Exhibit 4.4


 


FINITE AUTOMATA, INC.


 


2019 STOCK INCENTIVE PLAN


 


1.             Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.             Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined
otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition
shall supersede the definition contained in this Section 2.


 


(a)           “Administrator” means the Board or any of the Committees appointed to administer the Plan.


 


(b)           “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of
the state of the Company’s incorporation, the Code, the rules of any applicable stock exchange or national market system, and the
rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(c)           “Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company
or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor
entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of
the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation
element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.


 


(d)           “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit
or other right or benefit under the Plan.


 


(e)           “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the
Grantee, including any amendments thereto.


 


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


 


(g)           “Cause”
means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that such
termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and
definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to
perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or
material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach
of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines
 “Cause” on the occurrence of or in connection with a Corporate Transaction, such definition of “Cause” shall
not apply until a Corporate Transaction actually occurs.


 






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(h)           “Code” means the Internal Revenue Code of 1986, as amended.


 


(i)            “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan.


 


(j)            “Common Stock” means the common stock of the Company.


 


(k)           “Company” means Finite Automata, Inc., a Delaware corporation, or any successor entity that adopts the Plan
in connection with a Corporate Transaction.


 


(l)            “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services
in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services
to the Company or such Related Entity.


 


(m)          “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity
of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination
as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services
to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee,
Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated
either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related
Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among
the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status
as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant
(except as otherwise provided in the Award Agreement). Notwithstanding the foregoing, except as otherwise determined by the Administrator,
in the event of any spin-off of a Related Entity, service as an Employee, Director or Consultant for such Related Entity following such
spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under the Plan. An approved leave of absence
shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted
under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or
contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day
following the expiration of such three (3) month period.


 


(n)           “Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shall
determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:


 


(i)            a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;


 






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(ii)           the
sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(iii)          the complete liquidation or dissolution of the Company;


 


(iv)          any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock outstanding immediately
prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or
otherwise, or (В) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such
merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that
the Administrator determines shall not be a Corporate Transaction; or


 


(v)           acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or
by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding
any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction.


 


(o)           “Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the
Code.


 


(p)           “Director” means a member of the Board or the board of directors of any Related Entity.


 


(q)           “Disability” means as defined under the long-term disability policy of the Company or the Related Entity to
which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means that a Grantee
is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable
physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred
a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.


 


(r)            “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid with
respect to Common Stock.


 


(s)           “Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related
Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and
method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute
 “employment” by the Company.


 


(t)            “Exchange Act” means the Securities Exchange Act of 1934, as amended.


 






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


 


(i)            If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange
or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales
price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported),
as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)           If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall be
the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported
on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


(iii)          In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith and in a manner consistent with Applicable Laws.


 


(v)           “Good Reason” means the occurrence after a Corporate Transaction or Change in Control of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition
unless the Grantee provides written notice of the Grantee’s non-acquiescence within 30 days of the effective time of such event
or condition):


 


(i)            a change in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’s
responsibilities or duties as in effect immediately preceding the consummation of a Corporate Transaction or Change in Control;


 


(ii)           a reduction in the Grantee’s base salary to a level below that in effect at any time within six (6) months preceding the
consummation of a Corporate Transaction or Change in Control or at any time thereafter; provided that an across-the-board reduction in
the salary level of substantially all other individuals in positions similar to the Grantee’s by the same percentage amount shall
not constitute such a salary reduction; or


 


(iii)          requiring the Grantee to be based at any place outside a 50-mile radius from the Grantee’s job location or residence prior
to the Corporate Transaction or Change in Control except for reasonably required travel on business which is not materially greater than
such travel requirements prior to the Corporate Transaction or Change in Control.


 






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(w)          “Grantee”
means an Employee, Director or Consultant who receives an Award under the Plan.


 


(x)            “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which these persons (or
the Grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Grantee) control
the management of assets, and any other entity in which these persons (or the Grantee) own more than fifty percent (50%) of the voting
interests.


 


(y)           “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(z)            “Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


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


 


(bb)         “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


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


 


(dd)         “Performance-Based Compensation” means compensation qualifying as “performance-based compensation”
under Section 162(m) of the Code.


