Exhibit
4.4


 


EXPION360
INC.


2021
EMPLOYEE STOCK PURCHASE
PLAN


 


ARTICLE
1 PURPOSE


 


The
Plan’s purpose is to assist employees
of the Company and its Designated Subsidiaries
in acquiring a stock ownership interest in
the Company, and to help such employees provide for
their future security and to encourage
them to remain in the employment of the
Company and its Subsidiaries.


 


The
Plan consists of two components: the Section
423 Component and 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. In addition, this
Plan authorizes the grant of Options under
the Non-Section 423 Component, which need not qualify
as Options granted pursuant to an “employee stock purchase plan” under Section
423 of the Code; such Options 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 the Designated Subsidiaries in locations
outside the United States. Except as
otherwise 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, the terms
of which need not be identical, in which
Eligible Employees will participate, even if the dates of the
applicable Offering Period(s) in each such Offering is 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
2 DEFINITIONS


 


As
used in the Plan,
the following words and phrases have the
meanings specified below, unless the context clearly
indicates otherwise:


 


2.1              
“Administrator” means the Committee,
or such individuals to which authority
to administer the Plan
has been delegated under Section 7.1 hereof.


 


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



 


2.4              
“Code” means the U.S. Internal
Revenue Code of 1986, as amended, and all regulations,
guidance, compliance programs and other interpretative
authority issued thereunder.


 


		2.5	“Committee”
                                            means the
                                            Compensation Committee of
                                            the Board.



 


		2.6	“Common
                                            Stock” means the common stock
                                            of the Company.



 


		2.7	“Company”
                                            means Expion360 Inc., a
                                            Nevada corporation, or any successor.



 


2.8              
“Compensation” of an Employee
means the regular earnings or base salary paid
to the Employee from the Company on
each Payday as compensation for services to
the Company or any Designated Subsidiary, before deduction
for any salary deferral contributions made by the Employee
to any tax-qualified or nonqualified deferred
compensation plan, including overtime, shift differentials, vacation pay, salaried production
schedule premiums, holiday pay, jury duty
pay, funeral leave pay, paid time off, military
pay and prior week adjustments, but excluding
bonuses and commissions, meal and rest break premiums
under California state law or similar
amounts paid in accordance with applicable
law of any other jurisdiction, education
or tuition reimbursements, imputed income arising under any group
insurance or benefit program, travel
expenses, business and moving reimbursements, including tax gross
ups and taxable mileage allowance, income received in connection
with any stock options, restricted stock, restricted stock units or other
compensatory equity awards and all contributions made by the Company
or any Designated Subsidiary for the Employee’s
benefit under any employee benefit plan now or hereafter
established. For any Participants in non-U.S.
jurisdictions, the Administrator will have discretion to determine
the application of this definition. Compensation shall be calculated
before deduction of any income or employment
tax withholdings, but such amounts shall
be withheld from the Employee’s net income.


 


2.9              
“Designated Subsidiary” means each Subsidiary,
including any Subsidiary in existence
on the Effective Date and any Subsidiary formed
or acquired following the Effective Date, that has
been designated by the Board or Committee from
time to time in its sole discretion as
eligible to participate in
the Plan, in accordance with
Section 7.2 hereof, 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. The designation
by the Administrator of Designated Subsidiaries
and changes in such designations by the Administrator
shall not require stockholder approval. Only Subsidiary Corporations may be designated
as Designated Subsidiaries for purposes of
the Section 423 Component, and if an entity
does not so qualify, it shall automatically
be deemed to  constitute
a Designated Subsidiary that participates in the
Non-Section 423 Component.



     


     


    




 


		2.10	“Effective
                                            Date” means the date
                                            immediately prior to the
                                            Public Trading Date.






2.11          
 “Eligible Employee” means, except as otherwise provided by the Administrator
or in an Offering Document, an Employee:


 


(a) 
who is customarily scheduled to work
at least 20 hours per
week;


 


		(b)	whose
                                            customary employment is
                                            more than five months in a calendar
                                            year; and



 


(c) 
who, after the granting of the
Option, would not be deemed for purposes
of Section 423(b)(3) of the Code to
possess 5% or more of
the total combined voting power or value
of all classes of
stock of the Company or any Subsidiary.


 


For
purposes of clause
(c), 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 which an Employee may purchase under
outstanding options shall be treated as
stock owned by the Employee.


 


Notwithstanding
the foregoing,
the Administrator may exclude
from participation in the Section 423
Component as an Eligible Employee:


 


(x) 
any Employee that is a “highly
compensated employee” of the Company or any Designated
Subsidiary (within the meaning of Section 414(q)
of the Code), or that is such
a “highly compensated employee” (A)
with compensation above a specified level,
(B) who is an officer
or (C) who is subject to the disclosure
requirements of Section 16(a) of the
Exchange Act; or


 


(y) 
any Employee who is a citizen or resident
of a foreign jurisdiction (without regard
to whether they are also a citizen of the United
States or a resident alien (within the
meaning of Section 7701(b)(1)(A) of the
Code)) if either (A) the grant of the
Option is prohibited under the laws of
the jurisdiction governing such Employee, or
(B) compliance with the laws
of the foreign jurisdiction would cause the Section
423 Component, any Offering thereunder or
an Option granted thereunder to violate the requirements
of Section 423 of the Code;


 


provided
that any exclusion
in clauses (x) or (y) shall be
applied in an identical manner under each Offering
to all Employees of the
Company and all Designated Subsidiaries, in accordance
with Treas. Reg. § 1.423-2(e).


