Exhibit 10.2


 


		 OMNIAB, INC.


2022 EMPLOYEE STOCK PURCHASE
PLAN

 


	



 


ARTICLE I. 

PURPOSE


 


The purpose of this Plan
is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.


 


The Plan consists of two
components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is
intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted
and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes
the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423
of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans,
appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives
for Eligible Employees and Designated Subsidiaries but shall not be intended to qualify as an “employee stock purchase plan”
under Section 423 of the Code. Except as otherwise determined by the Administrator or provided herein, the Non- Section 423
Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the
Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.


 


For purposes of this Plan,
the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these
Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical,
provided that the terms of participation are the same within each separate Offering under the Section 423 Component (as
determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but
shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423
Component of the Plan.


 


ARTICLE II. 

DEFINITIONS
AND CONSTRUCTION


 


Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.


 


2.1    “Administrator”
means the entity that conducts the general administration of the Plan as provided in Article XI.


 


2.2    “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or an Employee with regard to the Plan.


 


2.3    “Applicable
Law” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where rights under this
Plan are granted.


 


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




 


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


 


2.6    “Common
Stock” means common stock of the Company and such other securities of the Company that may be substituted therefore.


 






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 2.7     “Company” means OmniAb, Inc., a Delaware corporation, or any successor.




 


2.8    “Compensation”
of an Eligible Employee means, unless otherwise determined by the Administrator, the gross base compensation or wages received by such
Eligible Employee as compensation for services to the Company or any Designated Subsidiary, excluding overtime payments, sales commissions,
incentive compensation, bonuses, expense reimbursements, income received in connection with any compensatory equity awards, fringe benefits
and other special payments.


 


2.9    “Designated
Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section 11.2(b), such designation
to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary
may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that,
for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically
constitute a Designated Subsidiary that participates in the Section 423 Component.


 


 2.10  “Effective Date” means the date of the consummation of the Merger.




 


 2.11  “Eligible Employee” means:




 


(a)    An
Employee who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing
5% or more of the total combined voting power or value of all classes of Shares and other securities of the Company, a Parent or a Subsidiary
(as determined under Section 423(b)(3) of the Code). For purposes of the foregoing, the rules of Section 424(d) of
the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock
that an Employee may purchase under outstanding options shall be treated as stock owned by the Employee.


 


(b)    Notwithstanding
the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering
Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of
the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of
the Code (which service requirement may not exceed two (2) years); (iii)  such Employee’s customary employment is
for twenty (20) hours per week or less; (iv) such Employee’s customary employment is for less than five (5) months in
any calendar year; and/or (v) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase
Shares under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase
Shares under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements
of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any
exclusion in clauses (i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all
Employees, in accordance with Treas. Reg. Section 1.423-2(e).


 


(c)    Further
notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply
in determining who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the
Company or a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees,
and (ii) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws,
the applicable local laws shall control.


 


2.12    “Employee”
means any individual who renders services to the Company or any Designated Subsidiary in the status of an employee, and, with respect
to the Section 423 Component, a person who is an employee within the meaning of Section 3401(c) of the Code. For purposes
of an individual’s participation in, or other rights under the Plan, all determinations by the Company shall be final, binding
and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination. For purposes
of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company or Designated Subsidiary and meeting the requirements of Treas. Reg. Section 1.421-1(h)(2). Where
the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute
or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month
period.


 






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 2.13   “Enrollment Date” means the first Trading Day of each Offering Period.




 


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


 


2.15   “Fully-Diluted
Shares” means, as of the Effective Date (and after giving effect to the Merger), the sum of (a) the Shares outstanding
on such date (including Earnout Shares (as defined in the Merger Agreement)), (b) the Shares subject to compensatory equity awards
(including stock options, restricted stock units and performance stock units) outstanding on such date, with (i) performance-based
compensatory equity awards calculated at the “maximum” level of performance and (ii) Shares subject to stock options
calculated on a “net exercised” basis as of the applicable date, assuming Shares are surrendered having a Fair Market Value
on such date equal to the exercise price of such options (rounded up to the nearest whole Share, and determined without regard to the
vested status of the stock option), and (c) the Shares issuable upon the exercise or settlement of other equity securities with respect
to which Shares have not actually been issued and the conversion of all convertible securities into Shares, in each case, counted on an
as- converted-to Shares basis; provided, however, that Shares subject to warrants outstanding on such date shall not be included in the
determination of Fully-Diluted Shares.


 


 2.16   “Merger” means the transactions contemplated by the Merger Agreement.