 


(ee)         “Plan” means this 2019 Stock Incentive Plan.


 


(ff)           “Post-Termination Exercise Period” means the period specified in the Award Agreement of not less than thirty
(30) days commencing on the date of termination (other than termination by the Company or any Related Entity for Cause) of the Grantee’s
Continuous Service, or such longer period as may be applicable upon death or Disability.


 


(gg)         “Registration Date” means the first to occur of: (i) the closing of the first sale to the general public pursuant
to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of (A) the Common Stock or (B) the same class of securities of a successor corporation (or its Parent) issued pursuant to
a Corporate Transaction in exchange for or in substitution of the Common Stock; or (ii) in the event of a Corporate Transaction, the date
of the consummation of the Corporate Transaction if the same class of securities of the successor corporation (or its Parent) issuable
in such Corporate Transaction shall have been sold to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or prior to the date of consummation
of such Corporate Transaction.


 






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(hh)         “Related
Entity” means any Parent or Subsidiary of the Company.


 


(ii)           “Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject
to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions
as established by the Administrator.


 


(jj)           “Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or
the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the Administrator.


 


(kk)         “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


(ll)           “SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established
by the Administrator, measured by appreciation in the value of Common Stock.


 


(mm)       “Share” means a share of the Common Stock.


 


(nn)         “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


3.             Stock Subject to the Plan.


 


(a)           Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Stock Options) is 1,983,426 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


(b)           Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily)
shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the
Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become
available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares
shall become available for future grant under the Plan. To the extent not prohibited by the listing requirements of The NASDAQ Stock Market
LLC (or other established stock exchange or national market system on which the Common Stock is traded) or Applicable Laws, any Shares
covered by an Award which are surrendered: (i) in payment of the Award exercise or purchase price (including pursuant to the “net
exercise” of an option pursuant to Section 7(b)(vi)); or (ii) in satisfaction of tax withholding obligations incident to the exercise
of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant
to all Awards under the Plan, unless otherwise determined by the Administrator.


 






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4.             Administration of the Plan.


 


(a)           Plan Administrator.


 





(i)            Administration
with Respect to Directors and Officers. Prior to the Registration Date, with respect to grants of Awards to Directors or Employees
who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. On or after the Registration Date, with
respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered
by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the
Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act
in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed
by the Board.


 


(ii)           Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants
who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by
the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the Board.


 


(iii)          Administration With Respect to Covered Employees. Notwithstanding the foregoing, as of and after the date that the exemption
for the Plan under Section 162(m) of the Code expires, as set forth in Section 19 below, grants of Awards to any Covered Employee intended
to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which is comprised solely
of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case of such
Awards granted to Covered Employees, references to the “Administrator” or to a “Committee” shall be deemed to
be references to such Committee or subcommittee.


 


(iv)          Officer Authorization to Grant Awards. The Board may authorize one or more Officers to grant Awards subject to such limitations
as the Board determines from time to time.


 


(b)           Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers, Consultants,
and Employees who are neither Directors nor Officers.


 


(c)           Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given
to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:


 


(i)            to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)           to determine whether and to what extent Awards are granted hereunder;


 


(iii)          to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;


 






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


 


(v)           to determine the terms and conditions of any Award granted hereunder;


 


(vi)          to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any such
additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan;


 


(vii)         to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the
Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that
an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely
affecting the rights of the Grantee. Notwithstanding the foregoing, (A) the reduction or increase of the exercise price of any Option
awarded under the Plan and the base appreciation amount of any SAR awarded under the Plan and (B) canceling an Option or SAR at a time
when its exercise price or base appreciation amount (as applicable) exceeds the Fair Market Value of the underlying Shares, in exchange
for another Option, SAR, Restricted Stock, or other Award or for cash, in each case, shall not be subject to stockholder approval;


 


(viii)        to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan; and


 


(ix)           to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


The express grant in the Plan of any specific
power to the Administrator shall not be construed as limiting any power or authority of the Administrator; provided that the Administrator
may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with
the administration of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.


 


(d)           Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the
Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority
to act for the Board, the Administrator of the Company is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the
Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after
the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the
opportunity at the Company’s expense to defend the same.


 






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5.             Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive
Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant
who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.