 


Notwithstanding
the foregoing,
the first sentence in this definition shall
apply in determining who is an “Eligible
Employee,” except (a) 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 (b) 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, in each case,
in accordance with the requirements of
Section 423 of the Code with respect to the
Section 423 Component.


 


2.12          
“Employee” means an individual who renders services to a Designated
Subsidiary in the status of an employee,
and, with respect to the Section 423 Component,
a person who is an officer or other
employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Designated
Subsidiary. The Company shall determine in
good faith and in the exercise of its discretion
whether an individual has become or has
ceased to be an
Employee and the effective date of such
individual’s attainment or termination
of such status. For purposes of
an individual’s participation in, or
other rights under the Plan, all such 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
a Designated Subsidiary (which, for purposes of
the Section 423 Component, must meet the requirements
of Treas. Reg. § 1.421-7(h)(2)). For
purposes of the
Section 423 Component, where the period of an approved leave of absence
exceeds three months, or such other period specified in Treas. Reg.
§ 1.421-1(h)(2), and the individual’s
right to reemployment is not provided either
by statute or contract, the employment
relationship shall be deemed to have
terminated for purposes of the Plan
on the first day immediately following such three-month
period, or such other period specified
in Treas. Reg. § 1.421-1(h)(2).



     


     


    




 


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



 


		2.14	“Exchange
                                            Act” means the
                                            U.S. Securities Exchange Act of
                                            1934, as amended.



 


2.15          
“Exercise Date” means the last Trading Day
of each Purchase Period, except as provided
in Section 5.2 hereof.


 


2.16          
“Fair Market Value” means,
as of any date, the value
of Common Stock determined as follows:


 


(a)               
If the Common Stock is (i)
listed on any established securities exchange (such as the New
York Stock Exchange or Nasdaq
Stock Market), (ii) listed on any national market
system or (iii) listed, quoted or
traded on any automated quotation system,
its Fair Market Value shall be the closing
sales price for a share of Common Stock
as quoted on such exchange or system for such
date or, if there is no closing
sales price for a share of Common Stock
on the date in question, the closing sales price
for a share of Common Stock on the last
preceding date for which such quotation exists, as reported in The
Wall Street Journal or such other source as the Administrator
deems reliable;


 


(b)               
If the Common Stock is not listed on an established
securities exchange, national market system
or automated quotation system, but the Common
Stock is regularly quoted by a recognized securities
dealer, its Fair Market Value shall be the
mean of the high bid and low asked prices for
such date or, if there are no high
bid and low asked prices for a share
of Common Stock on such date, the high
bid and low asked prices for a share
of Common Stock on the last preceding
date for which such information exists, as reported
in The Wall Street Journal or such
other source as the Administrator deems
reliable; or


 


(c)               
If the Common Stock is neither
listed on an established securities exchange, national market
system or automated quotation system
nor regularly quoted by a recognized securities dealer,
its Fair Market Value shall be established
by the Administrator in good faith
(and, with respect to the initial Offering
Period of the Plan, as set
forth in the Offering Document for the initial
Offering Period).


 


2.17          
“Grant Date” means the first Trading
Day of an Offering Period (or, with respect
to the initial Offering Period of the Plan,
such date set forth in the Offering Document approved
by the Administrator with respect to the initial
Offering Period).


 


		2.18	“New
                                            Exercise Date” has the meaning set
                                            forth in Section 5.2(b) hereof.



 


2.19          
“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 Options
may be granted to Eligible Employees that need
not satisfy the requirements for Options granted pursuant to an “employee stock
purchase plan” that are set forth under Section
423 of the Code.


 


2.20            
“Offering” means an offer under
the Plan of an Option that may
be exercised during an Offering Period
as further described in Article 4 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. § 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. § 1.423-2(a)(2)
and (a)(3).


 


2.21          
“Offering Period” means such period of time
commencing on such date(s) as determined
by the Board or Committee, in its
discretion, and with respect to which Options shall be granted
to Participants. The duration and timing of Offering
Periods may be established or
changed by the Board or Committee
at any time, in its
sole discretion. Notwithstanding the foregoing, in no event
may an Offering Period exceed 27 months.


 


2.22          
“Option” means the right to purchase shares of Common
Stock pursuant to the Plan during each
Offering Period.


 


2.23          
“Option Price” means the purchase
price of a share of Common
Stock hereunder as provided in Section
4.2 hereof.


 


2.24          
“Parent” means any entity that
is a parent corporation of the Company
within the meaning of Section 424 of the
Code.


 


		2.25	“Participant”
                                            means any
                                            Eligible Employee who elects to participate
                                            in the Plan.



 


2.26          
“Payday” means the regular and recurring
established day for payment of Compensation
to an Employee of the Company or any
Designated Subsidiary.






     


     


    

2.27          
 “Plan” means this 2021 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.


 


2.28          
“Plan Account” means a bookkeeping
account established and maintained by the Company
in the name of each Participant.


 


2.29          
“Pricing Date”
means the date upon which the Company’s
Registration Statement on Form S-1 filed with
the U.S. Securities and Exchange
Commission relating to the underwritten public offering of shares
of Common Stock becomes effective.