 


2.17    “Merger
Agreement” means that certain Agreement and Plan of Merger, by and among the Company, Ligand Pharmaceuticals Incorporated,
a Delaware corporation, Avista Public Acquisition Corp. II, a Cayman Islands exempted company, and Orwell Merger Sub Inc., a Delaware
corporation, dated March 23, 2022.


 


2.18    “Non-Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if
any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering
Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to
an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.19    “Offering”
means an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period as further described in Article IV
hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary
shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical,
and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. Section 1.423-2(a)(1),
the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423
Component and an Offering thereunder together satisfy Treas. Reg. Section 1.423-2(a)(2) and (a)(3).


 


 2.20    “Offering Document” has the meaning given to such term in Section 4.1.




 


 2.21    “Offering Period” has the meaning given to such term in Section 4.1.




 


2.22    “Parent”
means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination,
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.


 






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2.23    “Participant”
means any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant to the Plan.


 


2.24    “Payday”
means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.


 


2.25    “Plan”
means this 2022 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any
other sub-plans or appendices hereto, as amended from time to time.


 


2.26    “Purchase
Date” means the last Trading Day of each Purchase Period or such other date as determined by the Administrator and set forth
in the Offering Document.


 


2.27    “Purchase
Period” shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document;
provided, however, that, in the event no Purchase Period is designated by the Administrator in the applicable Offering Document,
the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.


 


2.28    “Purchase
Price” means the purchase price designated by the Administrator in the applicable Offering Document (which purchase price,
for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date
or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the
Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall
be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further,
that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than the par value of
a Share.


 


2.29    “Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any,
adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period
may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an
 “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


 2.30    “Securities Act” means the U.S. Securities Act of 1933, as amended.




 


 2.31    “Share” means a share of Common Stock.




 


2.32    “Subsidiary”
means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the
determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a limited
liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded entity
under Treas. Reg. Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole
owner of such entity, or (b) such entity elects to be classified as a corporation under Treas. Reg. Section 301.7701-3(a) and
such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall
include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship
that constitutes a “parent” or “subsidiary” of the Company for purposes of Form S-8 of the Securities Act
and whose employees are eligible to be offered securities registrable on Form S-8 of the Securities Act.


 


2.33    “Trading
Day” means a day on which national stock exchanges in the United States are open for trading.


 


 2.34    “Treas. Reg.” means U.S. Department of the Treasury regulations.




 






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ARTICLE III.


SHARES SUBJECT TO THE PLAN


 


3.1   Number of
Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan
shall be equal to a number of Shares equal to one and one- half percent (1.5%) of the aggregate number of Fully Diluted Shares as of
immediately following the consummation of the Merger. In addition to the foregoing, subject to Article VIII, on the first day of
each calendar year beginning on January 1, 2023 and ending on and including January 1, 2032, the number of Shares available
for issuance under the Plan shall be increased by that number of Shares equal to the lesser of (a) 1% of the aggregate number of
shares of Common Stock of the Company outstanding on the final day of the immediately preceding calendar year and (b) such smaller
number of Shares as determined by the Board. If any right granted under the Plan shall for any reason terminate without having been exercised,
the Shares not purchased under such right shall again become available for issuance under the Plan. Notwithstanding anything in this
Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to the rights granted under the Section 423
Component of the Plan shall not exceed an aggregate of 100,000,000 Shares, subject to Article VIII.


 


3.2    Shares Distributed.
Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury shares or Shares
purchased on the open market.


 


ARTICLE IV.


OFFERING PERIODS; OFFERING DOCUMENTS;
PURCHASE DATES


 


4.1    Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under the Plan to Eligible
Employees during one or more periods (each, an “Offering Period”) selected by the Administrator. The terms and
conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator,
which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate
and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the Plan. The Administrator
shall establish in each Offering Document one or more Purchase Periods during such Offering Period during which rights granted under the
Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance with such Offering Document and
the Plan. The provisions of separate Offerings or Offering Periods under the Plan need not be identical.


 


4.2    Offering
Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this
Plan by reference or otherwise):


 


		(a)	the length of the Offering Period, which period shall not exceed twenty-seven (27) months;



 


		(b)	the length of the Purchase Period(s) within the Offering Period;



 


(c)    the
maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary
designation by the Administrator, shall be 100,000 Shares;


 


(d)    in
connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of shares which may be
purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator,
shall be 100,000 Shares; and


 


		(e)	such other provisions as the Administrator determines are appropriate, subject to the Plan.



 


ARTICLE V.


