the Company’s securities into another
class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions set forth
in the Company’s Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership held by any Exchange
Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities
as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided
that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities
by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming
the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the
Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 






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(ii)
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting
power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same
proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; provided,
however, that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition
if the outstanding voting securities representing more than 50% of the combined voting power of the surviving Entity or its parent are
owned by the IPO Entities;


 


(iii)
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets
of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which
are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive
license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute
a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the acquiring Entity or its parent are owned by the IPO Entities; or


 


(iv)
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; 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 will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding
the foregoing or any other provision of the Plan, the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company and the definition of Change in Control (or any analogous
term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition
with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition will apply. To the extent required for compliance
with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change
in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets
of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control”
to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.


 


(j)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance
thereunder.


 






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(k)
“Committee” means a committee of one or more Directors to whom authority has been delegated by the Board
in accordance with Section 2(c).


 


(l)
“Common Stock” means, as of the IPO Date, the common stock of the Company, having one vote per share.


 


(m)
“Company” means Sonim Technologies, Inc., a Delaware corporation.


 


(n)
“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate
to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will
not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is
treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either
the offer or the sale of the Company’s securities to such person.


 


(o)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service
to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering
services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service
will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from
an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service.
To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine
whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive
officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their
successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award
only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement
or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance
with Section 409A of the Code, the determination of whether there has been a termination of Continuous Service will be made, and such
term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under
Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).


 


(p)
“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(i)
a sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 






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(ii)
a sale or other disposition of more than 50% of the outstanding securities of the Company;


 


(iii)
a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)
a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the
merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


If
required for compliance with Section 409A of the Code, in no event will a Corporate Transaction be deemed to have occurred if such transaction
is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial
portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative
definition thereunder).


 


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


 


(r)
“Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i)
of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(s)
“Effective Date” means the IPO Date.


 


(t)
“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director,
or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(u)
“Entity” means a corporation, partnership, limited liability company or other entity.


 


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


 


(w)
“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities
pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group”
(within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly,
of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.


 






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(x)
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange
or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported
in a source the Board deems reliable.


 


(ii)
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then
the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)
In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a
manner that complies with Sections 409A and 422 of the Code.


 


(y)
“Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to
be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(z)
“IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing
the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 


(aa)
“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company
or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered
as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under
Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess
an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in
a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered
a “non-employee director” for purposes of Rule 16b-3.


 


(bb)
“Nonstatutory Stock Option” means any Option granted pursuant to Section 5 of the Plan that does not qualify
as an Incentive Stock Option.


 


(cc)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act.


 


(dd)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock
granted pursuant to the Plan.


 






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(ee)
“Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms
and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(ff)
“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Option.


 


(gg)
“Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is
granted pursuant to the terms and conditions of Section 6(d).


 


(hh)
“Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock
Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(ii)
“Own,” “Owned,” “Owner,” “Ownership”
means a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have
acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such
securities.


 


(jj)
“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.


 


(kk)
“Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person
who holds an outstanding Stock Award.


 


(ll)
“Performance Cash Award” means an award of cash granted pursuant to the terms and conditions of Section
6(c)(ii).


 


(mm)
“Performance Criteria” means the one or more criteria that the Board or Committee (as applicable) will
select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish
such Performance Goals may be based on any one of, or combination of, the following as determined by the Board or Committee (as applicable):
(1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before
interest, taxes, depreciation and amortization; (4) total stockholder return; (5) return on equity or average stockholder’s equity;
(6) return on assets, investment, or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before or after
taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales or revenue
targets; (15) increases in revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working
capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per share; (22)
share price performance; (23) debt reduction; (24) implementation or completion of projects or processes; (25) subscriber satisfaction;
(26) stockholders’ equity; (27) capital expenditures; (28) debt levels; (29) operating profit or net operating profit; (30) workforce
diversity; (31) growth of net income or operating income; (32) billings; (33) the number of subscribers, including but not limited to
unique subscribers; (34) employee retention; and (35) other measures of performance selected by the Board.


 






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(nn)
“Performance Goals” means, for a Performance Period, the one or more goals established by the Board or
Committee (as applicable) for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide
basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative
to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise
by the Board or Committee (as applicable) (i) in the Award Agreement at the time the Award is granted or (ii) in such other document
setting forth the Performance Goals at the time the Performance Goals are established, the Board or Committee (as applicable) will appropriately
make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude
restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally
accepted accounting principles; (4) to exclude the effects of items that are “unusual” in nature or occur “infrequently”
as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;
(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance
Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by
reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends;
(9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude
costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting
principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally
accepted accounting principles. In addition, the Board or Committee (as applicable) retains the discretion to reduce or eliminate the
compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria
it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding
to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.


 


(oo)
“Performance Period” means the period of time selected by the Board or Committee (as applicable) over which
the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the
payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion
of the Board or Committee (as applicable).


 


(pp)
“Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).


 


(qq)
“Plan” means this Sonim Technologies, Inc. 2019 Equity Incentive Plan, as it may be amended from time to
time.


 






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(rr)
“Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms
and conditions of Section 6(a).


 


(ss)
“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject
to the terms and conditions of the Plan.


 


(tt)
“Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(b).


 


(uu)
“Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a
Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award
Agreement will be subject to the terms and conditions of the Plan.


 


(vv)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in
effect from time to time.


 


(ww)
“Securities Act” means the Securities Act of 1933, as amended.


 


(xx)
“Stock Appreciation Right” or “SAR” means a right to receive the appreciation
on Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(yy)
“Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock
Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will
be subject to the terms and conditions of the Plan.


 


(zz)
“Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock
Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance
Stock Award or any Other Stock Award.


 


(aaa)
“Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 


(bbb)
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding
capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,
at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or
capital contribution) of more than 50%.


 


(ccc)
“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the
Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.


 






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