 


2.30          
“Public Trading Date” means the first date upon which
Common Stock is listed (or approved for listing)
upon notice of issuance
on any securities exchange or designated
(or approved for designation) upon notice of issuance as a national
market security on an interdealer
quotation system.


 


2.31          
“Purchase Period” means such period of time
commencing on such dates as determined
by the Board or Committee, in its
discretion, within each Offering Period. The duration and timing
of Purchase Periods may be established
or changed by the Board
or Committee at any time,
in its sole discretion. Notwithstanding the foregoing,
in no event may a Purchase
Period exceed the duration of the Offering Period under which it is established.


 


2.32          
“Section 409A” means Section 409A
of the Code and the
regulations promulgated thereunder by the United States Treasury Department, as amended
or as may be amended
from time to time.


 


2.33          
“Section 423 Component” means
those Offerings under the Plan that are intended
to meet the requirements under Section 423(b)
of the Code.


 


2.34          
“Subsidiary” means (a) any Subsidiary
Corporation, and (b) with respect to any
Offering pursuant to the Non-Section 423 Component
only, Subsidiary may also include any corporate
or noncorporate entity in which the
Company has a direct or indirect
equity interest or significant business relationship.


 


2.35          
“Subsidiary Corporation” shall mean 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, or any other entity that is a subsidiary
corporation of the Company within the meaning
of Section 424 of the Code.


 


2.36          
“Trading Day” means a day on
which national stock exchanges in the United States
are open for trading.


 


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




     


     


    
		2.38	“Withdrawal
                                            Election” has
                                            the meaning set forth in Section
                                            6.1(a) hereof.



 


ARTICLE
3 PARTICIPATION


 


		3.1	Eligibility.



 


(a)               
Any Eligible Employee who is 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
Articles 4 and 5 hereof, and, for
the Section 423 Component, the limitations
imposed by Section 423(b) of the Code.


 


(b)               
No Eligible Employee shall be granted an Option
under the Section 423 Component which permits the Participant’s rights to purchase
shares of Common Stock under the Plan,
and to purchase stock under all other employee
stock purchase plans of the Company, any Parent
or any Subsidiary subject to Section
423 of the Code, to accrue at a rate
which exceeds $25,000 of fair market
value of such stock (determined at the
time such Option is granted)
for each calendar year in which such Option is outstanding
at any time. The limitation under this Section
3.1(b) shall be applied in accordance
with Section 423(b)(8) of the
Code.


 


		3.2	Election
                                            to
                                            Participate;
                                            Payroll
                                            Deductions



 


(a)               
Except as provided in Sections
3.2(e) and 3.3 hereof or in an applicable Offering
Document, an Eligible Employee may become
a Participant in the Plan only by means
of payroll deduction. Each individual who
is an Eligible Employee as of an Offering
Period’s Enrollment Date may elect
to participate in such Offering Period and
the Plan by delivering to the
Company a payroll deduction authorization no later
than the period of time prior to the
applicable Enrollment Date that is determined
by the Administrator, in its sole discretion.


 


(b)               
Subject to Section 3.1(b) hereof and except
as may otherwise be determined
by the Administrator and/or as set forth
in the Offering Document, payroll deductions (i) shall equal at least
1% of the Participant’s Compensation
as of each Payday
of the Offering Period following the
Enrollment Date, but not more than 15% of the Participant’s
Compensation as of each Payday of the Offering
Period following the Enrollment Date; and (ii) will be
expressed as a whole number percentage. Amounts
deducted from a Participant’s Compensation with respect to an Offering
Period pursuant to this Section


3.2
shall be deducted each Payday through payroll deduction
and credited to the Participant’s Plan Account; provided that for the first Offering
Period, payroll deductions shall not begin until such date determined
by the Administrator, in its sole discretion.


 


(c)               
Unless otherwise determined by the Administrator and/or
as set forth in the Offering Document, following
at least one payroll deduction, a Participant
may decrease (to as low as
1%) the amount deducted from such Participant’s
Compensation only once during an Offering Period
by delivering written notice of such decrease
in such form as may be established
by the Administrator to be effective
no later
than ten calendar days after the Company’s receipt of such
notice (or such shorter or longer period
of time determined by the Administrator
and/or as set forth in the Offering Document). Unless otherwise determined by the Administrator
and/or as set forth in the Offering Document,
a Participant may not increase
the amount deducted from such Participant’s
Compensation during an Offering Period.


 


(d)                 
Upon the completion of
an Offering Period, each Participant
in such Offering Period shall automatically participate in the immediately
following Offering Period at the same payroll deduction percentage
as in effect at the termination of
such Offering Period, unless such Participant
delivers to the Company a different election with respect to the successive
Offering Period in accordance with Section
3.2(a) hereof, or unless such Participant becomes ineligible for participation
in the Plan. Such Participant will be
deemed to have accepted the terms
and conditions of the Plan, the applicable
Offering Document, any sub-plan, enrollment form,
subscription agreement and/or any other terms
and conditions of participation
in effect at the time each subsequent Offering
Period begins.


 


(e)               
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 must determine that any alternative method of contribution
is applied on an equal and uniform
basis to all Eligible Employees in the
Offering.