ELIGIBILITY AND PARTICIPATION


 


5.1    Eligibility.
Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period
shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and, for
the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


 5.2    Enrollment in Plan.




 


(a)    Except
as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant in the
Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such
Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company
provides.


 






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(b)    Except
as otherwise determined by the Administrator, each subscription agreement shall designate a whole percentage of such Eligible Employee’s
Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering
Period as payroll deductions under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1%
and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall
be 20% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited
to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.


 


(c)    A
Participant may increase or decrease the percentage of Compensation designated in his or her subscription agreement, subject to the limits
of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however,
that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering
Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall be
allowed to decrease (but not increase) his or her payroll deduction elections one time during each Offering Period). Any such change or
suspension of payroll deductions shall be effective with the first full payroll period following five (5) business days after the
Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in
the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative
payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next
occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to
Article VII.


 


(d)    Except
as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only by means
of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3    Payroll
Deductions. Except as otherwise provided in the applicable Offering Document or determined by the Administrator, payroll deductions
for a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the Offering Period
to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII
or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding
any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions
is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s
account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however,
that, for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under Section 423
of the Code when applying an alternative method of contribution.


 


5.4    Effect
of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent
Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation
under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.


 


5.5    Limitation
on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only if such rights, together
with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or
any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock
of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined
as of the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding
at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code.


 






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5.6    Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s
payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to
the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code,
Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as
reasonably practicable after the Purchase Date.


 


5.7    Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to Participants
who are citizens or residents a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as
the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Except as permitted
by Section 423 of the Code, with respect to the Section 423 Component, such special terms may not be more favorable than the
terms of rights granted under the Section 423 Component to Eligible Employees who are residents of the United States. Such special
terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to
govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the
extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of
the appendix or sub-plan shall govern. The adoption of any such appendix or sub- plan shall be pursuant to Section 11.2(g). Without
limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants
who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation
in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants,
payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or
trust accounts to hold payroll deductions or contributions.


 


ARTICLE VI. 


GRANT AND EXERCISE OF RIGHTS


 


6.1    Grant
of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted
a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall
have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of whole Shares
as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained
in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share).
The right shall expire on the earliest of: (x) the last Purchase Date of the Offering Period, (y) the last day of the Offering
Period, and (z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3.


 


6.2    Exercise
of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically
provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares permitted
pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall be issued upon
the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in lieu of fractional
Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s account
and carried forward and applied toward the purchase of whole Shares for the next following Offering Period, unless the Administrator provides
that such amounts should be returned to the Participant in one lump sum payment in a subsequent payroll check. Shares issued pursuant
to the Plan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant
to book-entry procedures.


 






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6.3    Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which
rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment
Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan
on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the
Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be
exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect,
or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation
of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding
any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment
Date. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall
be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date or such earlier date as
determined by the Administrator.


 


6.4    Withholding.
At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares issued
under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company may, but shall
not be obligated to, withhold from the Participant’s compensation or Shares received pursuant to the Plan the amount necessary for
the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions
or benefits attributable to sale or early disposition of Shares by the Participant.


 


6.5    Conditions
to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make any book
entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions:
(a) the admission of such Shares to listing on all stock exchanges, if any, on which the Shares are then listed; (b) the completion
of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary
or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator
shall, in its absolute discretion, determine to be necessary or advisable; (d) the payment to the Company of all amounts that it
is required to withhold under federal, state or local law upon exercise of the rights, if any; and (e) the lapse of such reasonable
period of time following the exercise of the rights as the Administrator may from time to time establish for reasons of administrative
convenience.


 


ARTICLE VII.


WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1    Withdrawal.
A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise
his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than
one (1) week prior to the end of the Offering Period (or such shorter or longer period as may be specified by the Administrator
in the applicable Offering Document). All of the Participant’s payroll deductions credited to his or her account during an Offering
Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and such Participant’s
rights for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall
be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning
of the next Offering Period unless the Participant timely delivers to the Company a new subscription agreement.


 


7.2    Future
Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate
in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence
after the termination of the Offering Period from which the Participant withdraws.


 






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7.3    Cessation
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have elected
to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during
the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto
under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically
terminated. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423
Component to any Designated Subsidiary participating in the Non- Section 423 Component, such transfer shall not be treated as a
termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any
contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component,
and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and
conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise
applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in
the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall
not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component
until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment
Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing,
the Administrator may establish different rules to govern transfers of employment between entities participating in the Section 423
Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.


 


ARTICLE VIII.