 


6.             Terms and Conditions of Awards.


 


(a)           Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director
or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of
(i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market Value of the
Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction
of performance criteria or other conditions. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted Stock,
Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one such security or benefit, or two (2) or more of
them in any combination or alternative.


 


(b)           Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall
be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, an Option
will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not
exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of the Shares subject
to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under
all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Options shall
be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant
date of the relevant Option. In the event that the Code or the regulations promulgated thereunder are amended after the date the Plan
becomes effective to provide for a different limit on the Fair Market Value of Shares permitted to be subject to Incentive Stock Options,
then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of
such amendment.


 


(c)           Conditions
of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on
investment, net operating income, cash flow, revenue, economic value added, personal management objectives, or other measure of
performance selected by the Administrator. Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement. In addition, the performance criteria shall be
calculated in accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of
any change in accounting standards and any extraordinary, unusual or nonrecurring item, as determined by the Administrator,
occurring after the establishment of the performance criteria applicable to the Award intended to be performance-based compensation.
Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the
calculation of performance criteria in order to prevent the dilution or enlargement of the Grantee’s rights with respect to an
Award intended to be performance-based compensation.


 






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(d)           Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity,
an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other
form of transaction.


 


(e)           Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees
the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event
that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator
may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral program.


 


(f)            Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time
to time.


 


(g)           Individual Limitations on Awards.


 


(i)            Individual
Option and SAR Limit. Following the date that the exemption from application of Section 162(m) of the Code described in Section
19 (or any exemption having similar effect) ceases to apply to Awards, the maximum number of Shares with respect to which Options
and SARs may be granted to any Grantee in any calendar year shall be one million (1,000,000) Shares. In connection with a
Grantee’s commencement of Continuous Service, a Grantee may be granted Options and SARs for up to an additional five hundred
thousand (500,000) Shares which shall not count against the limit set forth in the previous sentence. The foregoing limitations
shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below.
To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations with
respect to a Grantee, if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the maximum
number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose, the repricing of an Option
(or in the case of a SAR, the base amount on which the stock appreciation is calculated is reduced to reflect a reduction in the
Fair Market Value of the Common Stock) shall be treated as the cancellation of the existing Option or SAR and the grant of a new
Option or SAR.


 






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(ii)           Individual Limit for Restricted Stock and Restricted Stock Units. Following the date that the exemption from application
of Section 162(m) of the Code described in Section 19 (or any exemption having similar effect) ceases to apply to Awards, for awards of
Restricted Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum number of Shares with
respect to which such Awards may be granted to any Grantee in any calendar year shall be one million (1,000,000) Shares. The foregoing
limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10,
below.


 


(h)           Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while
an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction
the Administrator determines to be appropriate.


 


(i)            Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term
shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee
who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date
of grant thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of
any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant
to the Award.


 


(j)            Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee,
only by the Grantee. Other Awards shall be transferable (i) by will or by the laws of descent and distribution and (ii) during the lifetime
of the Grantee, to the extent and in the manner authorized by the Administrator by gift or pursuant to a domestic relations order to members
of the Grantee’s Immediate Family. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s
Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.


 


(k)           Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes
the determination to grant such Award, or such other later date as is determined by the Administrator.


 


7.             Award Exercise or Purchase Price, Consideration and Taxes.


 


(a)           Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


 





(i)            In
the case of an Incentive Stock Option:


 


(A)          granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price
shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 






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(B)           granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)           In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


(iii)          In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.


 


(iv)          In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(v)           In the case of the sale of Shares, the per Share purchase price, if any, shall be such price as is determined by the Administrator.


 


(vi)          In the case of other Awards, such price as is determined by the Administrator.


 


(vii)         Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(d), above,
the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing
the agreement to issue such Award.


 


(b)           Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase
of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration
the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following
provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration
permitted by the Delaware General Corporation Law:


 


(i)            cash;


 


(ii)           check;


 


(iii)          delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator
determines as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable
Law);


 






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(iv)          surrender
of Shares held for the requisite period, if any, necessary to avoid a charge to the Company’s earnings for financial reporting
purposes, or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award
shall be exercised;


 


(v)           with respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate
sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for
the purchased Shares and (В) shall provide written directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction;


 


(vi)          with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee
may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised,
multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator)
less the exercise price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received
shall be rounded down to the nearest whole number of Shares); or


 


(vii)         any combination of the foregoing methods of payment.