 


(f)                
To determine which Designated Subsidiaries shall participate in the Non-Section
423 Component and which shall participate
in the Section 423 Component.


 






     


     


    

ARTICLE
4 


PURCHASE
OF SHARES


 


4.1              
Grant of Option.The
Company may make one or more
Offerings under the Plan, which may be
successive or overlapping
with one another, until the earlier of: (i)
the date on which the shares of
Common Stock available under the Plan have
been sold or (ii) the date
on which the Plan is suspended
or terminates. The Administrator shall designate
the terms and conditions of each Offering
in writing, including without limitation, the Offering
Period and the Purchase Periods, as set forth
in an offering document (the “Offering Document”). Each Participant shall
be granted an Option with respect to an Offering
Period on the applicable Grant Date. Subject to the
limitations of Section 3.1(b) hereof, the number of shares
of Common Stock subject to a Participant’s
Option shall be determined by dividing (a)
such Participant’s payroll deductions accumulated prior to an Exercise
Date and retained in the Participant’s
Plan Account on such Exercise Date by (b) the
applicable Option Price; provided that, unless otherwise set forth in the Offering Document,
in no event shall a Participant be permitted
to purchase during each Offering Period more
than 100,000 shares of Common Stock (subject
to any adjustment pursuant to Section 5.2 hereof).
The Administrator and/or the Offering Document
may, for future Offering Periods, increase
or decrease, in its absolute discretion, the maximum
number of shares of Common Stock that
a Participant may purchase
during such future Offering Periods. Each Option shall expire
on the last Exercise
Date for the applicable Offering Period immediately after the automatic exercise
of the Option in accordance with Section 4.3
hereof, unless such Option terminates earlier in accordance
with Article 6 hereof.


 


4.2              
Option Price.The “Option
Price” per share of Common Stock to be paid by a Participant
upon exercise of the Participant’s Option
on an Exercise Date for an Offering
Period shall equal 85% of the lesser
of the Fair Market Value of a share of Common
Stock on (a) the applicable Grant Date
and (b) the applicable Exercise Date, or such other price designated by the Administrator;
provided that in no event shall the Option
Price per share of Common Stock be less than the
par value per share of the Common Stock;
provided further, that no Option Price shall be designated
by the Administrator that would cause the Section
423 Component to fail to meet the requirements
under Section 423(b) of the Code.


 


		4.3	Purchase
                                            of
                                            Shares.



 


(a)               
On each Exercise Date for an Offering
Period, each Participant shall automatically and without any action on such
Participant’s part be deemed to have
exercised the Participant’s Option to purchase
at the applicable per share Option Price the largest
number of whole shares of Common Stock
which can be purchased
with the amount in the Participant’s
Plan Account. Except as may otherwise
be provided by the
Administrator with respect to any Offering and/or as set forth
in the Offering Document, any balance less
than the per share Option Price that is remaining in the Participant’s
Plan Account (after exercise of such Participant’s Option) as of the Exercise
Date shall be promptly refunded to the applicable
Participant.


 


(b)               
As soon as practicable following each Exercise
Date, the number of shares of Common Stock
purchased by such Participant pursuant to Section
4.3(a) hereof shall be delivered (either in share
certificate or book entry form), in the
Company’s sole discretion, to either
(i) the Participant or


(ii)
an account established in the Participant’s
name at a stock brokerage or other
financial services firm designated by the Company. If
the Company is required to obtain
from any commission or agency
authority to issue any such shares of
Common Stock, the Company shall seek
to obtain such authority. Inability of the Company
to obtain from any such commission or
agency authority which counsel for the Company deems
necessary for the lawful issuance of any
such shares shall relieve the Company from
liability to any Participant except to refund
to the Participant such Participant’s Plan Account balance, without interest thereon.
The Company may require that such shares
of Common Stock be retained with a particular
Agent for a designated period of time, including
until such shares are sold and/or may establish
other procedures to permit tracking of qualifying
and disqualifying dispositions of such shares
of Common Stock or to otherwise facilitate compliance
with applicable law or administration
of the Plan.


 


4.4               Automatic
Termination of Offering
Period.If the Fair Market Value of a share of
Common Stock on any Exercise Date (except the final
scheduled Exercise Date of any Offering
Period) is lower than the Fair Market Value of
a share of Common Stock
on the Grant Date for an Offering Period, then
such Offering Period shall terminate on such
Exercise Date after the automatic exercise of the
Option in accordance with Section 4.3 hereof,
and each Participant shall automatically be enrolled
in the Offering Period
that commences immediately following such Exercise
Date and such Participant’s payroll deduction authorization
shall remain in effect for such Offering Period.


 


4.5              
Transferability of Rights.An
Option 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.
No option or interest or
right to the Option shall be available
to pay off any debts, contracts or engagements
of the Participant or the Participant’s
successors in interest or shall
be subject to disposition
by pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary
or by operation of law by judgment,
levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempt
at disposition of the Option shall have
no effect.