ADJUSTMENTS UPON CHANGES IN SHARES


 


8.1    Changes
in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), change in control, reorganization, merger, amalgamation,
consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company,
issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or
event, as determined by the Administrator, affects the Shares such that an adjustment is determined by the Administrator to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under
the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any,
to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be
issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established
in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es)
and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding
rights.


 


8.2    Other
Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or
any affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on such terms and
conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the Administrator
determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or events or to give
effect to such changes in laws, regulations or principles:


 


(a)    To
provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would
have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding
right with other rights or property selected by the Administrator in its sole discretion;


 


(b)    To
provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 






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(c)    To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or
in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)    To
provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase Date
on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall
be terminated; and


 


 (e)    To provide that all outstanding rights shall terminate without being exercised.




 


8.3    No
Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment or action described in this
Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the
Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.


 


8.4    No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan
or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares
subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.


 


ARTICLE IX.


AMENDMENT, MODIFICATION AND
TERMINATION


 


9.1    Amendment,
Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided,
however, that approval of the Company’s stockholders shall be required to amend the Plan to: (a) increase the aggregate
number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment
as provided by Article VIII) or (b) change the corporations or classes of corporations whose employees may be granted rights
under the Plan.


 


9.2    Certain
Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been
adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account Section 423 of the
Code), the Administrator shall be entitled to change or terminate the Offering Periods, limit the frequency and/or number of changes
in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company’s processing of payroll withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion to be advisable that are consistent with the Plan.


 


9.3    Actions
In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary
or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:


 


(a)    altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;


 


(b)    shortening
any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the
Administrator action; and


 


 (c)    allocating Shares.




 






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Such modifications or
amendments shall not require stockholder approval or the consent of any Participant.


 


9.4    Payments
Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall be refunded as
soon as practicable after such termination, without any interest thereon, or the Offering Period may be shortened so that the purchase
of Shares occurs prior to the termination of the Plan.


 


ARTICLE X. 

TERM OF PLAN


 


The Plan shall become effective
on the Effective Date. The effectiveness of the Section 423 Component of the Plan shall be subject to approval of the Plan by the
Company’s stockholders within twelve (12) months before or following the date the Plan is first approved by the Board. No right
may be granted under the Section 423 Component of the Plan prior to such stockholder approval. The Plan shall remain in effect until
terminated under Section 9.1. No rights may be granted under the Plan during any period of suspension of the Plan or after termination
of the Plan.


 


ARTICLE XI. 

ADMINISTRATION


 


11.1    Administrator.
Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another committee
or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in the Board any
authority or duties for administration of the Plan. The Administrator may delegate administrative tasks under the Plan to the services
of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities
account under the Plan for each Participant.


 


11.2    Authority
of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(a)    To
determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need not be
identical).


 


(b)    To
designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without
the approval of the stockholders of the Company.


 


(c)    To
impose a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan for a period
of time determined by the Administrator in its discretion.


 


(d)    To
construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.


 


 (e)    To amend, suspend or terminate the Plan as provided in Article IX.




 


(f)    Generally,
to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the
Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within
the meaning of Section 423 of the Code for the Section 423 Component.


 


(g)    The
Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this
Plan, with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of
this Plan shall govern the operation of such sub-plan.


 






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11.3    Decisions
Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.


 


ARTICLE XII.


MISCELLANEOUS


 


12.1    Restriction
upon Assignment. A right granted under the Plan shall not be transferable other than by will or the applicable laws of descent and
distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4
hereof, a right under the Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall
be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights
under the Plan or any rights thereunder.


 


12.2    Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a stockholder
of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such Shares have been issued
to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be
made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which
the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.


 


12.3    Interest.
No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 


 12.4    Designation of Beneficiary.




 


(a)    A
Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares
and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to
a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash.
In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account
under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the
Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse
as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.


 


(b)    Such
designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of
a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s
death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares
and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is
known to the Company, then to such other person as the Company may designate.


 


12.5    Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.


 


12.6    Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under the
Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423
Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or
the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible
Employees participating in the Non-Section 423 Component need not have the same rights and privileges as other Eligible
Employees participating in the Non-Section 423 Component or as Eligible Employees participating in the Section 423
Component.


 






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12.7    Use
of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.


 


12.8    Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.9    No
Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the
right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent or Subsidiary
to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with or without cause.


 


12.10    Notice
of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares
purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is made: (a) within
two (2) years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one (1) year
after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other transfer
and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition
or other transfer.


 


12.11    Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced in accordance with the laws of the State
of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s laws other than
the State of Delaware.


 


12.12    Electronic
Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form
or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period,
the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect
to such Offering Period in order to be a valid election.


 


*****


 






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