 


The Administrator may at any time or from time
to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant
Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict
one or more forms of consideration.


 


(c)           Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment
tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise or vesting of
an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including, but not
limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the minimum applicable tax withholding
obligations incident to the exercise or vesting of an Award (reduced to the lowest whole number of Shares if such number of Shares withheld
would result in withholding a fractional Share with any remaining tax withholding settled in cash).


 


8.             Exercise of Award.


 


(a)           Procedure for Exercise; Rights as a Stockholder.


 


(i)            Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 






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(ii)           An
Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms
of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised
has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as
provided in Section 7(b)(v).


 


(b)           Exercise of Award Following Termination of Continuous Service. In the event of termination of a Grantee’s Continuous
Service for any reason other than Disability or death (but not in the event of a Grantee’s change of status from Employee to Consultant
or from Consultant to Employee), such Grantee may, but only during the Post-Termination Exercise Period (but in no event later than the
expiration date of the term of such Award as set forth in the Award Agreement), exercise the portion of the Grantee’s Award that
was vested at the date of such termination or such other portion of the Grantee’s Award as may be determined by the Administrator.
The Grantee’s Award Agreement may provide that upon the termination of the Grantee’s Continuous Service for Cause, the Grantee’s
right to exercise the Award shall terminate concurrently with the termination of Grantee’s Continuous Service. In the event of a
Grantee’s change of status from Employee to Consultant, an Employee’s Incentive Stock Option shall convert automatically to
a Non-Qualified Stock Option on the day three (3) months and one day following such change of status. To the extent that the Grantee’s
Award was unvested at the date of termination, or if the Grantee does not exercise the vested portion of the Grantee’s Award within
the Post-Termination Exercise Period, the Award shall terminate.


 


(c)           Disability of Grantee. In the event of termination of a Grantee’s Continuous Service as a result of his or her Disability,
such Grantee may, but only within twelve (12) months from the date of such termination (or such longer period as specified in the Award
Agreement but in no event later than the expiration date of the term of such Award as set forth in the Award Agreement), exercise the
portion of the Grantee’s Award that was vested at the date of such termination; provided, however, that if such Disability is not
a “disability” as such term is defined in Section 22(е)(3) of the Code, in the case of an Incentive Stock Option such
Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months and one day following such
termination. To the extent that the Grantee’s Award was unvested at the date of termination, or if Grantee does not exercise the
vested portion of the Grantee’s Award within the time specified herein, the Award shall terminate.


 


(d)           Death of Grantee. In the event of a termination of the Grantee’s Continuous Service as a result of his or her death,
or in the event of the death of the Grantee during the Post-Termination Exercise Period or during the twelve (12) month period following
the Grantee’s termination of Continuous Service as a result of his or her Disability, the Grantee’s estate or a person who
acquired the right to exercise the Award by bequest or inheritance may exercise the portion of the Grantee’s Award that was vested
as of the date of termination, within twelve (12) months from the date of death (or such longer period as specified in the Award Agreement
but in no event later than the expiration of the term of such Award as set forth in the Award Agreement). To the extent that, at the time
of death, the Grantee’s Award was unvested, or if the Grantee’s estate or a person who acquired the right to exercise the
Award by bequest or inheritance does not exercise the vested portion of the Grantee’s Award within the time specified herein, the
Award shall terminate.


 






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(e)           Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable time periods set forth
in this Section 8 is prevented by the provisions of Section 9 below, the Award shall remain exercisable until one (1) month after the
date the Grantee is notified by the Company that the Award is exercisable, but in any event no later than the expiration of the term
of such Award as set forth in the Award Agreement and only in a manner and to the extent permitted under Code Section 409А.


 


9.             Conditions Upon Issuance of Shares.


 


(a)           If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision
of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares pursuant
to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall be further subject
to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation to effect any registration
or qualification of the Shares under federal or state laws.