 






     


     


    

ARTICLE
5


PROVISIONS
RELATING TO
COMMON STOCK


 


5.1              
Common Stock Reserved.Subject
to adjustment as provided in Section
5.2 hereof, the maximum number of shares
of Common Stock that shall be made
available for sale under the Plan shall
be the sum of (a) 2% of the
fully diluted shares of all classes of
the Company’s common stock outstanding
as of immediately following the Public
Trading Date and (b) an increase commencing
on January 1, 2022 and continuing annually
on the anniversary thereof through (and including)
January 1, 2031, equal to the lesser
of (A) 1% of the aggregate
number of shares of all
classes of the Company’s common
stock outstanding on the last day of the
immediately preceding calendar year and (B) such smaller number
of shares of Common Stock as determined
by the Board or the Committee;
provided, however, no more than 2,500,000 Shares may
be issued under the Plan. Shares made available for sale under the Plan
may be authorized but unissued shares, treasury
shares of Common Stock, or reacquired
shares reserved for issuance under the Plan. All or any portion
of such maximum number of shares may
be issued under the Section 423 Component.


 





		5.2	Adjustments
                                            Upon Changes in
                                            Capitalization, Dissolution, Liquidation, Merger
                                            or Asset Sale



 


(a)               
Changes in Capitalization.
Subject to any required action by the stockholders
of the Company, the number of
shares of Common Stock which
have been authorized for issuance
under the Plan but not yet placed under Option, as well
as the price per share and the number
of shares of Common Stock covered
by each Option under the Plan which has not yet
been exercised shall be proportionately
adjusted for any increase or decrease
in the number of issued shares of Common
Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification
of the Common Stock,
or any other increase or decrease
in the number of shares
of Common Stock effected without receipt
of consideration by the Company; provided, however,
that conversion of any convertible securities of
the Company shall not be deemed to have
been “effected without receipt of
consideration.” Such adjustment shall be made
by the Administrator, whose determination in that respect shall be final,
binding and conclusive. Except as expressly
provided herein, 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 or price of shares
of Common Stock subject to an Option.


 


(b)               
Dissolution or Liquidation.In
the event of the proposed dissolution
or liquidation of the
Company, the Offering Periods then in progress shall be shortened
by setting a new Exercise Date (the “New Exercise Date”), and shall
terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise
by the Administrator. The New Exercise Date
shall be before the date of the Company’s
proposed dissolution or liquidation. The Administrator shall notify each Participant
in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s
Option has been changed to the New Exercise
Date and that the Participant’s Option shall
be exercised automatically on the New Exercise
Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided
in Section 6.1 hereof or
the Participant has ceased to be an
Eligible Employee as provided in Section
6.2 hereof.


 


(c)               
Merger or Asset
Sale.In the event
of a proposed sale of all
or substantially all of the assets of
the Company, or the merger of the Company
with or into another corporation, each
outstanding Option shall be assumed or an
equivalent Option substituted by the successor
corporation or a Parent or
Subsidiary of the successor corporation.
If the successor corporation refuses to assume
or substitute for the Option, any Offering Periods then in progress shall be shortened
by setting a New Exercise Date and any Offering
Periods then in progress shall end on the New
Exercise Date. The New Exercise Date shall be before the date of the Company’s
proposed sale or merger. The Administrator
shall notify each Participant in writing prior
to the New Exercise Date, that the Exercise
Date for the Participant’s Option has been
changed to the New Exercise Date and that
the Participant’s Option shall be exercised
automatically on the New Exercise Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided
in Section 6.1 hereof or the
Participant has ceased to be an Eligible Employee as provided
in Section 6.2 hereof.


 


5.3              
Insufficient Shares.If the Administrator
determines that, on a given Exercise Date, the number
of shares of Common
Stock with respect to which Options are to be exercised
may exceed the number of shares
of Common Stock remaining available for sale
under the Plan on such Exercise
Date, the Administrator shall make a pro
rata allocation of the
shares of Common Stock available for issuance
on such Exercise Date in as uniform
a manner as shall be practicable
and as it shall determine in its sole discretion
to be equitable among all Participants exercising
Options to purchase Common Stock on such
Exercise Date, and unless additional shares are authorized
for issuance under the Plan, no further
Offering Periods shall take place and the Plan shall terminate pursuant to Section
7.5 hereof. If an Offering
Period is so terminated, then the balance of
the amount credited to the Participant’s
Plan Account which has not been applied to the purchase
of shares of Common Stock shall be paid
to such Participant in one lump sum
in cash within 30 days after such Exercise
Date, without any interest thereon.


 


5.4              
Rights as Stockholders.
With respect to shares of Common Stock
subject to an Option, a Participant shall not
be deemed to be a stockholder of the
Company and shall not have any of the rights
or privileges of a stockholder. A Participant
shall have the rights and privileges of a stockholder
of the Company when, but not until, shares
of Common Stock have been deposited
in the designated brokerage account following exercise of the Participant’s Option.