 


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


 


10.           Adjustments
Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company and Section 11 below, the
number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan
but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any calendar year, as
well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for: (i) any increase
or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization,
combination or reclassification of the Shares, or similar transaction affecting the Shares; (ii) any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the Company; or (iii) any other transaction with respect to
Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or
other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction;
provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” In the event of any distribution of cash or other assets to stockholders other than a
normal cash dividend, the Administrator shall also make such adjustments as provided in this Section 10 or substitute, exchange or
grant Awards to effect such adjustments (collectively “adjustments”). Any such adjustments to outstanding Awards will be
effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing
adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or other issuance of Shares, cash or other
consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company
of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall
be made with respect to, the number or price of Shares subject to an Award.


 






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11.           Corporate Transactions.


 


(a)           Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction,
all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in
connection with the Corporate Transaction.


 


(b)           Acceleration of Award Upon Corporate Transaction. The Administrator shall have the authority, exercisable either in advance
of any actual or anticipated Corporate Transaction or at the time of an actual Corporate Transaction and exercisable at the time of the
grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full or partial automatic vesting
and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase
or forfeiture rights of such Awards in connection with a Corporate Transaction, on such terms and conditions as the Administrator may
specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations
upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the
Corporate Transaction.


 


(c)           Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection
with a Corporate Transaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 limitation
of Section 422(d) of the Code is not exceeded.


 


12.           Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board
or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated.
Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.


 


13.           Amendment, Suspension or Termination of the Plan.


 


(a)           The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company
shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.


 


(b)           No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)           No suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall adversely affect any
rights under Awards already granted to a Grantee.


 


14.           Reservation of Shares.


 


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


 






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(b)           The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


15.           No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect
to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any
Related Entity to terminate the Grantee’s Continuous Service at any time, including, but not limited to, for Cause or without Cause,
and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed
at will is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes
of this Plan.


 


16.           No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of
the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any
benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan
is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.


 


17.           Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required
under Applicable Laws. Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder approval is not obtained
within the time prescribed, and Shares issued on the exercise of any such Award shall not be counted in determining whether stockholder
approval is obtained.


 


18.           Information to Grantees. To the extent required by Applicable Laws, the Company shall provide to each Grantee, during the
period for which such Grantee has one or more Awards outstanding, copies of financial statements at least annually. The Company shall
not be required to provide such information to persons whose duties in connection with the Company assure them access to equivalent information.


 


19.           Effect
of Section 162(m) of the Code. Section 162(m) of the Code does not apply to the Plan prior to the Registration Date or such
earlier time that the Company first becomes subject to the reporting obligations of Section 12 of the Exchange Act. Following the
Registration Date or such earlier time that the Company first becomes subject to the reporting obligations of Section 12 of the
Exchange Act, the Plan, and all Awards (except Awards of Restricted Stock that vest over time) issued thereunder, are intended to be
exempt from the application of Section 162(m) of the Code, which restricts under certain circumstances the Federal income tax
deduction for compensation paid by a public company to named executives in excess of $1 million per year. The exemption is based on
Treasury Regulation Section 1.162-27(f), in the form existing on the effective date of the Plan, with the understanding that such
regulation generally exempts from the application of Section 162(m) of the Code compensation paid pursuant to a plan that existed
before a company becomes publicly held. Under such Treasury Regulation, this exemption is available to the Plan for the duration of
the period that lasts until the earliest of (i) the expiration of the Plan, (ii) the material modification of the Plan, (iii) the
exhaustion of the maximum number of shares of Common Stock available for Awards under the Plan, as set forth in Section 3(a), (iv)
the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year
following the calendar year in which the Company first becomes subject to the reporting obligations of Section 12 of the Exchange
Act, or (v) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the
extent that the Administrator determines as of the date of grant of an Award that (i) the Award is intended to qualify as
Performance-Based Compensation and (ii) the exemption described above is no longer available with respect to such Award, such Award
shall not be effective until any stockholder approval required under Section 162(m) of the Code has been obtained.


 






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20.           Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to
Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of
the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate
any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company
shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill
its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create
or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise
create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company or a Related Entity.
The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested
or reinvested by the Company with respect to the Plan.


 


21.           Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


22.           Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders
of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board to
adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards otherwise
than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 









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AMENDMENT TO THE


 


FINITE AUTOMATA, INC.