     


     


    




 


ARTICLE
6 


TERMINATION
OF PARTICIPATION


 


6.1              
Cessation of Contributions; Voluntary Withdrawal.


 


(a)               
A Participant may cease payroll
deductions during an Offering Period and elect
to withdraw from the Plan by delivering
written notice of such election to the Company
in such form and at such time prior
to the Exercise Date for such Offering Period as
may be established by the Administrator
(a “Withdrawal Election”). A Participant electing to cease
payroll deductions and withdraw from the Plan may
elect to (i) exercise the Participant’s Option in accordance
with Section 4.3 with the funds credited to the Participant’s
Plan Account prior to the date on which
the Withdrawal Election is given effect (in accordance
with the withdrawal procedures established by the
Administrator pursuant to this Section 6.1(a)) and after such exercise, shall cease
to participate in the Plan and/or (ii) withdraw all
of the funds then credited to the Participant’s
Plan Account as of the date on which the Withdrawal
Election is given effect (in accordance with the withdrawal procedures established
by the Administrator pursuant to this Section 6.1(a)),
in which case, amounts credited to such Plan
Account shall be returned to the Participant
in one lump-sum payment in cash within
30 days after such election
is received by the Company, without
any interest thereon, and the Participant shall cease to participate in the Plan and the Participant’s
Option for such Offering Period shall terminate. For clarity, during an Offering
Period, a Participant may elect to withdraw
from the Plan pursuant to clause (i) and then
subsequently elect to withdraw from the Plan pursuant to clause
(ii), but a withdrawal pursuant to clause (ii)
shall be final for such Offering
Period. Upon receipt of a Withdrawal
Election, the Participant’s payroll deduction authorization shall terminate.


 


(b)               
A Participant’s withdrawal from the Plan shall
not have any effect upon the Participant’s
eligibility to participate in any similar plan
which may hereafter be adopted
by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the Participant
withdraws.


 


(c)               
Except as otherwise permitted by the Administrator
and/or as set forth in the Offering Document,
a Participant who ceases contributions to the Plan
during any Offering Period shall not be permitted
to resume contributions to the Plan during
that Offering Period.


 


6.2              
Termination of Eligibility.Subject
to Section 7.17, upon a Participant’s
ceasing to be an Eligible Employee, for any reason,
such Participant’s Option for the applicable
Offering Period shall automatically terminate, the Participant shall be deemed
to have elected to withdraw from the
Plan, and such Participant’s Plan Account shall
be paid to such Participant
or, in the case of the Participant’s
death, to the person or persons
entitled thereto pursuant to applicable law, within 30
days after such cessation of
being an Eligible Employee, without
any interest thereon.


ARTICLE
7 


GENERAL
PROVISIONS


 


7.1              
Administration.


 


(a)               
The Plan shall be administered by the Committee,
which shall be
composed of members
of the Board. To the extent permitted under
applicable law, the Committee may delegate administrative
or other 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.


 


(b)               
It shall be the duty of the Administrator
to conduct the general administration of the Plan in accordance
with the provisions of the
Plan. The Administrator shall have the
power, subject to, and within the limitations of,
the express provisions of the Plan:


 


(i) 
To establish and terminate Offerings;


 


(ii) 
To determine when and how Options shall be
granted and the provisions and terms
of each Offering (which need not be identical);


 


(iii)   
(iv) To impose a mandatory holding period pursuant
to which Participants may not dispose
of or transfer shares of
Common Stock purchased under the Plan
for a period of time determined by the Administrator
in its discretion; and


 


(v)
To construe and
interpret the Plan, the terms of any Offering
and the terms of the Options and to
adopt such rules for the administration, interpretation, and application
of the Plan as are consistent
therewith and to interpret, amend or revoke
any such rules. The Administrator, in the exercise of this
power, may correct any defect,
omission or inconsistency in the Plan,
any Offering or any Option, in a manner and
to the extent it shall deem necessary or expedient
to administer the Plan, subject to Section
423 of the Code for the Section 423
Component.


 


(c)               
The Administrator may adopt rules
or procedures relating to the operation and
administration of the Plan to accommodate the specific
requirements of local laws and procedures.
Without limiting the generality of the foregoing,
the Administrator is specifically authorized to adopt
rules and procedures regarding handling of participation elections, payroll deductions,
payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock
certificates which vary with local requirements. In its absolute
discretion, the Board may at any time and from time
to time exercise any and all
rights and duties of the Administrator under the Plan.


 






     


     


    

(d)               
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
5.1 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.


 


(e)               
All expenses and liabilities incurred by the Administrator
in connection with the administration
of the Plan shall be borne by the Company.
The Administrator may, with the approval
of the Committee, employ attorneys, consultants, accountants, appraisers, brokers
or other persons. The Administrator,
the Company and its officers and directors
shall be entitled to rely upon the
advice, opinions or valuations of
any such persons. All actions taken and all
interpretations and determinations made by the Administrator
in good faith shall be final and binding
upon all Participants, the Company and all
other interested persons. No member of the Board
or Administrator shall be personally
liable for any action, determination or
interpretation made in good faith with
respect to the Plan or the options, and
all members of the Board or
Administrator shall be fully protected
by the Company in respect to any
such action, determination, or interpretation.


 


7.2              
Designation of Subsidiary
Corporations. The Board or Administrator
shall designate from time to time
the Subsidiaries that shall constitute Designated Subsidiaries, and determine
whether such Designated Subsidiaries shall participate in the Section
423 Component or Non-Section
423 Component. The Board or Administrator may
designate a Subsidiary, or terminate
the designation of a Subsidiary,
without the approval of the stockholders of the Company.


 


7.3              
Reports.Individual accounts shall be maintained
for each Participant in the Plan. Statements
of Plan Accounts shall be made available
to Participants at least annually, which statements
shall set forth the amounts of payroll deductions,
the Option Price, the number of shares
purchased and the remaining cash balance, if any.