 


2019 STOCK INCENTIVE PLAN


 


This Amendment (this “Amendment”)
to the Finite Automata, Inc. 2019 Stock Incentive Plan (the “Plan”) is made effective as of October 6, 2022, pursuant
to Section 13(a) of the Plan. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in
the Plan.


 


		1.	Section 2(k) of the Plan is hereby amended and restated in its entirety to read as follows:



 


“Company” means, prior
to the Transaction Closing, Finite Automata, Inc., a Delaware corporation (now known as Era Software, Inc.), or any successor entity that
adopts the Plan in connection with a Corporate Transaction, and after the Transaction Closing, ServiceNow, Inc., a Delaware corporation
or any affiliate, Subsidiary or successor entity that adopts the Plan in connection with a Corporate Transaction following the Transaction
Closing.


 


		2.	Section 2(n)(vi) is hereby inserted in the Plan:



 


(vi) any other transaction which qualifies
as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their
equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of
the Company). Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A
of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event
constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been
and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been
promulgated or may be promulgated thereunder from time to time.


 


		3.	Section 2(jj) of the Plan is hereby amended and restated in its entirety to read as follows:



 


(jj) “Restricted Stock Units”
or “RSU” means an Award to an eligible Employee, Consultant, or Director covering a number of Shares that may be settled
by issuance of those Shares (which may include Shares that are subject to restrictions) or in cash.


 


		4.	Section 2(oo) is hereby inserted in the Plan as follows:



 





(oo) “Transaction Closing”
means the “Effective Time” as defined in the Agreement and Plan of Merger (the “Merger Agreement”)
between the Company, ServiceNow, Inc., a Delaware corporation (“Parent”), Exponent Acquisition Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent, and Shareholder Representative Services LLC, a , a Colorado limited liability company,
as the securityholders’ agent, pursuant to which Merger Sub (as defined in the Merger Agreement) will be merged with and into the
Company, with the Company surviving the merger as a wholly owned subsidiary of Parent.


 






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		5.	Section 3(a) is hereby amended and restated in its entirety to read as follows:



 


Subject to the provisions of Section
10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is
30,036,426 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


		6.	Section 6(j) is hereby amended and restated in its entirety to read as follows:



 


(j) Transferability of Awards.
Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will
or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards
shall be transferable (i) by will or by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent
and in the manner authorized by the Administrator and subject to additional terms and conditions as the Administrator deems appropriate,
by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor
(settlor), by gift or pursuant to a domestic relations order to members of the Grantee’s Immediate Family. Notwithstanding the foregoing,
the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator.


 


		7.	Section 6(l) is hereby inserted in the Plan:



 


(l) Termination of Service. Except
as may be set forth in the Grantee’s Award Agreement, vesting of an RSU ceases on such date Grantee’s Continuous Service terminates
(unless determined otherwise by the Administrator).


 


		8.	Section 11(a) is hereby amended to add the following provision to the end of that section:



 


The following two sentences shall apply
for any Corporate Transaction occurring after the Transaction Closing:


 


(i) In the event any Awards are not
Assumed pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the contrary, such Awards
shall have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse)
immediately prior to the Corporate Transaction and then such Awards will terminate.


 


(ii) Awards need not be treated similarly
in a Corporate Transaction.


 






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		9.	Section 23 is hereby inserted into the Plan:



 


Except as otherwise provided in an Award
Agreement, the Plan, the Award Agreements and any other agreements or arrangements relating to Awards, including, but not limited to this
Amendment, shall be interpreted and construed in accordance with the laws of Delaware, without regard to the conflicts of laws rules of
such state, to the extent not preempted by federal law. If any provision of the Plan, the Award Agreements or any other agreements or
arrangements relating to Awards is determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed
by Applicable Laws and the other provisions shall nevertheless remain effective and shall remain enforceable.


 


Except as expressly provided herein, all terms
and conditions of the Plan shall remain in full force and effect.


 


IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has executed this Amendment to the Finite Automata, Inc. 2019 Stock Incentive Plan, as of the date first indicated above.


 


	 	Era Software, Inc.
	 	 	 
	 	By:	/s/ Todd Persen
	 	 	Name: Todd Persen
	 	 	Title: Chief Executive Officer


 






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