 


7.4              
No Right to Employment.Nothing
in the Plan shall be construed to give
any person (including any Participant)
the right to remain in the employ
of the Company, a Parent or
a Subsidiary or to affect the right
of the Company, any Parent
or any Subsidiary to terminate
the employment of any person (including any Participant)
at any time, with or without cause, which right
is expressly reserved.


 


		7.5	Amendment
                                            and
                                            Termination of the Plan.



 


(a)                 
The Board may, in its sole
discretion, amend, suspend or terminate the Plan at any time
and from time to time. To the
extent necessary to comply with Section 423
of the Code (or any successor rule or
provision), with respect to the
Section 423 Component, or any other
applicable law, regulation or stock exchange rule, the Company
shall obtain stockholder approval of any such amendment to the
Plan in such a manner and to such a
degree as required by Section
423 of the Code or
such other law, regulation or rule.


 


(b)               
If the Administrator determines that the ongoing
operation of the Plan may
result in unfavorable financial accounting consequences, the Administrator
may, to the extent permitted under Section 423
of the Code, for the Section 423 Component,
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:


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


 


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


 


		(iii)	allocating
                                            shares of
                                            Common Stock.



 


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


 


(c)               
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.


 


7.6              
Use of Funds; No Interest Paid.
All funds received by the Company by reason
of purchase of
shares of Common Stock under the
Plan shall be included in the general funds
of the Company free of any trust or
other restriction and may be used
for any corporate purpose, except for funds contributed
under Offerings in which the local
law of a non-U.S. jurisdiction requires that contributions to the Plan
by Participants be segregated from the
Company’s general corporate funds and/or deposited with an independent
third party for Participants in non-U.S.
jurisdictions. No interest shall be paid to
any Participant or credited
under the Plan, except as may be required
by local law in a non-U.S. jurisdiction.
If the segregation of funds
and/or payment of interest on any Participant’s
account is so required, such provisions shall
apply to all Participants in the relevant Offering
except to the extent otherwise permitted by Treas.
Reg § 1.423-2(f). With respect to any Offering
under the Non-Section 423 Component, the payment
of interest shall apply as determined
by the Administrator (but absent any such determination,
no interest shall apply).


 






     


     


    

7.7              
Term; Approval by Stockholders.No
Option may be granted during any period
of suspension of the Plan or after
termination of the Plan. The Plan
shall be submitted for the approval
of the Company’s stockholders within 12 months
after the date of the Board’s initial adoption
of the Plan. Options may be granted
prior to such stockholder approval; provided, however, that such Options shall not
be exercisable prior to the time
when the Plan is approved
by the stockholders; provided, further that if such
approval has not been obtained by the
end of the 12-month period, all Options previously granted
under the Plan shall thereupon terminate and be
canceled and become null and void
without being exercised.


 


7.8              
Effect Upon Other Plans.The adoption of
the Plan shall not affect any other
compensation or incentive plans in effect
for the Company, any Parent or any Subsidiary.
Nothing in the Plan shall be construed
to limit the right of the
Company, any Parent or any Subsidiary
(a) to establish any other forms of incentives
or compensation for Employees of
the Company or any Parent or any Subsidiary,
or (b) to grant or assume
Options otherwise than under the Plan in connection
with any proper corporate purpose, including, but not by way
of limitation, the grant or assumption
of options in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise,
of the business, stock or assets
of any corporation, firm or association.


 


7.9              
Conformity to Securities Laws.
Notwithstanding any other provision of the Plan,
the Plan and the participation in the Plan
by any individual who is then subject to Section
16 of the Exchange Act shall be subject
to any additional limitations set forth in any applicable
exemption rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3
of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by
applicable law, the Plan shall be
deemed amended to the extent necessary
to conform to such applicable exemptive rule.


 


7.10          
Notice of Disposition of Shares.
Each Participant in the Section 423 Component shall give
the Company prompt notice of any disposition
or other transfer of
any shares of Common Stock,
acquired pursuant to the exercise of an Option granted under the Section
423 Component, if such disposition or transfer
is made (a) within two years after the applicable Grant
Date or (b) within one year after the
transfer of such shares of Common
Stock to such Participant upon exercise
of such Option. The Company may direct that
any certificates evidencing shares acquired pursuant to the Plan refer to such
requirement.


 


7.11          
Tax Withholding.The Company
or any Parent or any Subsidiary shall
be entitled to withhold any federal,
state or local tax or other
amounts required to be withheld by applicable
law with respect to participation in
the Plan by (a) withholding from wages
or other cash compensation payable to
each Participant, (b) withholding from the
proceeds of the
sale of shares of Common
Stock purchased under the Plan, either
through a Participant’s voluntary sale
or through a mandatory sale arranged
by the Company, (c) withholding shares
of Common Stock otherwise issuable upon exercise
of an Option under the Plan or
(d) withholding by any other method determined
by the Company and compliant with applicable
law. If any withholding obligation described
in the foregoing sentence will be satisfied
under clause (b) thereof, each Participant’s enrollment in the Plan will
constitute the Participant’s authorization to the
Company and instruction and authorization
to the Agent selected to effect the sale to
complete the transactions described in clause
(b).


 


7.12          
Governing Law.The Plan and all
rights and obligations thereunder shall be construed and enforced
in accordance with the laws of the State of Nevada,
without regard to the conflict of law rules
thereof or of any other jurisdiction.


 


7.13          
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.


 


		7.14	Conditions
                                            To
                                            Issuance of Shares.



 


(a)               
Notwithstanding anything herein to the contrary, the
Company shall not be required to issue or
deliver any certificates or make
any book entries evidencing shares of Common
Stock pursuant to the exercise of
an Option by a Participant, unless and until
the Board or the Committee has determined,
with advice of counsel, that the issuance of
such shares of Common Stock is in compliance
with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements
of any
securities exchange or automated quotation
system on which the shares
of Common Stock are listed or traded,
and the shares of Common Stock are covered
by an effective registration statement or
applicable exemption from registration. In addition
to the terms and conditions provided herein, the Board
or the Committee may require
that a Participant make such reasonable
covenants, agreements, and representations as the Board or the Committee, in its discretion,
deems advisable in order to comply with any such laws, regulations, or requirements.






     


     


    

 


(b)                 
All certificates for shares of
Common Stock delivered pursuant to the Plan
and all shares of Common Stock issued
pursuant to book entry procedures
are subject to any stop-transfer orders and
other restrictions as the Committee deems
necessary or advisable to comply
with federal, state, or foreign securities
or other laws, rules and regulations
and the rules of any securities
exchange or automated quotation system
on which the shares of
Common Stock are listed, quoted, or traded.
The Committee may place legends on any
certificate or book entry evidencing shares
of Common Stock to reference restrictions applicable
to the shares of Common
Stock.


 


(c)               
The Committee shall have the
right to require any Participant to
comply with any timing or other
restrictions with respect to the settlement,
distribution or exercise of any Option,
including a window-period limitation, as may
be imposed in the sole discretion
of the Committee.


 


(d)               
Notwithstanding any other provision of the
Plan, unless otherwise determined by the Committee
or required by any applicable law, rule
or regulation, the Company may,
in lieu of delivering to any Participant
certificates evidencing shares of Common Stock issued
in connection with any Option, record
the issuance of shares
of Common Stock in the books of the
Company (or, as applicable, its transfer
agent or stock plan administrator).


 


7.15          
Equal Rights and Privileges.All Eligible Employees of the
Company (or of any Designated Subsidiary) granted Options pursuant to an
Offering under the Section 423 Component shall have equal rights and privileges
under this Plan to the extent required under
Section 423 of the Code so that
the Section 423 Component qualifies as an “employee
stock purchase plan” within the meaning of Section
423 of the Code. Any provision
of the Section 423 Component
that is inconsistent with Section 423 of the Code
shall, without further act or amendment by the Company
or the Board, 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 Eligible
Employees participating in the Section 423 Component.


 


7.16          
Rules Particular to Specific
Jurisdictions.Notwithstanding anything herein to the
contrary, the terms and conditions of
the Plan with respect to Participants who
are tax residents of a particular
non-U.S. country or who are foreign nationals or employed
in non-U.S. jurisdictions may be subject
to 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
7.1 above. Without limiting the foregoing,
the Administrator is specifically authorized to adopt
rules and procedures, 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, determination of beneficiary
designation requirements, and handling of stock
certificates, in each case, in accordance with the requirements
of Section 423 of the Code with respect
to the Section 423 Component. The Administrator also
is authorized to determine that, to the extent permitted by Treas.
Reg § 1.423-2(f), the terms of
an Option granted under the Plan or an Offering
to citizens or residents of a non-U.S.
jurisdiction will be less favorable than
the terms of an Option granted under the Plan
or the same Offering to Employees resident
solely in the United States. To the extent
any sub-plan or appendix or other
changes approved by the Administrator are inconsistent with the requirements of
Section 423 of the Code or would
jeopardize the tax-qualified status of the Section
423 Component, the change shall cause the Designated
Subsidiaries affected thereby to be considered Designated Subsidiaries in a separate
Offering under the Non-Section 423 Component instead of the Section
423 Component. To the extent any Employee of a Designated
Subsidiary in the Section 423 Component is a citizen
or resident of a foreign jurisdiction (without
regard to whether they are also a U.S.
citizen or a resident alien (within the meaning of Section
7701(b)(1)(A) of the Code)) and compliance
with the laws of the foreign
jurisdiction would cause the Section 423 Component,
any Offering or the option to violate
the requirements of Section 423 of the
Code, such Employee shall be considered
a Participant in a separate Offering
under the Non- Section 423 Component.


 


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 his or her 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 must determine that any alternative method of contribution
is applied on an equal and uniform basis
to all Eligible Employees in the Offering.



     


     


    




 


7.17          
Section 409A. The Section 423 Component
of the Plan and the Options granted
pursuant to Offerings thereunder are intended
to be exempt from the application of
Section 409A. Neither the Non-Section 423
Component nor any Option granted pursuant to
an Offering thereunder is intended to constitute or
provide for “nonqualified deferred compensation” within the meaning
of Section 409A. Notwithstanding any provision
of the Plan to the contrary, if the
Administrator determines that any Option granted under the Plan
may be or become subject to Section 409A or
that any provision of the
Plan may cause an Option granted under the Plan
to be or become subject
to Section 409A, the Administrator may
adopt such amendments to the Plan and/or adopt
other policies and procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions
as the Administrator determines are necessary or appropriate
to avoid the imposition of
taxes under Section 409A, either through compliance with the requirements of Section
409A or with an available exemption therefrom.


*
* * * *